SUBJECT TO REVISION Exhibit 99
TERM SHEET DATED JANUARY 18, 2001
$750,000,000 Floating Rate Asset Backed Term Notes, Series 2001-A
Superior Wholesale Inventory Financing Trust VI
Issuer
Wholesale Auto Receivables Corporation
Seller
General Motors Acceptance Corporation
Servicer
Attached is a preliminary term sheet describing the structure, collateral pool
and certain aspects of Superior Wholesale Inventory Financing Trust VI. The
information and assumptions contained in the term sheet are preliminary and will
be superseded by a prospectus supplement to the prospectus, dated June 16, 2000,
relating to Superior Wholesale Inventory Financing Trust VI, and by any other
information subsequently filed by the Seller with the Securities and Exchange
Commission or incorporated by reference in the relevant registration statement.
In addition, this term sheet supersedes any prior or similar term sheet.
None of the bookrunner, co-managers, General Motors Acceptance Corporation, the
Issuer, the Seller or any of their respective affiliates makes any
representation as to the accuracy or completeness of the information set forth
in this term sheet. The information contained in this term sheet only addresses
certain aspects of the applicable security's characteristics and does not
provide a complete assessment. As such, the information may not reflect the
impact of all structural characteristics of the security. Due to changed
circumstances, we may modify the assumptions underlying the information set
forth in this term sheet, including structure and collateral, from time to time.
We have filed a registration statement (including a prospectus) relating to the
trust with the SEC and it is effective. We have also filed a base prospectus
dated June 16, 2000 under Rule 424(b). In connection with this offering, after
the securities have been priced and all of the terms and information relating to
this transaction are finalized, we will file with the SEC a prospectus
supplement relating to the securities offered by the trust. This communication
is not an offer to sell or the solicitation of an offer to buy nor will there be
any sale of the securities of the trust in any state in which such offer,
solicitation or sale would be unlawful before the registration or qualification
under the securities laws of any such state. Sales of the securities of the
trust may not be consummated unless the purchaser has received both the final
prospectus and prospectus supplement. The securities to be offered by the trust
under the final prospectus and prospectus supplement have not been approved or
disapproved by the SEC or any state securities commission. Any representation to
the contrary is a criminal offense. Any investment decision should be based on
the information in the final prospectus and prospectus supplement, which will be
current as of their publication dates and after publication may no longer be
complete or current. You may obtain a final prospectus and prospectus supplement
by contacting JP Morgan at (212) 834-5132.
JP Morgan
Banc One Capital Markets, Inc.
Lehman Brothers
Morgan Stanley Dean Witter
Salomon Smith Barney
<PAGE>
$750,000,000 Floating Rate Asset Backed Term Notes, Series 2001-A
Superior Wholesale Inventory Financing Trust VI
Subject to Revision
TERM SHEET
Dated January 18, 2001
You can find the definitions of all capitalized terms used below that are not
defined in this term sheet in the prospectus of Wholesale Auto Receivables
Corporation dated June 16, 2000 and filed under Rule 424(b), relating to the
Superior Wholesale Inventory Financing Trusts. A copy of the prospectus is
available from the SEC. The prospectus will be superceded by a final prospectus
supplement and prospectus to be dated January __, 2001. Any investment decision
should be based solely on the information in the final prospectus and prospectus
supplement.
Issuer/Trust......................... Superior Wholesale Inventory Financing
Trust VI, a Delaware business trust
formed by the Seller.
Seller............................... Wholesale Auto Receivables Corporation,
a wholly-owned subsidiary of GMAC.
Servicer............................. GMAC, a wholly-owned subsidiary of
General Motors Corporation.
Indenture Trustee.................... The Bank of New York.
Owner Trustee........................ Chase Manhattan Bank USA, National
Association
Series 2001-A Closing Date........... January 31, 2001 (expected).
Capitalization of the Trust.......... On the 2001-A Term Note closing date,
the Trust will issue the following
securities:
o $750,000,000 Floating Rate Asset Backed Term Notes,
Series 2001-A, which we refer to as the "2001-A Term
Notes." The 2001-A Term Notes will bear interest,
payable monthly, at a rate equal to one-month LIBOR
plus __% per annum.
The Trust is also the issuer of the following outstanding
securities:
o $1,250,000,000 Floating Rate Asset Backed Term Notes,
Series 2000-A, which we refer to as the "2000-A Term
Notes."
o $125,000,000 Floating Rate Asset Backed Certificates,
Class 2000-A, which we refer to as the "2000-A
Certificates."
o $900,000,000 maximum aggregate principal balance
Floating Rate Asset Backed Revolving Note, Series
2000-RN1, which we refer to as the "2000-RN1 Revolving
Note."
o $350,000,000 maximum aggregate principal balance
Floating Rate Asset Backed Revolving Note, Series
2000-RN2, which we refer to as the "2000-RN2 Revolving
Note."
o $750,000,000 maximum aggregate principal balance
Floating Rate Asset Backed Revolving Note, Series
2000-RN3, which we refer to as the "2000-RN3 Revolving
Note" and collectively with the 2000-RN1 Revolving Note
and the 2000-RN2 Revolving Note, as the "Revolving
Notes."
Only the 2001-A Term Notes are offered hereby.
The 2001-A Term Notes will be registered in the name of the
nominee for The Depository Trust Company. You may hold your
2001-A Term Notes through the book-entry systems of DTC in
the United States or Clearstream or Euroclear in Europe.
The Trust may issue from time to time additional series of
term notes and revolving notes and additional certificates.
We use the term "Notes" to mean the 2000-A Term Notes, the
2001-A Term Notes, the Revolving Notes and any additional
series of Term Notes or Revolving Notes. We use the term
"Securities" to mean the Notes, the 2000-A Certificates and
any additional certificates.
Subordination.... The 2000-A Certificates are subordinated to all series of
Notes. The 2000-A Certificates will receive no principal
until the Notes are fully paid or an allocation of principal
sufficient to fully pay the Notes has been made. All Series
of Notes will generally have equal priority in payments,
although the timing of payments may vary.
Basis Swaps...... On the Series 2001-A closing date, the Trust will enter
into a basis swap with respect to the 2001-A Term Notes.
The swap counterparty, GMAC, will pay to the Trust on each
monthly distribution date, interest at a per annum rate of
one-month LIBOR plus ____%. The Trust will pay to the swap
counterparty interest at a per annum rate equal to the
Prime Rate. Only the net amount due by the Trust or by the
swap counterparty, as the case may be, will be remitted.
The Trust has entered into similar basis swaps with GMAC
with respect to the 2000-A Term Notes, the Revolving Notes
and the 2000-A Certificates.
<TABLE>
Payments on the 2001-A Term Notes
<S> <C>
A. Interest The Trust will pay interest on the 2001-A Term Notes monthly
on the 15th day of each month, or on the next business day,
which we refer to as the "monthly distribution date."
The first monthly distribution date for the 2001-A Term
Notes is February 15, 2001.
The prospectus and prospectus supplement will describe how
the available funds are allocated to interest payments on
the 2001-A Term Notes and the other Securities. Available
funds include available interest payments on the
receivables, receipts from the basis swaps and, to the
extent necessary and available, advances by the Servicer,
reserve fund withdrawals and, if applicable, cash
accumulation reserve fund withdrawals.
The Trust will pay interest on the 2001-A Term Notes based
on the actual number of days elapsed and a 360-day year.
Interest will accrue from and including the Series 2001-A
closing date, or from and including the most recent
distribution date on which interest has been paid, to but
excluding the current monthly distribution date.
B. Principal Payments... We expect that the Trust will pay the entire
principal balance of the 2001-A Term Notes on their
targeted final payment date, which is the monthly
distribution date in January 2004.
Starting approximately five months before this targeted
final payment date, the Servicer will calculate the number
of months in which the Trust will allocate principal
collections to the repayment of the 2001-A Term Notes on the
targeted final payment date. We refer to this period as the
"payment period." The Trust will set aside the allocated
principal collections during the payment period in an
account for the 2001-A Term Notes.
<PAGE>
During the payment period for the 2001-A Notes, the Trust
will also be setting aside or distributing principal
collections for the repayment of other outstanding
Securities (although no funds in respect of the Certificate
balance will be paid or set aside until all outstanding
Notes have been paid or provided for).
The Trust could make principal payments on the 2001-A Term
Notes sooner than the targeted final payment date if a
"rapid amortization event" occurs. The rapid amortization
events for the 2001-A Term Notes are:
o General Motors, GMAC, the Servicer or the Seller
becomes insolvent;
o the Trust or the Seller is required to register under
the Investment Company Act of 1940; and
o the balance in the Series 2001-A cash accumulation
reserve fund declines below $_____________.
On each monthly distribution date after the occurrence of a
rapid amortization event, the Trust will apply allocated
principal collections and other available funds to repay
principal on the 2001-A Term Notes.
It is also possible that the Trust will not repay the entire
principal balance of the 2001-A Term Notes on or before the
targeted final payment date. If principal collections are
slower than anticipated during the payment period, then the
payment of principal on the targeted final payment date
could be insufficient to repay all of the 2001-A Term Notes'
principal balance. In that case, allocable principal
collections will be applied to the repayment of principal on
the 2001-A Term Notes on subsequent monthly distribution
dates.
All unpaid principal on the 2001-A Term Notes will be due on
the stated final payment date, which is the monthly
distribution date in January 2006. Failure to pay the 2001-A
Term Notes in full on the stated final payment date will
result in an event of default.
The Servicer may repurchase all of the remaining receivables
when:
o the daily Trust balance is equal to or less than 10% of
the highest sum, at any time since the initial closing
date, of the daily Trust balance plus cash held by the
Trust plus deposits in the cash accumulation accounts
and the note distribution accounts; and
o either no Term Notes are outstanding or the wind down
period is in effect.
Credit Enhancement The 2001-A Term Notes and the other Securities will be
and Liquidity...... repaid primarily from principal and interest collections on
the receivables. In addition, there are several additional
sources from which funds will be available to pay principal
and interest on the 2001-A Term Notes and the other
Securities as well as other payments which the Trust must
make, including:
o The basis swaps;
o Advances by the Servicer to the Trust in some
circumstances;
<PAGE>
o Subordination of payments on the Certificates to
payments on the Notes;
o Monies in the reserve fund; and
o In some circumstances, monies in the cash accumulation
reserve funds.
Assets of the The primary assets of the Trust are a revolving pool of
Trust...............receivables arising under floor plan financing agreements
between GMAC and a group of retail automotive dealers
franchised by General Motors. These agreements are
lines of credit which dealers use to purchase new and used
motor vehicles manufactured or distributed by General
Motors and other motor vehicle manufacturers and
distributors. We refer to the dealers' obligations under
these agreements as "receivables."
The receivables are sold by GMAC to the Seller, and then by
the Seller to the Trust. The Trust has granted a security
interest in the receivables and other Trust property to the
Indenture Trustee on behalf of the Noteholders. The Trust
property also includes:
o Basis swaps with respect to all Securities;
o Security interests in the collateral securing the
dealers' obligation to pay the receivables, which will
include vehicles and may include parts inventory,
equipment, fixtures, service accounts, real estate and
guarantees;
o Amounts held on deposit in trust accounts maintained
for the Trust;
o Any recourse GMAC has against the dealers under the
floor plan financing agreements;
o Certain rights of the Seller under its purchase
agreement with GMAC; and
o All rights of the Trust under its sale and servicing
agreement with the Seller.
</TABLE>
Revolving Pool......As new receivables arise, they are ordinarily transferred
to the Trust on a daily basis. At the same time, prior to
the date on which funds will first be set aside for payments
on the 2001-A Term Notes, the Trust ordinarily uses
principal collections on the receivables to purchase new
receivables from the Seller or to pay down the principal
balance on any Revolving Note or other series of Term Notes
issued by the Trust. The Trust can also retain principal
collections and invest them in eligible investments, if
sufficient new receivables are not available.
Revolving Period....The revolving period for the Trust began on the initial
cut-off date of June 7, 2000, and will end on the earlier of
(a) the commencement of an early amortization period and
(b) the scheduled revolving period termination date.
The scheduled revolving period termination date will
initially be June 30, 2001 and will be automatically
extended to the last day of each succeeding month unless
the Seller elects, at its option, to terminate the automatic
extension. The scheduled revolving period termination
date may not be extended beyond February 28, 2005. If
terminated upon the commencement of a cash accumulation
period, the revolving period may recommence in certain
limited circumstances.
Cash Accumulation...If a "cash accumulation event" occurs, the Trust will
retain all of the principal collections allocable to the
2001-A Term Notes and will invest them in eligible
investments in a cash accumulation account dedicated to
the 2001-A Term Notes. The Trust will continue to invest
these funds in eligible investments until the targeted
final payment date for the 2001-A Term Notes, or sooner
following the occurrence of a rapid amortization event.
Cash accumulation events generally occur upon defaults
under the underlying transaction agreements and upon failure
to satisfy various performance tests or measurements on the
pool of receivables (e.g., the payment rate on the
receivables, the composition of the receivables pool, the
characteristics of the receivables and the amount on deposit
in the reserve fund).
If the Seller elects to terminate the automatic extension of
the Revolving Period as described above, a Wind Down Period
will commence which constitutes a cash accumulation event
for the 2001-A Term Notes.
Each of the early amortization events identified below is a
cash accumulation event, other than those which are rapid
amortization events.
Early Amortization An "early amortization event" with respect to the Trust
Events..............generally referes to any of the following events:
(a) failure on the part of the Seller, GMAC or the Servicer
to perform in any material respect any of its covenants set
forth in the transfer and servicing agreements, which
failure continues for 60 days after written notice;
(b) any representation made by GMAC or the Seller in the
transfer and servicing agreements proves to have been
incorrect in any material respect when made and continues to
be incorrect in any material respect for 60 days after
written notice and, as a result, the interests of the
securityholders are materially and adversely affected;
(c) failure to pay or set aside for payment all amounts
required to be paid as principal on the Notes or distributed
with respect to the Certificate balance on the applicable
stated final payment date;
(d) on any monthly distribution date, the average of the
monthly payment rates for the three preceding months is less
than 25%;
(e) the amount on deposit in the reserve fund is less than
the amount required on three consecutive monthly
distribution dates;
(f) a notice of an event of default under the indenture
declaring the unpaid principal amount of any Notes
immediately due and payable has been given, except that if
no other early amortization event has occurred and is
continuing and so long as the scheduled revolving period
termination date has not occurred, if the Seller so elects,
the early amortization period resulting from such occurrence
will terminate and the revolving period will recommence if a
notice rescinding the declaration is given under the
indenture;
(g) the occurrence of certain events of bankruptcy,
insolvency or receivership relating to General Motors, the
Servicer (or GMAC, if it is not the Servicer) or the Seller;
(h) on any monthly distribution date, as of the last day of
the previous month, the aggregate principal balance of
receivables owned by the Trust which were advanced against
used vehicles exceeds 20% of the daily trust balance (for
purposes of this clause (h), General Motors vehicles which
are sold to daily rental car operations, repurchased
pursuant to General Motors repurchase agreements and
subsequently sold at auction to a General Motors-franchised
dealer will not be considered used vehicles);
(i) on any monthly distribution date, the reserve fund
required amount for that monthly distribution date exceeds
the amount on deposit in the related reserve fund by more
than $20,000,000;
(j) on any monthly distribution date, the average daily
trust receivables balance is less than 75% of the sum of the
average outstanding principal balance of the Term Notes and
the average certificate balance (in each case, such average
being determined over the six months preceding that
distribution date (or, if shorter, the period from the
initial closing date through and including the last day of
the preceding month));
(k) on any monthly distribution date, as of the last day of
each of the two preceding months, the aggregate principal
balance of all related available receivables is less than
70% of the aggregate principal balance of all receivables
(including receivables owned by GMAC) in the accounts in the
pool of accounts; and
(l) the termination of a basis swap relating to any Note or
Certificate.
Reserve Funds.......The Seller has previously created a reserve fund, which has
a balance of $247,500,000. If available, amounts will be
added or released on each distribution date to maintain the
balance at a specified reserve amount.
To the extent that funds from principal and interest
collections on the receivables and net receipts on the basis
swaps are not sufficient to pay the monthly servicing fee,
net amounts under the basis swaps and to make required
distributions on the Notes and Certificates, the Trust will
withdraw cash from the reserve fund for that purpose.
On any monthly distribution date, after the Trust pays the
monthly servicing fee and makes all deposits or payments due
on the Notes, the amount in the reserve fund may exceed the
specified reserve amount. If so, the Trust will pay the
excess to the Seller.
On the Series 2001-A closing date, the Seller will deposit
$____________ in cash or eligible investments into the
Series 2001-A cash accumulation reserve fund. This account
will supplement the funds available to pay interest on the
2001-A Term Notes if a cash accumulation event occurs.
Amounts will be added or released on each monthly
distribution date to maintain the balance at a specified
reserve amount.
Servicing Fee.......The Trust will pay the Servicer a monthly servicing fee of
1% per annum as compensation for servicing the receivables.
Tax Status..........In the opinion of Kirkland & Ellis, special tax counsel,
o the 2001-A Term Notes will be characterized as
indebtedness for federal income tax purposes, and
o the Trust is not taxable as an association or a
publicly traded partnership taxable as a corporation.
Each Term Noteholder, by the acceptance of a 2001-A Term
Note, will agree to treat the 2001-A Term Notes as
indebtedness for federal, state and local income and
franchise tax purposes.
ERISA
Considerations......Subject to the considerations discussed under "ERISA
Considerations" in the prospectus and prospectus supplement,
an employee benefit plan subject to the Employee Retirement
Income Security Act of 1974 may purchase the 2001-A Term
Notes. An employee benefit plan should consult with its
counsel before purchasing the 2001-A Term Notes.
Ratings.............We will not issue the 2001-A Term Notes unless they are
rated in the highest rating category for long-term
obligations (i.e., "AAA") by at least one nationally
recognized rating agency.
We cannot assure you that a rating agency will maintain its
rating if circumstances change. If a rating agency changes
its rating, no one has an obligation to provide additional
credit enhancement or restore the original rating.
A rating is not a recommendation to buy the 2001-A Term
Notes. The rating considers only the likelihood that the
Trust will pay interest on time and will ultimately pay
principal. The rating does not consider either the 2001-A
Term Notes' price, their suitability to a particular
investor or the timing of principal payments.
THE U.S. PORTFOLIO
General
As of September 30, 2000, there were approximately 7,490 active credit
lines with dealers in the U.S. Portfolio and the total U.S. Portfolio (which
includes both owned receivables and serviced receivables) consisted of
receivables with an aggregate principal balance of approximately $23.3 billion.
GMAC is the primary source of floor plan financing for General Motors-franchised
dealers in the United States. In the third quarter of 2000, GMAC provided
financing for approximately 70.0% of new factory sales to General Motors dealers
in the United States.
As of September 30, 2000, receivables with respect to New Vehicles
represented approximately 84% of the aggregate principal amount of all
receivables in the U.S. Portfolio. Receivables with respect to Used Vehicles
represented approximately 8% of the aggregate principal amount of all
receivables in the U.S. Portfolio. Other receivables (generally receivables with
respect to heavy-duty trucks, off-highway vehicles and marine units) represented
approximately 8% of the aggregate principal amount of all receivables in the
U.S. Portfolio. As of September 30, 2000, approximately 60% of the Used Vehicles
in the U.S. Portfolio represented Auction Vehicles. As of September 30, 2000,
the average Account in the U.S. Portfolio provided for credit lines for New
Vehicles and Used Vehicles of approximately 246 units and 52 units,
respectively, and the average principal balance of receivables thereunder was
approximately $2.9 million and $0.3 million, respectively.
In 1998, GMAC streamlined the billing process on its dealer incentive
programs. Rather than charge a spread over the Prime Rate and separately
distribute dealer incentives, dealers participating in the "Net Billing" program
are charged a spread that is reduced by any dealer incentives. As more dealers
participate in the Net Billing program, the spread over the Prime Rate on the
receivables is lower versus prior years. For the nine months ended September 30,
2000, the weighted average spread over the Prime Rate charged to dealers in the
U.S. Portfolio was approximately 0.10%. Certain dealers continue to be offered
rebates under incentive programs. For the nine months ended September 30, 2000,
the average annual rate of dealer credits on the U.S. Portfolio ranged between
19 and 30 basis points. The amount of any such credit is applied to a
participating dealer's interest charges on floorplan and other loans (if any).
There can be no assurance that the spread over the Prime Rate in the future will
be similar to historical experience.
As of September 30, 2000, the aggregate principal amount financed with
respect to dealers assigned to "no credit" status was approximately $0.1 million
or 0.0003% of the aggregate principal amount financed in the U.S. Portfolio.
Loss Experience
The following table sets forth GMAC's average principal balance of
receivables and loss experience for the U.S. Portfolio as a whole in each of the
periods shown. The U.S. Portfolio includes Fleet Accounts and certain other
accounts that are not Eligible Accounts as well as Accounts that meet the
eligibility criteria for inclusion in the Trust but were not selected. Thus, the
Accounts related to the Trust represent only a portion of the entire U.S.
Portfolio and, accordingly, actual loss experience with respect to such Accounts
may be different than that of the U.S. Portfolio as a whole. There can be no
assurance that the loss experience for Receivables in the future will be similar
to the historical experience set forth below. The following historical
experience reflects financial assistance and incentives provided, from time to
time, by General Motors and GMAC to General Motors-franchised dealers. If
General Motors or GMAC reduced or was unable or elected not to provide such
assistance or incentives, the loss experience of the U.S. Portfolio, including
the Accounts, may be adversely affected.
<PAGE>
<TABLE>
<CAPTION>
Loss Experience for the U.S. Portfolio
Nine Months
Ended Year Ended December 31
September 30, 2000 1999 1998 1997 1996
------------------ ------------ ------------ ---------- ----------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C>
Average Principal Receivables Balance(1)............... $23,542.8 $20,317.6 $16,859.6 $18,276.0 $16,991.5
Net Losses (Recoveries)(2)............................. $ 1.1 $ (5.8) $ 11.8 $ (10.5) $ (8.1)
Net Losses (Recoveries) as a % of Liquidations(3)...... 0.001% (0.006)% 0.014% (0.012)% (0.009)%
Net Losses (Recoveries) as a % of Average Principal
Receivables Balance. 0.006%(4) (0.029)% 0.070% (0.058)% (0.048)%
(1) "Average Principal Receivables Balance" is the average of the month-end
principal balances of receivables for each of the months during such
period.
(2) "Net Losses" in any period are gross losses less recoveries for such
period. Recoveries include recoveries from collateral security in addition
to vehicles.
(3) Liquidations include all principal reductions.
(4) Annualized. Aging Experience
</TABLE>
The following table provides the age distribution of the receivables for
all dealers in the U.S. Portfolio as a percentage of total principal balances of
receivables outstanding at the date indicated. The aging is based on the
receivable's interest commencement date. In addition, if a vehicle or the
related receivable is reclassified for any reason (e.g., if the dealer decides
to designate a new vehicle for use as a demonstration unit), the interest
commencement date will generally be the date of such reclassification. The
actual age distribution with respect to the Receivables related to any Trust may
be different because such Receivables will arise in Accounts representing only a
portion of the entire U.S. Portfolio. There can be no assurance that the aging
experience for receivables in the future will be similar to the historical
experience set forth below.
<TABLE>
<CAPTION>
Age Distribution for the U.S. Portfolio
Nine Months Year Ended December 31
Ended
Number of Days September 30, 2000 1999 1998 1997 1996
-------------- ------------------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
1-120................................... 78.9% 84.2% 90.2% 85.1% 82.2%
121-180................................. 9.7 9.0 4.9 8.0 9.0
181-270................................. 6.3 4.0 2.9 3.5 5.0
Over 270................................ 5.1 2.8 2.0 3.4 3.8
</TABLE>
Monthly Payment Rates
The following table sets forth the highest and lowest monthly payment rates
for the U.S. Portfolio during any month in the periods shown and the average of
the monthly payment rates for all months during the periods shown. The payment
rates used are calculated as the percentage equivalent of a fraction, the
numerator of which is the aggregate of all collections of principal during the
period and the denominator of which is the aggregate ending principal balance of
receivables for the period. There can be no assurance that the rate of principal
collections for the Accounts in the Pool of Accounts in the future will be
similar to the historical experience set forth below. The actual monthly payment
rates with respect to such Accounts may be different because, among other
reasons, such Accounts will represent only a portion of the entire U.S.
Portfolio.
<PAGE>
<TABLE>
<CAPTION>
Monthly Payment Rates for the U.S. Portfolio
Nine Months Year Ended December 31
Ended ----------------------------
September 30, 2000 1999 1998 1997 1996
------------------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Highest Month............................. 48.1% 53.5% 62.9% 54.2% 56.1%
Lowest Month.............................. 37.4 34.2 33.5 33.3 35.0
Average for the Months in the Period...... 43.0 44.5 47.3 43.3 45.1
</TABLE>
THE POOL OF ACCOUNTS
As of the close of business on December 31, 2000, there were 1,570 Accounts
in the Pool of Accounts. As of December 31, 2000, the average principal balance
of Receivables in such Accounts was approximately $3.8 million (approximately
83% of which were Eligible Receivables) and the weighted average spread over the
Prime Rate charged to Dealers was approximately 0.00% for the month of December
2000. This spread over Prime Rate does not include rebates earned by dealers
under GMAC incentive programs that entitle them to a credit based on interest
charges. These credits do not affect the spread over the Prime Rate earned by
the Trust. As of December 31, 2000, the aggregate principal balance of
Receivables under such Accounts was $6,034,448,407.64 and, of such amount,
$5,023,761,046.46 would qualify as Eligible Receivables (except for the limit
imposed by the Maximum Pool Balance).
Geographic Distribution
The following table provides, as of December 31, 2000, the geographic
distribution of the Accounts in the Pool of Accounts (based on the address of
the Dealer). As of December 31, 2000, no other state accounted for more than
5.0% of the principal amount of Receivables outstanding in such Accounts.
<TABLE>
<CAPTION>
Geographic Distribution of Pool Accounts Related to the Trust
Percentage of Number of Percentage of Total
Receivables Total Receivables Dealer Number of Dealer
State Outstanding Outstanding Accounts Accounts
------ ----------------------- ----------------- ---------- -------------------
(thousands of dollars)
<S> <C> <C> <C> <C>
Texas $525,817 8.7% 89 5.7%
California 474,045 7.9 91 5.8
Florida 472,719 7.8 92 5.9
Michigan 316,137 5.2 70 4.5
Illinois 313,570 5.2 73 4.6
Pennsylvania 313,112 5.2 89 5.7
New York 311,059 5.2 92 5.9
</TABLE>
