Exhibit 99
Franklin Auto Trust 2001-2
--------------------------
$300,000,000 Asset-Backed Notes
Franklin Receivables LLC, Seller
Franklin Capital Corporation, Servicer
$55,000,000 Class A-1 ____% Asset-Backed Notes
$74,500,000 Class A-2 ____% Asset-Backed Notes
$91,000,000 Class A-3 ____% Asset-Backed Notes
$79,500,000 Class A-4 ____% Asset-Backed Notes
Term Sheet
The information herein is preliminary, and will be superseded by the
applicable prospectus and prospectus supplement and by any other information
subsequently filed with the Securities and Exchange Commission. The information
addresses only certain aspects of the applicable security's characteristics and
thus does not provide a complete assessment. As such, the information may not
reflect the impact of all structural characteristics of the security. The
assumptions underlying the information, including structure and collateral, may
be modified from time to time to reflect changed circumstances. The attached
term sheet is not intended to be a prospectus or prospectus supplement and any
investment decision with respect to the Notes should be made by you based solely
upon all of the information contained in the final prospectus and final
prospectus supplement. Under no circumstances shall the information presented
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. The securities may not be sold
nor may an offer to buy be accepted prior to the delivery of a final prospectus
and final prospectus supplement relating to the securities. All information
described herein is preliminary, limited in nature and subject to completion or
amendment. No representation is made that the above referenced securities will
actually perform as described in any scenario presented. A final prospectus and
final prospectus supplement may be obtained by contacting the Xxxxxxx Xxxxx
Xxxxxx Syndicate Desk at (000) 000-0000.
SUMMARY OF TERMS OF THE NOTES
The following summary is a short description of the main terms of the
offering of the notes. For that reason, this summary does not contain all of the
information that may be important to you. The information contained in this term
sheet is preliminary, limited in nature and may be changed. The information
contained in this term sheet will be superseded by information contained in the
final prospectus supplement and prospectus relating to the offering of the
notes. To fully understand the terms of the offering of the notes, you need to
read both the prospectus supplement and the prospectus, each in its entirety.
Issuer
Franklin Auto Trust 2001-2, a Delaware business trust (whose 100%
beneficial ownership interest is held by Franklin Receivables LLC), will use the
proceeds from the issuance and sale of the notes to purchase from Franklin
Receivables LLC a pool of prime, non-prime and sub-prime motor vehicle retail
installment sale contracts which constitute the receivables. Franklin Capital
Corporation originated and will service all the receivables. The trust will rely
upon collections on the receivables and the funds on deposit in certain accounts
to make payments on the notes.
Offered Securities
The trust is offering the following notes:
$ 55,000,000 Class A-1
$ 74,500,000 Class A-2
$ 91,000,000 Class A-3
$ 79,500,000 Class A-4
The trust is also issuing certificates which will be retained by Xxxxxxxx
Receivables LLC. The certificates will have zero principal balance and will
receive all excess cashflow from the trust.
Cutoff Date
The cutoff date will be December 1, 2001.
Statistical Calculation Date
The statistical calculation date will be the close of business on October
31, 2001.
Closing Date
The trust expects to issue the notes on December __, 2001.
Servicer
Franklin Capital Corporation, a wholly owned subsidiary of Franklin
Resources, Inc.
Insurer
MBIA Insurance Corporation, a New York stock insurance company. MBIA
Insurance Corporation will guarantee the full and timely payment of interest and
principal on the notes.
Indenture Trustee
The Bank of New York, a New York State banking corporation.
Owner Trustee
Bankers Trust (Delaware) a Delaware banking corporation.
Interest and Principal Distribution Dates
On the 20th day of each month (or if the 20th day is not a business day,
the next business day), the trust will pay interest and principal on the notes.
First Scheduled Distribution Date
The first scheduled distribution date will be January 22, 2002.
Record Date
On each distribution date, the trust will pay interest and principal to the
holders of record of the notes for that distribution date. The record date for
the notes will be the day immediately preceding each distribution date.
Interest Rates
The trust will pay interest on each class of notes at fixed annual rates.
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
2
Interest Accrual
1. For the Class A-1 Notes - "Actual/360," accrued from and including the
previous distribution date to but excluding the current distribution date.
2. For all other classes of notes - "30/360," accrued from the 20th day of
the previous month to but excluding the 20th day of the current month.
This means that, if there are no outstanding shortfalls in the payment of
interest, the interest due on each distribution date for each class of notes
will be the product of:
1. the related outstanding principal balance;
2. the related interest rate; and
3. for all classes of notes except for the Class A-1 Notes, one-twelfth (or
in the case of the first distribution date, __ divided by 360), and for the
Class A-1 Notes, the actual number of days in the interest accrual period (or in
the case of the first distribution date, __ days) divided by 360.
Sequential Principal Payments
The trust will generally pay principal sequentially, first to the Class A-1
Notes until that class is paid in full, then to the Class A-2 Notes until that
class is paid in full, then to the Class A-3 Notes until that class is paid in
full and then to the Class A-4 Notes until that class is paid in full.
Optional Redemption
The servicer has the option to purchase all of the receivables on any
distribution date on which the aggregate principal balance of the receivables is
10% or less of the aggregate principal balance of the receivables at the time
they were sold to the trust (provided, however, that the servicer will require
the consent of MBIA Insurance Corporation, if such purchase would result in a
claim on the note policy or would result in any amount owing to MBIA Insurance
Corporation remaining unpaid) at a price equal to the outstanding principal
balance of the notes plus accrued and unpaid interest thereon. The trust will
apply such payment to the redemption of the notes in full.
Mandatory Redemption
If an event of default under the indenture exists, the notes may be
accelerated and subject to immediate payment at a price equal to the outstanding
principal balance of the notes plus accrued and unpaid interest thereon. If an
event of default under the insurance and reimbursement agreement exists, the
notes will automatically be accelerated and subject to immediate payment at a
price equal to the outstanding principal balance of the notes plus accrued and
unpaid interest thereon. MBIA Insurance Corporation will not guarantee payment
of any amounts that become due on an accelerated basis.
The Note Policy
Pursuant to a financial guaranty insurance policy, MBIA Insurance
Corporation will unconditionally and irrevocably guarantee the full and timely
payment of interest and principal on the notes on each distribution date.
Final Scheduled Distribution Dates
The trust is required to pay the outstanding principal amount of each class
of notes, to the extent not previously paid, in full on the final scheduled
distribution dates specified below:
Class A-1 Notes: December 20, 2002
Class A-2 Notes: August 20, 2004
Class A-3 Notes: February 20, 2006
Class A-4 Notes: July 20, 2009
Ratings
It is a condition to the issuance of the Class A-1 Notes that they are
rated "A-1+" by Standard & Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., and "P-1" by Xxxxx'x Investors Service, Inc. It is a condition to the
issuance of all other classes of notes that they are rated "AAA" by Standard &
Poor's and "Aaa" by Xxxxx'x Investors Service, Inc.
A rating is not a recommendation to purchase, hold or sell the notes, in as
much as such rating does not comment as to market price or suitability for a
particular investor. The ratings of the notes address the likelihood of the
payment of principal and interest on the notes pursuant to their terms. A rating
agency may lower or withdraw its rating in the future, at its discretion.
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
3
Minimum Denominations
$1,000 and integral multiples thereof.
Registration, Clearance and Settlement
The trust will issue the notes in book-entry form only. If you acquire a
beneficial interest in the notes, you will hold your interest through The
Depository Trust Company in the United States or Clearstream Banking, societe
anonyme or the Euroclear System in Europe.
Tax Status
Opinions of Counsel
Xxxxxxxx & Xxxxxxxx LLP is of the opinion that for federal income tax
purposes:
o the proper tax treatment of the notes is as indebtedness; and
o the trust will not be classified as an association (or a publicly
traded partnership) taxable as a corporation.
Investor Representations
If you purchase the notes, you agree by your purchase that you will treat
the notes as indebtedness.
ERISA Considerations
The notes are generally eligible for purchase by employee benefit plans.
Legal Investment
The Class A-1 Notes will be eligible securities for purchase by money
market funds under Rule 2a-7 under the Investment Company Act of 1940, as
amended.
Investor Information -- Mailing Address, Telephone Number and Facsimile Number
The mailing address of Franklin Receivables LLC and Franklin Capital
Corporation is 00 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000. The
telephone number and facsimile number of Franklin Receivables LLC is (801)
238-6700 and (000) 000-0000, respectively, and the telephone number and
facsimile number of Franklin Capital Corporation is (000) 000-0000 and (800)
881-8892, respectively.
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
4
STRUCTURAL SUMMARY
This summary briefly describes certain major structural components of the
trust. To fully understand the terms of the trust, you will need to read both
the prospectus supplement and the prospectus, each in its entirety.
Transfer of Receivables and Flow of Funds
Franklin Receivables LLC, the seller, will purchase certain prime,
non-prime and sub-prime motor vehicle retail installment sale contracts
originated indirectly by Franklin Capital Corporation, which constitute the
receivables. Franklin Receivables LLC will sell the receivables with an
aggregate principal balance of $286,413,826.67 as of the statistical calculation
date to Franklin Auto Trust 2001-2 on the closing date. The trust will issue
notes for purchase by investors to pay for the receivables. The following chart
represents the flow of funds invested by investors:
------------------------------------------
Franklin Capital Corporation
------------------------------------------
| /|\
Receivables | | $
\|/ | |
------------------------------------------
Franklin Receivables LLC
(Seller)
------------------------------------------
| /|\
| | $ and
| | Certificates
Receivables | |
\|/ |
------------------------------------------
Franklin Auto Trust
2001-2
(Issuer)
------------------------------------------
| /|\
| |
Notes | | $
\|/ |
------------------------------------------
Investors
------------------------------------------
Property of the Trust
The property of the trust will include the following:
o the receivables and collections on the receivables;
o security interests in the vehicles financed by the receivables;
o bank accounts;
o rights to proceeds under insurance policies that cover the obligors
under the receivables or the vehicles financed by the receivables;
o remedies for breaches of representations and warranties made by the
dealers that originated the receivables;
o receivables files;
o all proceeds of the foregoing; and
o other rights under documents relating to the receivables and the sale
of the receivables.
Composition of the Receivables
The composition of the receivables as of statistical calculation date is as
follows:
o Aggregate Outstanding
Principal Balance $286,413,826.67
o Credit Quality as a
Percentage of
Aggregate Outstanding
Principal Balance
o prime 43.75%
o non-prime 53.93%
o sub-prime 2.32%
o Number of Receivables 17,209
o Average Outstanding
Principal Balance $16,643.26
o Average Original Amount
Financed $17,694.28
o Weighted Average APR 12.78%
o Weighted Average
Original Term 67.7 months
o Weighted Average
Remaining Term 62.5 months
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
5
Servicer of the Receivables
Franklin Capital Corporation will be the servicer of the receivables. On
each distribution date, the trust will pay the servicer a servicing fee for
servicing the receivables.
Priority of Distributions
From collections on the receivables during the prior calendar month and
surety draws (in the event of any shortfalls), the trust will pay the following
amounts on each distribution date in the following order of priority:
(1) to the servicer, the servicing fee and any overdue servicing fees
payable to the servicer;
(2) to the insurer, any accrued and unpaid fees of the insurer;
(3) to the holders of the notes, interest payments allocated to each class
of notes;
(4) to the holders of the notes, principal payments allocated to each
class of notes sequentially, commencing with the Class A-1 Notes;
(5) to the insurer, any interest due on outstanding surety draws;
(6) to the insurer, to the extent of available funds, the amount, if any,
to reimburse the insurer for certain payments paid under the note
policy and for certain defense costs and expenses;
(7) to the insurance spread account, to the extent the amount therein is
less than the required amount;
(8) to the indenture trustee, to the extent of available funds, any
outstanding trustee's fees, expenses and indemnification payable to
the indenture trustee, not previously paid to it by the servicer;
(9) to the servicer, the additional servicing fee and any overdue
additional servicing fees, if any, payable to the servicer; and
(10) to the holders of the certificates, any remaining funds.
--------------------------------------------------------------------------------
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
6
THE RECEIVABLES
The receivables will consist of prime, non-prime and sub-prime motor
vehicle retail installment sale contracts (the "Receivables"). The Receivables
were selected from Franklin Capital Corporation's ("Franklin Capital") portfolio
of motor vehicle retail installment contracts based on several criteria,
including the following: (a) each Receivable was originated indirectly by
Franklin Capital through the purchase thereof from dealers; (b) each Receivable
provides for calculation of interest in accordance with the simple interest
method; (c) each Receivable has a weighted average annual percentage rate
("APR") equal to or greater than 6.49% (except with respect to 13 of the
Receivables whose APR is less than 6.49%. For purposes of this securitization,
Franklin Receivables LLC (the "Seller") has discounted these Receivables and
accordingly has lowered the principal balance on these Receivables); (d) each
Receivable has an original term to maturity of not more than 84 months; (e) as
of the close of business on October 31, 2001 (the "Statistical Calculation
Date"), the most recent scheduled payment of each Receivable was made by or on
behalf of the Obligor or was not contractually delinquent more than 30 days; (f)
no Financed Vehicle has been repossessed without reinstatement as of the
Statistical Calculation Date ; and (g) as of the Statistical Calculation Date,
no obligor on any Receivable was the subject of a bankruptcy proceeding
commenced following the execution of the related contract. For purposes of
clause (e), a Receivable is considered 30 days delinquent if 30 days have
elapsed since the date on which a scheduled payment had been due but not paid.
The statistical information presented in this term sheet, including the
summary statistical information set forth below, is based on the Receivables as
of the close of business on the Statistical Calculation Date. Prior to December
__, 2001 (the "Closing Date"), certain Receivables may be removed and additional
Receivables substituted therefor. Regularly scheduled payments and prepayments
of the Receivables (which are prepayable at any time) between the Statistical
Calculation Date and the Cutoff Date will affect the balances and percentages
set forth below.
While the statistical distribution of the final characteristics of all
Receivables transferred to the Trust on the Closing Date will vary from the
statistical information presented in this prospectus supplement, the Seller does
not believe that the characteristics of the Receivables on the Closing Date will
vary materially.
The distribution by credit quality, the distribution by new and used
financed vehicles, the geographic distribution, the distribution by outstanding
principal balance, the distribution by APR, the distribution by original term
and the distribution by remaining term, in each case of the Receivables as of
the Statistical Calculation Date, are set forth below.
Credit Quality of the Receivables as of the Statistical Calculation Date
Weighted Weighted
Aggregate Average Average Average Average
Outstanding Weighted Original Remaining Outstanding Original
Class of Principal Number of Average Term Term Principal Amount
Receivables(1) Balance Receivables APR (in months) (in months) Balance Financed
-------------- --------------- ----------- --------- ----------- ----------- ----------- -----------
Prime $125,306,189.13 7,176 9.82% 68.4 64.2 $17,461.84 $18,489.42
Non-Prime 154,450,885.74 9,485 14.87% 67.4 61.6 16,283.70 17,342.18
Sub-Prime 6,656,751.80 548 19.73% 61.7 53.4 12,147.36 13,376.43
------------ --- ----- ---- ---- --------- ---------
Total $286,413,826.67 17,209 12.78% 67.7 62.5 $16,643.26 $17,694.28
=============== ====== ===== ==== ==== ========== ==========
----------
(1) The Receivables have been allocated to the prime, non-prime and
sub-prime categories based on Franklin Capital's underwriting criteria. There
can be no assurance that greater percentages would not be classified as
non-prime or sub-prime under criteria used by other auto lenders.
--------------------------------------------------------------------------------
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
7
Distribution by New and Used Financed Vehicles as of the
Statistical Calculation Date
Percentage of
Aggregate Aggregate
Outstanding Outstanding
Number of Principal Principal
Receivables Balance Balance(1)
----------- ------- ----------
New 5,743 $115,458,406.59 40.31%
Used 11,466 170,955,420.08 59.69%
------ -------------- -----
Total 17,209 $286,413,826.67 100.00%
====== =============== ======
----------
(1) Percentages may not add to 100.00% because of rounding.
Geographic Distribution of the Receivables as of the
Statistical Calculation Date
Percentage of
Aggregate Aggregate
Outstanding Outstanding
Number of Principal Principal
State(1) Receivables Balance Balance(3)
-------- ----------- --------------- ----------
California 6,297 $100,550,811.29 35.11%
Nevada 5,353 89,600,542.75 31.28%
Arizona 3,234 59,754,030.78 20.86%
Oregon 765 11,983,932.59 4.18%
New Mexico 594 9,219,039.59 3.22%
Washington 297 4,522,353.68 1.58%
Utah 217 3,394,445.08 1.19%
Other(2) 452 7,388,670.91 2.58%
--- ------------ ------
Total 17,209 $286,413,826.67 100.00%
====== =============== ======
----------
(1) Based on billing addresses of the Obligors as of the Statistical
Calculation Date.
(2) Includes states with concentrations less than 1.00% by outstanding
principal balance.
(3) Percentages may not add to 100.00% because of rounding.
--------------------------------------------------------------------------------
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
8
Distribution by Outstanding Principal Balance of the Receivables
as of the Statistical Calculation Date
Percentage of
Aggregate Aggregate
Outstanding Outstanding
Range of Outstanding Number of Principal Principal
Principal Balance Receivables Balance Balance(1)
----------------- ----------- ------------ --------------
$ 0.00 to $4,999.99 288 $ 1,062,033.81 0.37%
$ 5,000.00 to $9,999.99 2,173 17,579,847.20 6.14%
$ 10,000.00 to $14,999.99 5,215 65,971,243.62 23.03%
$ 15,000.00 to $19,999.99 4,851 84,082,323.14 29.36%
$ 20,000.00 to $24,999.99 2,831 63,090,744.17 22.03%
$ 25,000.00 to $29,999.99 1,240 33,538,826.49 11.71%
$30,000.00 and greater 611 21,088,808.24 7.36%
--- ------------- ----
Total 17,209 $286,413,826.67 100.00%
====== =============== ======
----------
(1) Percentages may not add to 100.00% because of rounding.
Distribution by Annual Percentage Rate of the Receivables as of the
Statistical Calculation Date
Percentage of
Aggregate Aggregate
Outstanding Outstanding
Range of Annual Number of Principal Principal
Percentage Rate Receivables Balance Balance(1)
--------------- ----------- ----------- --------------
6.49% to 6.99% 348 $ 5,867,790.05 2.05%
7.00% to 7.99% 1,177 19,960,324.54 6.97%
8.00% to 8.99% 1,425 26,188,266.10 9.14%
9.00% to 9.99% 1,762 32,914,393.60 11.49%
10.00% to 10.99% 1,579 29,494,055.03 10.30%
11.00% to 11.99% 1,313 24,092,009.24 8.41%
12.00% to 12.99% 1,562 27,517,715.19 9.61%
13.00% to 13.99% 1,448 24,968,713.13 8.72%
14.00% to 14.99% 1,282 20,921,938.83 7.30%
15.00% to 15.99% 1,210 19,326,171.33 6.75%
16.00% to 16.99% 1,064 16,438,380.94 5.74%
17.00% to 17.99% 733 10,563,734.07 3.69%
18.00% to 18.99% 785 10,528,606.95 3.68%
19.00% to 19.99% 510 6,663,551.68 2.33%
20.00% and greater 1,011 10,968,175.99 3.83%
----- ------------- ----
Total 17,209 $286,413,826.67 100.00%
====== =============== ======
----------
(1) Percentages may not add to 100.00% because of rounding.
--------------------------------------------------------------------------------
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
9
Distribution by Original Term of the Receivables as of the
Statistical Calculation Date
Percentage of
Aggregate Aggregate
Outstanding Outstanding
Number of Principal Principal
Range of Original Term Receivables Balance Balance(1)
---------------------- ----------- ---------------- ----------
12 Months and under 5 $ 23,715.53 0.01%
13 to 24 Months 67 394,613.66 0.14%
25 to 36 Months 386 2,715,532.92 0.95%
37 to 48 Months 889 8,373,129.92 2.92%
49 to 60 Months 6,180 84,105,867.97 29.37%
61 to 72 Months 9,124 175,799,523.68 61.38%
73 to 84 Months 558 15,001,442.99 5.24%
--- -------------
Total 17,209 $286,413,826.67 100.00%
====== =============== ======
----------
(1) Percentages may not add to 100.00% because of rounding.
Distribution by Remaining Term of the Receivables as of the
Statistical Calculation Date
Percentage of
Aggregate Aggregate
Outstanding Outstanding
Number of Principal Principal
Range of Remaining Term Receivables Balance Balance(1)
----------------------- ----------- ----------- --------------
12 Months and under 17 $ 55,281.39 0.02%
13 to 24 Months 131 $ 681,895.11 0.24%
25 to 36 Months 522 3,912,810.66 1.37%
37 to 48 Months 1,588 16,924,514.84 5.91%
49 to 60 Months 6,415 92,196,079.61 32.19%
61 to 72 Months 8,051 159,237,792.16 55.60%
73 to 84 Months 485 13,405,452.90 4.68%
----- ------------- ----
Total 17,209 $286,413,826.67 100.00%
====== =============== ======
----------
(1) Percentages may not add to 100.00% because of rounding.
--------------------------------------------------------------------------------
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
10
Delinquency and Loss Experience
Franklin Capital began operations in November 1993. The table below sets
forth the delinquency and loss experience of Franklin Capital (including the
delinquency and loss experience of Franklin Capital with respect to the
receivables securitized by Franklin Capital through Franklin Auto Trust 1998-1,
Franklin Auto Trust 1999-1, Franklin Auto Trust 2000-1 and Franklin Auto Trust
2001-1, all of which have been serviced since origination by Franklin Capital)
as of the end of each of the periods indicated. The information set forth in the
following table may be affected by the size, growth and decline, and seasoning
of the portfolio. Accordingly, no assurances can be given that the delinquency
and loss experience presented in the tables below will be indicative of such
experience on the Receivables.
Franklin Capital Corporation
Managed Auto Portfolio
Historical Delinquency and Loss Experience
As of September 30
-----------------------------------------------------------------------------------------------
Delinquency
experience 1997 1998 1999 2000 2001
---------- -------------- -------------- -------------- -------------- --------------
Portfolio Outstanding at end of
period(1) $ 154,271,605 $ 174,051,033 $ 245,912,696 $ 363,186,776 $ 507,479,737
Delinquencies at end of period(2)
30-59 days $ 1,929,654 $ 1,162,589 $ 1,858,105 $ 3,021,294 $ 4,824,137
60-89 days 729,097 471,116 613,692 1,225,530 1,389,912
90 days or more 1,326,175 591,084 589,888 924,927 1,555,133
-------------- -------------- -------------- -------------- --------------
Total delinquencies $ 3,984,926 $ 2,224,789 $ 3,061,685 $ 5,171,751 $ 7,769,182
-------------- -------------- -------------- -------------- --------------
Total delinquencies as a
percentage of portfolio
outstanding at end of period 2.58% 1.28% 1.25% 1.42% 1.53%
============== ============== ============== ============== ==============
During fiscal years ended September 30
-----------------------------------------------------------------------------------------------
Credit/Loss
experience 1997 1998 1999 2000 2001
---------- -------------- ----------- -------------- -------------- --------------
Average portfolio outstanding
during period (1)(3) $ 162,745,276 $ 159,336,467 $ 203,783,780 $ 308,038,920 $ 419,608,755
Average number of loans
outstanding during period 14,780 15,282 18,256 23,712 30,939
Number of repossessions during
period 760 498 504 648 698
Repossessions as a percentage of
average number of loans
outstanding during period 5.1% 3.3% 2.8% 2.7% 2.3%
Gross charge-offs(4) $ 6,580,261 $ 3,065,263 $ 3,762,725 $ 5,716,206 $ 7,554,203
Recoveries(5) 1,854,461 990,349 1,032,369 1,358,086 1,383,159
-------------- -------------- -------------- -------------- --------------
Net losses $ 4,725,800 $ 2,074,914 $ 2,730,356 $ 4,358,120 $ 6,171,044
-------------- -------------- -------------- -------------- --------------
Net losses as a percentage of
average portfolio outstanding
during the period 2.90% 1.30% 1.34% 1.41% 1.47%
=============== ============== ============== ============== ==============
Notes
(1) For simple interest contracts, Portfolio Outstanding represents the
outstanding principal balance plus the insurance receivable (if any).
Portfolio Outstandings are reduced by any rejected or unapplied payments,
but such amounts are not subtracted from the balances of delinquent
contracts. Portfolio Outstanding also includes unearned dealer reserve.
(2) The period of delinquency is based on the number of days scheduled payments
are contractually past due. Includes receivables on hand that have not been
charged-off.
(3) Average calculated on a daily basis, except as noted.
(4) Gross charge-offs represents the outstanding balance (calculated as per 1
above) of contracts charged-off in the period less proceeds from the
disposition of the collateral, net of any repossession expenses.
(5) Recoveries represents amounts received on previously charged-off contracts
net of recovery expenses. Article II.
--------------------------------------------------------------------------------
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
11
WEIGHTED AVERAGE LIFE CONSIDERATIONS
The rate of payment of principal of each Class of Notes will depend on the
rate of payment (including prepayments) of the principal balance of the
Receivables. As a result, final payment of any Class of Notes could occur
significantly earlier than the Final Scheduled Distribution Date for such Class
of Notes. Reinvestment risk associated with early payment of the Notes will be
borne exclusively by the Noteholders.
Prepayments on automotive receivables can be measured relative to a
prepayment standard or model. The model used in this prospectus supplement, the
absolute prepayment model ("ABS"), represents an assumed rate of prepayment each
month relative to the original number of receivables in a pool of receivables.
ABS further assumes that all the receivables are the same size and amortize at
the same rate and that each receivable in each month of its life will either be
paid as scheduled or be prepaid in full. For example, in a pool of receivables
originally containing 10,000 receivables, a 1% ABS rate means that 100
receivables prepay each month. ABS does not purport to be a historical
description of prepayment experience or a prediction of the anticipated rate of
prepayment of any pool of receivables, including the Receivables.
The table captioned "Percent of Initial Note Principal Balance at Various
ABS Percentages" (the "ABS Table") has been prepared on the basis of the
following assumptions: (a) the Trust includes 5 pools of Receivables with the
characteristics set forth in the following table; (b) the Receivables prepay in
full at the specified constant percentage of ABS monthly, with no defaults,
losses or repurchases; (c) each scheduled monthly payment on the Receivables is
made on the last day of each month and each month has 30 days; (d) the initial
principal amount of each Class of Notes is as set forth on the cover page
hereof; (e) interest accrues during each Interest Period at the applicable
Interest Rate; (f) payments on the Notes are made on the twentieth day of each
month whether or not a Business Day; (g) the Notes are purchased on the Closing
Date; (h) the scheduled monthly payment for each Receivable has been calculated
on the basis of the assumed characteristics in the following table such that
each Receivable will amortize in amounts sufficient to repay the principal
balance of such Receivable by its indicated remaining term to maturity; (i) the
first due date for each Receivable is in the month after the Cutoff Date; (j)
the Cutoff Date is December 1, 2001; and (k) the Servicer does not exercise its
option to purchase the Receivables.
Aggregate Remaining Term
Outstanding Seasoning to Maturity
Pool Principal Balance APR (in Months) (in Months)
---- ----------------- --- ----------- -----------
1 $ 5,284,795.83 15.086% 11 29
2 $ 19,736,233.40 16.203% 13 44
3 $ 99,251,132.53 13.153% 8 55
4 $ 75,676,425.34 12.933% 9 65
5 $100,051,412.90 11.485% 4 70
Total $300,000,000.00 12.776% 6 61
The ABS Table indicates, based on the assumptions set forth above, the
percentages of the initial principal amount of each Class of Notes that would be
outstanding after each of the Distribution Dates shown at various percentages of
ABS and the corresponding weighted average lives of such Notes. The actual
characteristics and performance of the Receivables will differ from the
assumptions used in constructing the ABS Table. The assumptions used are
hypothetical and have been provided only to give a general sense of how the
principal cash flows might behave under varying prepayment scenarios. For
example, it is very unlikely that the Receivables will prepay at a constant
level of ABS until maturity or that all of the Receivables will prepay at the
same level of ABS. Moreover, the diverse terms of Receivables could produce
slower or faster principal distributions than indicated in the ABS Table at the
various constant percentages of ABS specified, even if the original and
remaining terms to maturity of the Receivables are as assumed. Any difference
between such assumptions and the actual characteristics and performance of the
Receivables, or actual prepayment experience, will affect the percentages of
initial balances outstanding over time and the weighted average lives of each
Class of Notes.
--------------------------------------------------------------------------------
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
12
Percent of Initial Note Principal Balance at Various ABS Percentages
Class A-1 Notes(1) Class A-2 Notes(2)
Distribution Date 0.50% 1.00% 1.50% 2.00% 0.50% 1.00% 1.50% 2.00%
Closing Date 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
01/20/02 90.61 87.59 84.31 80.74 100.00 100.00 100.00 100.00
02/20/02 81.21 75.25 68.77 61.72 100.00 100.00 100.00 100.00
03/20/02 71.82 62.98 53.40 42.95 100.00 100.00 100.00 100.00
04/20/02 62.42 50.79 38.18 24.44 100.00 100.00 100.00 100.00
05/20/02 53.02 38.68 23.13 6.18 100.00 100.00 100.00 100.00
06/20/02 43.62 26.65 8.25 0.00 100.00 100.00 100.00 91.28
07/20/02 34.22 14.70 0.00 0.00 100.00 100.00 95.22 78.19
08/20/02 24.82 2.83 0.00 0.00 100.00 100.00 84.49 65.31
09/20/02 15.42 0.00 0.00 0.00 100.00 93.39 73.88 52.63
10/20/02 6.02 0.00 0.00 0.00 100.00 84.76 63.41 40.16
11/20/02 0.00 0.00 0.00 0.00 97.51 76.19 53.07 27.90
12/20/02 0.00 0.00 0.00 0.00 90.57 67.68 42.88 15.85
01/20/03 0.00 0.00 0.00 0.00 83.63 59.25 32.82 4.03
02/20/03 0.00 0.00 0.00 0.00 76.70 50.88 22.90 0.00
03/20/03 0.00 0.00 0.00 0.00 69.77 42.59 13.13 0.00
04/20/03 0.00 0.00 0.00 0.00 62.84 34.36 3.51 0.00
05/20/03 0.00 0.00 0.00 0.00 55.92 26.21 0.00 0.00
06/20/03 0.00 0.00 0.00 0.00 49.00 18.14 0.00 0.00
07/20/03 0.00 0.00 0.00 0.00 42.08 10.14 0.00 0.00
08/20/03 0.00 0.00 0.00 0.00 35.16 2.22 0.00 0.00
09/20/03 0.00 0.00 0.00 0.00 28.25 0.00 0.00 0.00
10/20/03 0.00 0.00 0.00 0.00 21.35 0.00 0.00 0.00
11/20/03 0.00 0.00 0.00 0.00 14.45 0.00 0.00 0.00
12/20/03 0.00 0.00 0.00 0.00 7.56 0.00 0.00 0.00
01/20/04 0.00 0.00 0.00 0.00 0.67 0.00 0.00 0.00
02/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
03/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
04/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
05/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
06/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
07/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
08/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
09/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
10/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
11/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
12/20/04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
01/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
02/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
03/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
04/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
05/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
06/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
07/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
08/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
09/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
10/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
11/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
12/20/05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
01/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
02/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
03/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
04/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
05/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
06/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
07/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
08/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
09/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
10/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
11/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
12/20/06 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
01/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
02/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
03/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
04/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
05/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
06/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
07/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
08/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
09/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
10/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average Life to
Maturity (Years) (5)(6) 0.51 0.40 0.33 0.28 1.55 1.24 1.01 0.83
--------------------------------------------------------------------------------
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
13
Percent of Initial Note Principal Balance at Various ABS Percentages
Class A-3 Notes(3) Class A-4 Notes(4)
Distribution Date 0.50% 1.00% 1.50% 2.00% 0.50% 1.00% 1.50% 2.00%
Closing Date 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
01/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
02/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
03/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
04/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
05/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
06/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
07/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
08/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
09/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
10/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
11/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
12/20/02 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
01/20/03 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
02/20/03 100.00 100.00 100.00 93.80 100.00 100.00 100.00 100.00
03/20/03 100.00 100.00 100.00 84.49 100.00 100.00 100.00 100.00
04/20/03 100.00 100.00 100.00 75.37 100.00 100.00 100.00 100.00
05/20/03 100.00 100.00 95.12 66.44 100.00 100.00 100.00 100.00
06/20/03 100.00 100.00 87.49 57.70 100.00 100.00 100.00 100.00
07/20/03 100.00 100.00 79.98 49.17 100.00 100.00 100.00 100.00
08/20/03 100.00 100.00 72.61 40.83 100.00 100.00 100.00 100.00
09/20/03 100.00 95.40 65.37 32.71 100.00 100.00 100.00 100.00
10/20/03 100.00 89.05 58.27 24.79 100.00 100.00 100.00 100.00
11/20/03 100.00 82.76 51.30 17.09 100.00 100.00 100.00 100.00
12/20/03 100.00 76.55 44.47 9.60 100.00 100.00 100.00 100.00
01/20/04 100.00 70.40 37.79 2.34 100.00 100.00 100.00 100.00
02/20/04 94.91 64.33 31.25 0.00 100.00 100.00 100.00 94.61
03/20/04 89.28 58.33 24.85 0.00 100.00 100.00 100.00 86.82
04/20/04 83.66 52.40 18.61 0.00 100.00 100.00 100.00 79.28
05/20/04 78.05 46.55 12.52 0.00 100.00 100.00 100.00 72.02
06/20/04 72.64 40.94 6.69 0.00 100.00 100.00 100.00 65.09
07/20/04 67.24 35.41 1.01 0.00 100.00 100.00 100.00 58.44
08/20/04 61.85 29.95 0.00 0.00 100.00 100.00 94.84 52.05
09/20/04 56.46 24.57 0.00 0.00 100.00 100.00 88.70 45.93
10/20/04 51.08 19.26 0.00 0.00 100.00 100.00 82.73 40.10
11/20/04 45.71 14.04 0.00 0.00 100.00 100.00 76.95 34.55
12/20/04 40.36 8.91 0.00 0.00 100.00 100.00 71.36 29.29
01/20/05 35.00 3.86 0.00 0.00 100.00 100.00 65.96 24.32
02/20/05 29.66 0.00 0.00 0.00 100.00 98.73 60.76 19.77
03/20/05 24.33 0.00 0.00 0.00 100.00 93.15 55.75 15.48
04/20/05 19.01 0.00 0.00 0.00 100.00 87.67 50.94 11.46
05/20/05 13.71 0.00 0.00 0.00 100.00 82.29 46.34 7.72
06/20/05 8.41 0.00 0.00 0.00 100.00 77.02 41.94 5.26
07/20/05 3.12 0.00 0.00 0.00 100.00 71.85 37.75 3.82
08/20/05 0.00 0.00 0.00 0.00 97.54 66.80 33.78 2.47
09/20/05 0.00 0.00 0.00 0.00 92.09 62.22 30.15 1.19
10/20/05 0.00 0.00 0.00 0.00 86.66 57.75 26.71 0.00
11/20/05 0.00 0.00 0.00 0.00 81.24 53.37 23.48 0.00
12/20/05 0.00 0.00 0.00 0.00 75.83 49.11 20.44 0.00
01/20/06 0.00 0.00 0.00 0.00 70.45 44.95 17.61 0.00
02/20/06 0.00 0.00 0.00 0.00 65.08 40.89 14.98 0.00
03/20/06 0.00 0.00 0.00 0.00 59.72 36.95 12.57 0.00
04/20/06 0.00 0.00 0.00 0.00 54.39 33.12 10.37 0.00
05/20/06 0.00 0.00 0.00 0.00 49.07 29.41 8.39 0.00
06/20/06 0.00 0.00 0.00 0.00 43.78 25.81 6.64 0.00
07/20/06 0.00 0.00 0.00 0.00 38.50 22.33 5.10 0.00
08/20/06 0.00 0.00 0.00 0.00 35.39 20.16 3.94 0.00
09/20/06 0.00 0.00 0.00 0.00 32.30 18.06 2.90 0.00
10/20/06 0.00 0.00 0.00 0.00 29.22 16.03 2.08 0.00
11/20/06 0.00 0.00 0.00 0.00 26.15 14.07 1.51 0.00
12/20/06 0.00 0.00 0.00 0.00 23.09 12.18 1.00 0.00
01/20/07 0.00 0.00 0.00 0.00 20.05 10.37 0.57 0.00
02/20/07 0.00 0.00 0.00 0.00 17.03 8.63 0.20 0.00
03/20/07 0.00 0.00 0.00 0.00 14.02 6.97 0.00 0.00
04/20/07 0.00 0.00 0.00 0.00 11.02 5.39 0.00 0.00
05/20/07 0.00 0.00 0.00 0.00 8.04 3.88 0.00 0.00
06/20/07 0.00 0.00 0.00 0.00 6.41 3.02 0.00 0.00
07/20/07 0.00 0.00 0.00 0.00 4.80 2.20 0.00 0.00
08/20/07 0.00 0.00 0.00 0.00 3.19 1.42 0.00 0.00
09/20/07 0.00 0.00 0.00 0.00 1.59 0.69 0.00 0.00
10/20/07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average Life to
Maturity (Years) (5)(6) 2.91 2.45 2.01 1.65 4.56 4.15 3.52 2.81
Weighted Average Life to Call
(Years) (5)(7) 2.91 2.45 2.01 1.65 4.36 3.92 3.33 2.68
Month of Optional Purchase (7) N/A N/A N/A N/A 08/06 03/06 08/05 11/04
--------------------------------------------------------------------------------
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
14
----------
(1) The Class A-1 Final Scheduled Distribution Date is the December 20, 2002
Distribution Date; payment of interest and principal in full of the Class
A-1 Notes on such date is guaranteed by the Note Policy to the extent
described herein.
(2) The Class A-2 Final Scheduled Distribution Date is the August 20, 2004
Distribution Date; payment of interest and principal in full of the Class
A-2 Notes on such date is guaranteed by the Note Policy to the extent
described herein.
(3) The Class A-3 Final Scheduled Distribution Date is the February 20, 2006
Distribution Date; payment of interest and principal in full of the Class
A-3 Notes on such date is guaranteed by the Note Policy to the extent
described herein.
(4) The Class A-4 Final Scheduled Distribution Date is the July 20, 2009
Distribution Date; payment of interest and principal in full of the Class
A-4 Notes on such date is guaranteed by the Note Policy to the extent
described herein.
(5) The weighted average life of the Notes is determined by (a) multiplying the
amount of each principal payment on a note by the number of years from the
date of the issuance of the note to the related Distribution Date, (b)
adding the results and (c) dividing the sum by the related initial
principal amount of the note.
(6) This calculation assumes that the Servicer does not exercise its option to
purchase the Receivables.
(7) This calculation assumes that the Servicer exercises its option to purchase
the Receivables.
--------------------------------------------------------------------------------
This term sheet supersedes any previous term sheet, and will be superseded by
the information set forth in the prospectus and prospectus supplement. This page
must be accompanied by a disclaimer. If you did not receive such a disclaimer,
please contact Xxxxxxx Xxxxx Xxxxxx Inc. immediately.
15
