-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DsU5yk8ZMfM3nWZxm+npIIsGybPjA/YB5GT1tTeP+//RGtnWI0TVvIOLLVZ1zqYK dg5S2zn8N/g657I//VhHrA== 0000950128-98-000699.txt : 19980401 0000950128-98-000699.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950128-98-000699 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PNC STUDENT LOAN TRUST I CENTRAL INDEX KEY: 0001041263 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364142114 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-25433-01 FILM NUMBER: 98583768 BUSINESS ADDRESS: STREET 1: FIRST NATIONAL BANK OF CHICAGO STREET 2: ONE FIRST NATIONAL PLAZA STE 0216 CITY: CHICAGO STATE: IL ZIP: 60670 BUSINESS PHONE: 4127621901 MAIL ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 2490FIFTH AVE 21ST FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222-2707 10-K405 1 PNC STUDENT LOAN TRUST 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1997 OR [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ------------- ------------------ COMMISSION FILE NUMBER - 333-25433-01 PNC STUDENT LOAN TRUST I (Exact name of registrant as specified in its charter) DELAWARE 36-4142114 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) C/O THE FIRST NATIONAL BANK OF CHICAGO, AS ELIGIBLE LENDER TRUSTEE ONE FIRST NATIONAL PLAZA, SUITE 0216 CHICAGO, ILLINOIS 60670 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code - (312) 407-1892 Securities registered pursuant to Section 12 (b) of the Act: NONE Securities registered pursuant to Section 12 (g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. [ ] NOT APPLICABLE State the aggregate market value of the voting stock held by non-affiliates of the registrant: NONE No documents are incorporated by reference into this Form 10-K (except certain exhibits included in Item 14). 2 This Annual Report on Form 10-K for PNC Student Loan Trust I (the "Trust") is filed in reliance upon certain no action letters issued by the Office of the Chief Counsel, Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") relating to similar trusts stating that the Commission will not object if the Trust files reports pursuant to Section 13 and 15(d) of the Securities and Exchange Act of 1934 in the manner described in a letter dated July 1, 1997 to the Commission on behalf of the Trust. Accordingly, certain items have been omitted from or modified in this Annual Report on Form 10-K. PART I ITEM 1. BUSINESS Omitted. ITEM 2. PROPERTIES The property of the Trust includes a pool of guaranteed education loans (the "Financed Student Loans") to students and parents of students acquired by The First National Bank of Chicago as the Eligible Lender Trustee on behalf of the Trust from PNC Bank, N.A. ("PNC Bank"), collections and other payments with respect to the Financed Student Loans, monies on deposit in certain Trust accounts, and all of the Trust's rights under swap agreements into which the Trust entered. For more information regarding the property of the Trust, see (i) the Administrator's Annual Statement of Compliance (attached hereto as Exhibit 99.1) provided by PNC Bank as the Administrator of the Trust pursuant to Section 4.8 of the Transfer and Servicing Agreement dated as of June 25, 1997, as amended, among the Trust, PNC Bank, as Master Servicer and Administrator and The First National Bank of Chicago, as Eligible Lender Trustee (the "Transfer and Servicing Agreement"), and (ii) the Master Servicer's Annual Statement of Compliance (attached hereto as Exhibit 99.2) provided by PNC Bank as the Master Servicer of the Financed Student Loans owned by the Trust pursuant to Section 4.8 of the Transfer and Servicing Agreement. ITEM 3. LEGAL PROCEEDINGS The Registrant knows of no material pending legal proceedings involving the Trust or its property. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS Except as provided below, no matters were submitted to either the Certificateholders or the Noteholders for a vote or consent during the period covered by this Annual Report. On June 25, 1997, the Certificateholders unanimously consented to Amendment No. 1 dated as of June 25, 1997 to the Trust Agreement dated as of March 27, 1997. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS At December 31, 1997, there were two beneficial and registered holders of the Trust's Asset Backed Certificates: (i) PNC Bank and (ii) Amacar Investments L.L.C. There is no established public market in which such Certificates are traded. ITEM 6. SELECTED FINANCIAL DATA Omitted. 2 3 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Omitted. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Omitted. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Nothing to report. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Omitted. ITEM 11. EXECUTIVE COMPENSATION Omitted. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of December 31, 1997, the Trust's Asset Backed Certificates were registered in the names of Amacar Investments L.L.C. and PNC Bank. Listed below are further details, including the percentage ownership of such Certificates.
Name and Address of Amount and nature of Title of Class Beneficial Owner Beneficial Ownership Percent of Class - -------------------------- ------------------- -------------------- ---------------- PNC Student Loan Amacar Investments Trust I - Asset Backed L.L.C. $951.00 95.1% Certificates 6707 Fairview Road Principal amount of Suite D Certificates Charlotte, NC 28210 PNC Bank, N. A. $49.00 4.9% One PNC Plaza Principal amount of 249 Fifth Avenue Certificates Pittsburgh, PA 15222-2707
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Nothing to report. 3 4 PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Reports on Form 8-K Current Reports on Form 8-K, reporting under Items 5 and 7, were filed with the Commission on July 1, 1997, July 25, 1997, August 25, 1997, September 25, 1997, October 27, 1997, November 25, 1997 and December 26, 1997. Exhibits The exhibits listed on the Exhibit Index on pages 5 and 6 of this Form 10-K are filed herewith or are incorporated herein by reference. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PNC Student Loan Trust I (Registrant) By: PNC Bank, National Association (not in its individual capacity but solely as Administrator) By: /s/ Bryan W. Ridley -------------------------- Bryan W. Ridley Senior Vice President Dated March 31, 1998 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15 (d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Certificateholders or Noteholders during the period covered by this Annual Report on Form 10-K and the Registrant does not intend to furnish such materials to Certificateholders or Noteholders subsequent to the filing of this report. 4 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 4.1 Indenture dated as of March 27, 1997, as amended as of June 25, 1997, between the Trust and Bankers Trust Company as the Indenture Trustee, incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K dated June 20, 1997 at File No. 333-25433-01. 4.2 Second Terms Supplement to Indenture (including forms of Notes) dated as of June 25, 1997, between the Trust and Bankers Trust Company as the Indenture Trustee, incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K dated June 20, 1997 at File No. 333-25433-01. 4.3 Trust Agreement dated as of March 27, 1997, among PNC Bank, N.A., as the Depositor, The First National Bank of Chicago as the Eligible Lender Trustee and First Chicago Delaware, Inc., as the Delaware Trustee, incorporated by reference to Exhibit 4.3 to Amendment No. 1 to Registration Statement on Form S-3 at File No. 333-25433-01. 4.4 Amendment No. 1 to Trust Agreement dated as of June 25, 1997, incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K dated June 20, 1997 at File No. 333-25433-01. 4.5 Transfer and Servicing Agreement dated as of June 25, 1997, among the Trust, PNC Bank, N.A., as the Transferor, Master Servicer and Administrator and the First National Bank of Chicago as the Eligible Lender Trustee, incorporated by reference to Exhibit 4.5 to Current Report on Form 8-K dated June 20, 1997 at File No. 333-25433-01. 4.6 International Swap Dealers Association, Inc. Master Agreement and Schedule thereto and Confirmations (re: Class A-3 Notes, Class A-4 Notes and Class A-6 Notes) between the Trust and Morgan Guaranty Trust Company of New York as Swap Counterparty, incorporated by reference to Exhibit 4.6 to Current Report on Form 8-K dated June 20, 1997 at File No. 333-25433-01. 4.7 International Swap Dealers Association, Inc. Master Agreement and Schedule thereto and Confirmations (re: Class A-2 Notes, Class A-5 Notes and Class A-7 Notes) between the Trust and Deutsche Bank AG New York Branch as Swap Counterparty, incorporated by reference to Exhibit 4.7 to Current Report on Form 8-K dated June 20, 1997 at File No. 333-25433-01. 4.8 Guarantee Agreement with the California Student Aid Commission, incorporated by reference to Exhibit 4.6 to Amendment No. 2 to Registration Statement on Form S-3 at File No. 333-25433-01. 4.9 Guarantee Agreement with the Florida Department of Education, incorporated by reference to Exhibit 4.7 to Amendment No. 2 to Registration Statement on Form S-3 at File No. 333-25433-01. 4.10 Guarantee Agreement with the Georgia Higher Education Assistance Corporation, incorporated by reference to Exhibit 4.8 to Amendment No. 2 to Registration Statement on Form S-3 at File No. 333-25433-01. 4.11 Guarantee Agreement with the Great Lakes Higher Education Corporation, incorporated by reference to Exhibit 4.9 to Amendment No. 2 to Registration Statement on Form S-3 at File No. 333-25433-01. 5 6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 4.12 Guarantee Agreement with the Illinois Student Assistance Commission, incorporated by reference to Exhibit 4.10 to Amendment No. 2 to Registration Statement on Form S-3 at File No. 333-25433-01. 4.13 Guarantee Agreement with the Kentucky Higher Education Assistance Authority, incorporated by reference to Exhibit 4.11 to Amendment No. 2 to Registration Statement on Form S-3 at File No. 333-25433-01. 4.14 Guarantee Agreement with the Michigan Higher Education Assistance Authority, incorporated by reference to Exhibit 4.12 to Amendment No. 2 to Registration Statement on Form S-3 at File No. 333-25433-01. 4.15 Guarantee Agreement with the New Jersey Higher Education Assistance Authority, incorporated by reference to Exhibit 4.13 to Amendment No. 2 to Registration Statement on Form S-3 at File No. 333-25433-01. 4.16 Guarantee Agreement with the New Mexico Student Loan Guarantee Corporation, incorporated by reference to Exhibit 4.14 to Amendment No. 2 Registration Statement on Form S-3 at File No. 333-25433-01. 4.17 Guarantee Agreement with the Pennsylvania Higher Education Assistance Agency, incorporated by reference to Exhibit 4.15 to Amendment No. 2 to Registration Statement on Form S-3 at File No. 333-25433-01. 4.18 Guarantee Agreement with the United Student Aid Funds, Inc., incorporated by reference to Exhibit 4.16 to Amendment No. 2 to Registration Statement on Form S-3 at File No. 333-25433-01. 10.1 Administration Agreement dated as of March 27, 1997, among the Trust, PNC Bank, N.A., as the Administrator, The First National Bank of Chicago as the Eligible Lender Trustee and Bankers Trust Company as the Indenture Trustee, incorporated by reference to Exhibit 99.1 to Amendment No. 1 to Registration Statement on Form S-3 at File No. 333-25433-01. 99.1 Administrator's Annual Statement of Compliance, filed herewith. 99.2 Master Servicer's Annual Statement of Compliance, filed herewith. 99.3 Independent Accountant's Report, together with the Report of Management, filed herewith. 99.4 Aggregated Report Information 6 EX-99.1 2 PNC STUDENT LOAN TRUST 1 Exhibit 99.1 PNC BANK, NATIONAL ASSOCIATION ADMINISTRATOR'S ANNUAL STATEMENT AS TO COMPLIANCE/OFFICER'S CERTIFICATE PNC Bank, National Association, Bankers Trust Company, as Transferor as Indenture Trustee 2600 Liberty Avenue, Suite 200 Four Albany Street Pittsburgh, PA 15222 New York, NY 10006 Attention: Mr. John J. Peters Attention: Ms. Lillian Peros The First National Bank of Chicago as Eligible Lender Trustee 153 West 51st Street, 5th Floor New York, NY 10019 Attention: Mr. Steven M. Husbands Re: PNC Student Loan Trust - Transfer and Servicing Agreement dated as of June 25, 1997, as amended by Transfer Agreement: No. 1 dated August 27, 1997 No. 2 dated September 12, 1997 No. 3 dated September 24, 1997 No. 4 dated October 8, 1997 No. 5 dated October 23, 1997 No. 6 dated November 7, 1997 No. 7 dated November 24, 1997 No. 8 dated December 5, 1997 No. 9 dated December 29, 1997 and Amendment No. 1 and Transfer Agreement dated as of January 28, 1998 (as amended, the "Agreement")/Administration Agreement dated as of March 27, 1997, as amended by the Agreement (as amended, the "Administration Agreement") Ladies and Gentlemen: Pursuant to Section 4.8 of the above-referenced Agreement, the undersigned officer of PNC Bank, National Association, in its capacity as Administrator, hereby certifies that: 1. A review of the activities of the Administrator during the period from the Closing Date through December 31, 1997 and of its performance under the Agreement and the Administration Agreement has been made under the undersigned officer's supervision: and 2. To the best of the undersigned officer's knowledge, based on such review, the Administrator has fulfilled in all material respects all of its obligations under the Agreement and the Administration Agreement throughout the period from the Closing Date through December 31, 1997. Capitalized terms used in this certificate without definition have the meanings ascribed to such terms in the Agreement. Very truly yours, PNC Bank, National Association, as Administrator By: /s/ JOHN J. PETERS ----------------------- John J. Peters Vice President March 30, 1998 cc: Helen P. Pudlin Senior Vice President and General Counsel PNC Bank, National Association One PNC Plaza 249 Fifth Avenue, 21st Floor Pittsburgh, PA 15222 EX-99.1 3 PNC STUDENT LOAN TRUST 1 Exhibit 99.2 PNC BANK, NATIONAL ASSOCIATION MASTER SERVICER'S ANNUAL STATEMENT AS TO COMPLIANCE/OFFICER'S CERTIFICATE PNC Bank, National Association, Bankers Trust Company, as Transferor as Indenture Trustee 2600 Liberty Avenue, Suite 200 Four Albany Street Pittsburgh, PA 15222 New York, NY 10006 Attention: Mr. John J. Peters Attention: Ms. Lillian Peros The First National Bank of Chicago as Eligible Lender Trustee 153 West 51st Street, 5th Floor New York, NY 10019 Attention: Mr. Steven M. Husbands Re: PNC Student Loan Trust - Transfer and Servicing Agreement dated as of June 25, 1997, as amended by Transfer Agreement: No. 1 dated August 27, 1997 No. 2 dated September 12, 1997 No. 3 dated September 24, 1997 No. 4 dated October 8, 1997 No. 5 dated October 23, 1997 No. 6 dated November 7, 1997 No. 7 dated November 24, 1997 No. 8 dated December 5, 1997 No. 9 dated December 29, 1997 and Amendment No. 1 and Transfer Agreement dated as of January 28, 1998 (as amended, the "Agreement") Ladies and Gentlemen: Pursuant to Section 4.8 of the above-referenced Agreement, the undersigned officer of PNC Bank, National Association, in its capacity as Master Servicer, hereby certifies that: 1. A review of the activities of the Master Servicer during the period from the Closing Date through December 31, 1997 and of its performance under the Agreement has been made under the undersigned officer's supervision: and 2. To the best of the undersigned officer's knowledge, based on such review, the Master Servicer has fulfilled in all material respects all of its obligations under the Agreement throughout the period from the Closing Date through December 31, 1997. Capitalized terms used in this certificate without definition have the meanings ascribed to such terms in the Agreement. Very truly yours, PNC Bank, National Association, as Master Servicer By: /s/ JOHN J. PETERS ----------------------- John J. Peters Vice President March 30, 1998 cc: Helen P. Pudlin Senior Vice President and General Counsel PNC Bank, National Association One PNC Plaza 249 Fifth Avenue, 21st Floor Pittsburgh, PA 15222 EX-99.3 4 PNC STUDENT LOAN TRUST 1 Exhibit 99.3 Independent Accountants' Report PNC Bank, National Association Bankers Trust Company as Master Servicer and Administrator as Indenture Trustee One PNC Plaza 4 Albany Street, 7th Floor Pittsburgh, Pennsylvania 15222 New York, New York 10015 The First National Bank of Chicago as Eligible Lender Trustee One First National Plaza Suite 0126 Chicago, Illinois 60670 We have examined management's assertions, included in the accompanying report titled Report of Management and the related attachment titled Management Assertions--PNC Student Loan Trust I, related to PNC Bank, National Association's ("PNC Bank") compliance with sections 3.3, 3.4, 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 5.2, 5.5, 5.6, 5.7, and 5.8 of the PNC Student Loan Trust I Transfer and Servicing Agreement and sections 1(B), 1(D), 1(G), 1(U), 2, and 3 of the PNC Student Loan Trust I Administration Agreement (collectively, the "Agreements"), as of December 31, 1997, and for the period from June 25, 1997 through December 31, 1997. Management is responsible for PNC Bank's compliance with the aforementioned sections of the Agreements. Our responsibility is to express an opinion on management's assertions about PNC Bank's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants, and accordingly, included examining, on a test basis, evidence about PNC Bank's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances, except that our examination assumed the accuracy of reports prepared by PNC Bank's student loan servicers (defined by management as AFSA Data Corporation, Pennsylvania Higher Education Assistance Agency, and USA Group Loan Services, Inc.). We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on PNC Bank's compliance with the aforementioned sections of the Agreements. In our opinion, assuming the accuracy of reports prepared by PNC Bank's student loan servicers, management's assertions related to PNC Bank's compliance with the aforementioned sections of the Agreements for the period from June 25, 1997 through December 31, 1997, are fairly stated, in all material respects. /s/ ERNST & YOUNG LLP Pittsburgh, Pennsylvania March 30, 1998 2 March 30, 1998 Report of Management We, as members of management of PNC Bank, National Association ("PNC Bank") as Master Servicer and Administrator, are responsible for complying with sections 3.3, 3.4, 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 5.2, 5.5, 5.6, 5.7, and 5.8 of the PNC Student Loan Trust I Transfer and Servicing Agreement dated as of June 25, 1997, as amended, and sections 1(B), 1(D), 1(G), 1(U), 2, and 3 of the PNC Student Loan Trust I Administration Agreement dated as of March 27, 1997, as amended (collectively, the "Agreements"). We are also responsible for establishing and maintaining effective internal control over compliance with these sections. We have performed an evaluation of PNC Bank's compliance with the aforementioned sections of the Agreements as of December 31, 1997, and for the period from June 25, 1997 through December 31, 1997. Based on this evaluation, with respect to the sections referenced above and related to the period from June 25, 1997 through December 31, 1997, we make the assertions as set forth in the attached Management Assertions--PNC Student Loan Trust I. /s/ JOHN J. PETERS -------------------------- John J. Peters Vice President /s/ TITO LIMA -------------------------- Tito Lima Vice President 3 PNC BANK, NATIONAL ASSOCIATION ("PNC BANK" in its capacity as Master Servicer or Administrator as the case may be) Management Assertions--PNC Student Loan Trust I TRANSFER AND SERVICING AGREEMENT, DATED AS OF JUNE 25, 1997, AS AMENDED BY TRANSFER AGREEMENTS NO. 1 THROUGH 9, AND AMENDMENT NO. 1 AND TRANSFER AGREEMENT DATED JANUARY 28, 1998 (THE "AGREEMENT") DEFINITIONS Except as otherwise provided herein, capitalized terms used herein are defined in Appendix A to the Agreement. SECTION 3.3 CUSTODY OF FINANCED STUDENT LOAN ("FSL") FILES I. PNC Bank's designated Subcustodians/Servicers under the Agreement are AFSA Data Corporation ("AFSA"), Pennsylvania Higher Education Assistance Agency ("PHEAA"), and USA Group Loan Services, Inc. ("USAG"). II. PNC Bank or a designated Subcustodian maintains the following with respect to each FSL (such documents and records are referred to collectively as the "FSL Files"): A. the original fully executed copy of the note evidencing the FSL (which may be included in the application) unless such note is in the custody of a Guarantor; B. the original loan application fully executed by the related borrower (which may be included in the note evidencing a FSL); and C. a complete repayment history, delinquency investigation documentation, enrollment status changes, interest accruals for Department of Education Form ED 799, average daily balances, and deferment/forbearance forms (as applicable to the period from June 25, 1997 through December 31, 1997 (the "Servicing Period")). SECTION 3.4 DUTIES OF PNC BANK AS CUSTODIAN Safekeeping I. PNC Bank or a designated Subcustodian: A. holds the FSL Files for the benefit of the PNC Student Loan Trust I (the "Trust"); and B. maintains a complete repayment history, delinquency investigation documentation, enrollment status changes, interest accruals for Department of Education Form ED 799, average daily balances, and deferment/forbearance forms (as applicable to the Servicing Period). 4 Management Assertions--PNC Student Loan Trust I -2- Maintenance of and Access to Records I. PNC Bank has not received written notice that the location of the FSL Files has changed since June 25, 1997. II. Neither the Issuer or the Indenture Trustee nor their respective duly authorized representatives, attorneys or auditors have requested from PNC Bank a list of locations of the FSL Files or access to the FSL Files. SECTION 4.1 DUTIES OF PNC BANK I. PNC Bank's designated Servicer: A. collects and posts all payments; B. responds to inquiries of borrowers on such FSLs; C. monitors borrowers' status; D. makes required disclosures to borrowers; E. investigates delinquencies; F. sends bills or payment coupons to borrowers and otherwise establishes repayment terms; and G. accounts for collections. II. PNC Bank has received no notices from Guarantors to the effect that its failure to comply with laws or regulations has adversely affected the eligibility of FSLs for Interest Subsidy Payments, Special Allowance Payments or Guarantee Payments, except for rejected claims which have been cured or are in the process of being cured or which are in the process of being indemnified by the Servicer or PNC Bank. III. PNC Bank has received monthly statements providing information related to FSL account activity from the Servicer. IV. PNC Bank or a designated Servicer has not: A. permitted any rescission or cancellation of a FSL except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Eligible Lender Trustee and the Indenture Trustee, or in accordance with all applicable standards, guidelines and requirements with respect to the servicing of the FSLs, or for which full payment has been received; B. permitted a reduction in the applicable interest rate on a FSL except as otherwise provided in section 4.14 of the Agreement, or in accordance with all applicable standards, guidelines and requirements with respect to the servicing of the FSLs, or as otherwise provided by the terms of the note; 5 Management Assertions--PNC Student Loan Trust I -3- C. rescheduled, revised, deferred or otherwise compromised with respect to payments due on any FSL except pursuant to any applicable deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements with respect to the servicing of the FSLs; D. waived principal or interest amounts owing under a FSL greater than $50.00 in accordance with the Agreement or in accordance with applicable standards, guidelines and requirements of the Higher Education Act or any Guarantee Agreement; or E. agreed to any decrease in the principal amount payable with respect to any FSL, except as otherwise permitted in the Agreement or in accordance with applicable standards, guidelines and requirements of the Higher Education Act or any Guarantee Agreement. V. PNC Bank does not know of any actions requiring notification to the Eligible Lender Trustee and the Indenture Trustee related to actions required to be taken to maintain each Guarantee Agreement. SECTION 4.2 COLLECTION OF FINANCED STUDENT LOANS I. PNC Bank or a designated Servicer has made efforts to collect payments called for under the terms and provisions of the FSLs. II. PNC Bank or a designated Servicer has made efforts to claim, pursue and collect Guarantee Payments from the Guarantors pursuant to the Guarantee Agreements with respect to any of the FSLs as and when the same shall become due and payable. III. PNC Bank prepares and files with the Department of Education Form ED 799 with respect to Interest Subsidy Payments and Special Allowance Payments on a timely basis. IV. No trusts, other than the Trust, have been established by PNC Bank to securitize student loans under the Department lender identification number applicable to the Trust. SECTION 4.3 REALIZATION UPON FINANCED STUDENT LOANS I. PNC Bank or a designated Servicer has made efforts in its servicing of any delinquent FSLs. SECTION 4.4 NO IMPAIRMENT I. PNC Bank does not know of any actions by PNC Bank or a designated Servicer resulting in the impairment in any material respect of the rights of the Trust, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders or the Noteholders in FSLs or in any Guarantee Agreement. SECTION 4.6 SERVICING FEE I. PNC Bank has received the Servicing Fee in the manner set forth in Section 5.5. 6 Management Assertions--PNC Student Loan Trust I -4- SECTION 4.7 ADMINISTRATOR'S CERTIFICATE I. PNC Bank is in compliance with the information and Administrator's Certificate delivery requirements as outlined in Section 4.7 of the Agreement. SECTION 5.2 COLLECTIONS I. PNC Bank is not the Primary Servicer with respect to any of the FSLs. II. During the period from August 1, 1997 through December 31, 1997, PNC Bank or a designated Servicer remitted to the Collection Account, no less frequently than weekly, all payments by or on behalf of the Obligors with respect to the FSLs for which it is acting as Primary Servicer. During the period from June 25, 1997 through July 31, 1997, PNC Bank or a designated Servicer remitted to the Collection Account three payments related to FSLs serviced by PHEAA, three payments related to FSLs serviced by USAG, and no less frequently than weekly, payments related to FSLs serviced by AFSA, representing all payments by or on behalf of the Obligors with respect to the FSLs during the period. SECTION 5.5 DISTRIBUTIONS I. On each Distribution Date, PNC Bank provided written instructions to the Indenture Trustee regarding the transfer of Available Funds on deposit in the Collection Account to the Expense Account, Note Distribution Account, and Certificate Distribution Account in accordance with Section 5.5 of the Agreement. II. On each Distribution Date, the Administrator's Certificate prepared by PNC Bank, directed the Indenture Trustee to distribute amounts from the Expense Account, Note Distribution Account, and Certificate Distribution Account (in addition to any amounts transferred from the Reserve Account pursuant to Section 5.6) in accordance with Section 5.5 of the Agreement. III. On any Distribution Date following all distributions made on such Distribution Date, the Outstanding Amount of the Class A Notes did not exceed the sum of the Pool Balance at the end of the immediately preceding Collection Period plus the aggregate balance on deposit in the Trust Accounts on such Distribution Date following such distributions. IV. An Event of Default as defined in Section 5.1(i) and 5.1(ii) of the Indenture has not occurred with respect to payment of the Notes or the Trust Swap Payments. V. PNC Bank has not received any notice which would trigger an Event of Default as defined in Section 5.1(iii)-(v) of the Indenture. SECTION 5.6 RESERVE ACCOUNT I. On the Closing Date, PNC Bank deposited the Reserve Account Initial Deposit into the Reserve Account. 7 Management Assertions--PNC Student Loan Trust I -5- II. No amounts from the Reserve Account were paid to the Transferor. III. On each Distribution Date, PNC Bank has not instructed the Indenture Trustee to withdraw any funds from the Reserve Account below the then applicable Specified Reserve Account Balance, except as set forth in Section 5.6 of the Agreement. SECTION 5.7 STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS I. On each Determination Date preceding a Distribution Date, PNC Bank has provided the Indenture Trustee with a copy to the Rating Agencies of record, a statement containing all of the information required under Section 5.7 of the Agreement. SECTION 5.8 EXPENSE ACCOUNT I. PNC Bank has instructed the Indenture Trustee to deposit funds into, and withdraw funds from, the Expense Account as set forth in Sections 5.5 and 5.6 of the Agreement. II. PNC Bank has not received any funds from the Trust which would be considered additional servicing compensation as provided in Section 5.8 of the Agreement. ADMINISTRATION AGREEMENT DATED AS OF MARCH 27, 1997, AS AMENDED, BY THE AGREEMENT DEFINITIONS Capitalized terms used herein shall have the meanings assigned to such terms in Appendix A to the Indenture dated as of March 27, 1997, as amended. SECTION 1 DUTIES OF ADMINISTRATOR I. The Issuer has not defaulted on the payment of interest on any Class of Notes and consequently PNC Bank has not needed to cause the fixing of any specified record date or to provide notice of any special payment date. II. PNC Bank has not been required to take any action with respect to Section 2.12 of the Indenture except as otherwise permitted by Section 11.1 of the Indenture and the terms of the Basic Documents. III. The Issuer has not authorized anyone other than the Indenture Trustee to disburse funds. IV. PNC Bank has provided Issuer Orders to the Indenture Trustee with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account in accordance with the Indenture. At December 31, 1997, the funds in the Trust Accounts were invested in Eligible Investments. 8 Management Assertions--PNC Student Loan Trust I -6- SECTION 2 RECORDS I. PNC Bank has maintained books of account and records related to the services performed hereunder, which books of account and records are accessible for inspection by the Issuer at any time during normal business hours. SECTION 3 COMPENSATION I. PNC Bank has received a quarterly Administration Fee in an amount equal to 0.02% per annum of the outstanding principal amount of the Notes and Certificates. EX-99.4 5 PNC STUDENT LOAN TRUST 1 EXHIBIT 99.4 PNC STUDENT LOAN TRUST I AGGREGATED REPORT INFORMATION FOR THE PERIOD JULY, 1997 - DECEMBER, 1997
ACTIVITY- PRINCIPAL PAYMENTS - ---------------------------- BEGINNING PRINCIPAL PAID ENDING PRINCIPAL OR DISTRIBUTED PRINCIPAL BALANCE (7/97-12/97) BALANCE ------------------------------------------------------------------- Class A-1 Notes $90,000,000 $49,490,301 $40,509,699 Class A-2 Notes $107,000,000 $0 $107,000,000 Class A-3 Notes $107,000,000 $0 $107,000,000 Class A-4 Notes $102,000,000 $0 $102,000,000 Class A-5 Notes $94,000,000 $0 $94,000,000 Class A-6 Notes $72,500,000 $0 $72,500,000 Class A-7 Notes $121,000,000 $0 $121,000,000 Class A-8 Notes $175,000,000 $0 $175,000,000 Class A-9 Notes $125,450,000 $0 $125,450,000 Class B Notes $36,050,000 $0 $36,050,000 ------------------------------------------------------------------- Total $1,030,000,000 $49,490,301 $980,509,699 =================================================================== ACTIVITY- INTEREST PAYMENTS - ----------------------------------- TOTAL INTEREST PAID -------------- Class A-1 Notes $1,965,069 Class A-2 Notes $2,189,220 Class A-3 Notes $2,251,993 Class A-4 Notes $2,191,640 Class A-5 Notes $2,046,067 Class A-6 Notes $1,588,233 Class A-7 Notes $2,713,627 Class A-8 Notes $3,474,439 Class A-9 Notes $2,520,923 Class B Notes $739,327 Certificates $25 ------------ Total $21,680,563 ============ AGGREGATE AMOUNT OF REALIZED LOSSES FOR EACH COLLECTION PERIOD: $3,707 ============ AMOUNT OF RECOVERIES - PRINCIPAL $0 ============ AMOUNT OF RECOVERIES - INTEREST $0 ============ AMOUNT OF DISTRIBUTIONS ATTRIBUTABLE TO AMOUNTS IN THE RESERVE ACCOUNT: $116,795 ============ AMOUNT OF OTHER WITHDRAWALS FROM THE RESERVE ACCOUNT: The Trust reported withdrawals totaling $6,294,677, all of which were credited back to the reserve during the same period. AMOUNT OF PARITY PERCENTAGE PAYMENTS: $0 ============ AGGREGATE PURCHASE AMOUNT PAID FOR FINANCED STUDENT LOANS PURCHASED FROM THE TRUST: $132,376 ============ AGGREGATE ISSUER CONSOLIDATION PAYMENTS: $2,601,382 ============ Represents the net difference between loans leaving the Trust ($6,637,127), and loans transferred into the Trust ($9,238,509). AGGREGATE ISSUER ADJUSTMENT PAYMENTS: $0 ============
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