HYUNDAI CAPITAL AUTO FUNDING IV LIMITED (incorporated with limited liability in the Cayman Islands)

Transcription

1 HYUNDAI CAPITAL AUTO FUNDING IV LIMITED (incorporated with limited liability in the Cayman Islands) 330,000,000 Secured Floating Rate Notes due 2011 Issue price: 100 per cent. The 330,000,000 Secured Floating Rate Notes due 2011 (the Notes ) of Hyundai Capital Auto Funding IV Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the Note Issuer ), will be issued on or about 15 December 2005 (the Closing Date ) pursuant to a note trust deed (the Note Trust Deed ) dated on or about 15 December 2005 between the Note Issuer and Citicorp Trustee Company Limited (the Note Trustee ). From the Closing Date, the principal asset of the Note Issuer will be the 330,000,000 Secured Floating Rate Bond due 2011 (the Bond ) issued by Autopia Thirty-Second Securitization Specialty Co. (the Bond Issuer ). The Note Issuer will apply the net proceeds of the offering of the Notes (the Offering ) to purchase the Bond on the Closing Date. The Bond will constitute a direct debt obligation of the Bond Issuer. The Bond Issuer, as holder of the Class A Certificate, will be a beneficiary of the Trust constituted pursuant to the Trust Agreement and will be entitled to receive payments from the Trust Assets comprising Auto Loan Receivables to be entrusted to the Trustee by the Originator. The Note Issuer, together with various other parties as set out in further detail in the Transaction Documents (as defined herein), will have the benefit of security granted by the Bond Issuer and the holders of the equity of the Bond Issuer (the Equityholders ) which will be created pursuant to a pledge agreement (the Pledge Agreement ), an equity pledge agreement (the Equity Pledge Agreement ), a security assignment deed (the Security Assignment Deed ) and an account assignment (the Account Assignment and, together with the Pledge Agreement, the Equity Pledge Agreement and the Security Assignment Deed, the Bond Security Agreements ). For a description of the Bond Security Agreements, see the section entitled Transaction Summary The Bond Bond Security. The Pledge Agreement will comprise a pledge in favour of, among others, the Note Issuer of all the Bond Issuer s right, title and interest in, to and under (a) the Class A Beneficial Interest evidenced by the Class A Certificate issued by and purchased from the Trustee, (b) Won-denominated transaction accounts, and (c) the Korean law governed Transaction Documents to which the Bond Issuer is a party. Pursuant to the Equity Pledge Agreement, the Equityholders will pledge to, among others, the Note Issuer, by way of security, all of their respective right, title, interest and benefit in the equity of the Bond Issuer. Pursuant to the Security Assignment Deed, the Bond Issuer will assign by way of security to the Security Agent to hold on behalf of, among others, the Note Issuer, all of the Bond Issuer s right, title, interest and benefit in, to, under and in respect of certain specified Transaction Documents governed by English law to which the Bond Issuer is a party, including, without limitation, the Swap Agreement, the Bond Subscription Deed and the Note Transaction Administration Agreement. Pursuant to the Account Assignment, the Bond Issuer will assign by way of security to the Security Agent to hold on behalf of, among others, the Note Issuer, all of the Bond Issuer s right, title, interest and benefit in a Euro-denominated transaction account. The security for the Notes will be created pursuant to a deed of charge (the Deed of Charge ), which will create security interests in favour of the Security Trustee over all of the Note Issuer s right, title and interest in, to and under (i) the Bond, (ii) the Bond Security Agreements, (iii) certain other Transaction Documents to which the Note Issuer is a party, (iv) the Euro-denominated collection account of the Note Issuer, and (v) certain other property and assets of the Note Issuer. Interest will accrue on the Notes from and including the Closing Date and will be payable monthly in arrear on each Note Payment Date on the principal amount of the Notes outstanding at the beginning of the relevant Note Interest Period. The first Note Payment Date will be on 23 January The rate of interest for the Notes for each Note Interest Period will be EURIBOR plus 0.15 per cent. per annum. Unless previously redeemed in full or cancelled, the Notes will mature on the Note Payment Date immediately succeeding the Trust Distribution Date falling in April 2011 (the Note Legal Maturity Date ). Without prejudice to the rights of the Note Trustee and the Security Trustee under Note Condition 9, there will be no redemption of the Notes otherwise than as provided in Note Condition 5. The Notes will also be subject to mandatory redemption in full in certain circumstances (as more fully described herein). All payments of principal and interest in respect of the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatsoever nature unless such withholding or deduction is required by law. In such event, the Note Issuer will pay, but only to the extent of funds available therefor in accordance with the Transaction Documents, such additional amounts as may be necessary in order that the net amounts received by the Noteholders in respect of the Notes after such withholding or deduction shall equal the amounts which would have been received in the absence of such withholding or deduction. The Notes will constitute secured limited recourse obligations of the Note Issuer and will not be obligations or responsibilities of any other person or entity other than the Note Issuer. In particular, the Notes will not be obligations or responsibilities of the Bond Issuer, the Trustee, the Originator, the Servicer, the Back-up Servicer, the Lead Manager, the Note Trustee, the Security Trustee, the Security Agent, the Bond Issuer Transaction Administrator, the Note Issuer Transaction Administrator, the Swap Counterparty, any Note Agent, the Bond Issuer Servicer, the Note Issuer Corporate Administrator or any affiliate of any of the foregoing entities. Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/ 71/EC, for the Prospectus to be approved. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List of the Irish Stock Exchange and trading on its regulated market. There is no assurance that listing will occur on or prior to the Closing Date. Investing in the Notes involves certain risks. See Risk factors beginning on page 55 for a discussion of certain factors to be considered in connection with an investment in the Notes. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ). SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED UNDER REGULATION S). ACCORDINGLY, THE NOTES WILL BE OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S. EACH PURCHASER OF NOTES OFFERED HEREBY IN MAKING ITS PURCHASE WILL BE REQUIRED TO MAKE OR WILL BE DEEMED TO HAVE MADE CERTAIN ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS. THERE ARE ALSO RESTRICTIONS ON THE DISTRIBUTION OF THIS PROSPECTUS, AND THE OFFER AND SALE OF THE NOTES, IN IRELAND. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF THE NOTES AND DISTRIBUTIONS OF THIS PROSPECTUS, SEE SUBSCRIPTION AND SALE. Lead Manager The date of this Prospectus is 14 December 2005

2 TABLE OF CONTENTS TRANSACTION OVERVIEW... 6 TRANSACTION STRUCTURE... 8 TRANSACTION SUMMARY... 9 RISK FACTORS USE OF PROCEEDS SUMMARY OF PROVISIONS RELATING TO NOTES IN GLOBAL FORM TERMS AND CONDITIONS OF THE NOTES THE NOTE ISSUER THE BOND ISSUER THE TRUST AND THE TRUSTEE THE ORIGINATOR AND SERVICER DESCRIPTION OF THE AUTO LOAN RECEIVABLES THE SWAP COUNTERPARTY RATINGS KOREAN FOREIGN EXCHANGE CONTROLS AND SECURITIES REGULATION KOREAN LEGAL CONSIDERATIONS TAX CONSIDERATIONS SUBSCRIPTION AND SALE CLEARANCE AND SETTLEMENT LEGAL MATTERS GENERAL INFORMATION MASTER DEFINITIONS SCHEDULE

3 This Prospectus contains only limited information in relation to, and does not constitute an offer of, or an Prospectus in relation to, the Bond, the Class A Certificate or the Class B Certificate. The Notes will be in registered form in the denomination of 100,000 and integral multiples of 1,000 in excess thereof. The Notes will be represented by interests in a global registered note certificate without coupon (the Global Note Certificate ) registered in the name of Citivic Nominees Limited as nominee for, and deposited with, a common depositary for Euroclear Bank, S.A./N.V. as operator of the Euroclear System ( Euroclear ) and Clearstream Banking, société anonyme, Luxembourg ( Clearstream, Luxembourg ). Definitive note certificates evidencing holdings of Notes ( Definitive Note Certificates ) will only be available in certain limited circumstances. See Summary of Provisions Relating to Notes in Global Form. It is a condition to issuance of the Notes that the Notes are assigned, on issue, a rating of Aaa by Moody s Investors Service ( Moody s ) and a rating of AAA by Standard & Poor s Rating Services, a division of The McGraw-Hill Companies, Inc ( Standard & Poor s ). These ratings will relate to the timely payment of interest on the Notes and the ultimate payment of principal of the Notes on or before the Note Legal Maturity Date. A security rating is not a recommendation to buy, sell or hold securities, does not address the likelihood or timing of prepayment or the receipt of default interest and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. In making an investment decision, prospective purchasers must rely on their own assessment of the information contained in this Prospectus and the terms of the Offering of the Notes, including the merits and risks involved. The Note Issuer accepts responsibility for all of the information contained in this document other than the Bond Issuer Information, the Trustee Information and the Originator Information (the Note Issuer Information ). To the best of the knowledge and belief of the Note Issuer, the information contained in the Note Issuer Information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Note Issuer, having made all reasonable inquiries, confirms that the Note Issuer Information is true and correct in all material respects, that there is no omission of a material fact necessary to make the Note Issuer Information, in the light of the circumstances under which it is provided, not misleading, and that the opinions and intentions expressed in the Note Issuer Information are honestly held. The Bond Issuer accepts responsibility for all of the information contained in this document under The Bond Issuer and paragraphs 6 (insofar as it relates to financial statements of the Bond Issuer), 9, 11 and 12 (insofar as it relates to the Memorandum and Articles of Association of the Bond Issuer) under General Information (the Bond Issuer Information ). To the best of the knowledge and belief of the Bond Issuer, the information contained in the Bond Issuer Information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Bond Issuer, having made all reasonable inquiries, confirms that the Bond Issuer Information is true and correct in all material respects, that there is no omission of a material fact necessary to make the Bond Issuer Information, in the light of the circumstances under which it is provided, not misleading, and that the opinions and intentions expressed in the Bond Issuer Information are honestly held. The Trustee accepts responsibility for all of the information contained in this document under The Trust and the Trustee (the Trustee Information ). To the best of the knowledge and belief of the Trustee, the information contained in the Trustee Information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Trustee, having made all reasonable inquiries, confirms that the Trustee Information is true and correct in all material respects, that there is no omission of a material fact necessary to make the Trustee Information, in the light of the circumstances under which it is provided, not untrue or incorrect, and that the opinions and intentions expressed in the Trustee Information are honestly held. The Originator accepts responsibility for all of the information contained in this document under The Originator and Servicer and Description of Auto Loan Receivables (the Originator Information ). To the best of the knowledge and belief of the Originator, the information contained in the Originator Information is in accordance with the facts and does not omit anything likely to 3

4 affect the import of such information. The Originator, having made all reasonable inquiries, confirms that the Originator Information is true and correct in all material respects, that there is no omission of a material fact necessary to make the Originator Information, in the light of the circumstances under which it is provided, not misleading, and that the opinions and intentions expressed in the Originator Information are honestly held. Save as described above, none of the Originator, any of its Affiliates or its directors have verified any information contained in this document and none of them makes any representation or warranty (express or implied) as to the accuracy, adequacy or completeness of such information, and nothing herein shall be deemed to constitute such a representation or warranty. None of the Lead Manager, the Note Trustee, the Security Trustee, the Security Agent, the Bond Issuer Transaction Administrator, the Note Issuer Transaction Administrator, the Swap Counterparty, any Note Agent, the Bond Issuer Servicer and the Note Issuer Corporate Administrator or the directors of any of the foregoing entities have verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any of the Lead Manager, the Note Trustee, the Security Trustee, the Security Agent, the Bond Issuer Transaction Administrator, the Note Issuer Transaction Administrator, the Swap Counterparty, any Note Agent, the Bond Issuer Servicer and the Note Issuer Corporate Administrator, as to the accuracy or completeness of the information contained in this Prospectus or as to the future performance of the Notes, the Bond, the Auto Loan Receivables or the Swap Counterparty. No person is or has been authorised in connection with the issue, offering, subscription or sale of the Notes to give any information or to make any representation not contained in this Prospectus and any information or representation not contained in this Prospectus must not be relied upon as having been authorised by the Note Issuer, the Bond Issuer, the Trustee, the Originator, the Lead Manager, the Note Trustee, the Security Trustee, the Security Agent, the Bond Issuer Transaction Administrator, the Note Issuer Transaction Administrator, the Swap Counterparty, any Note Agent, the Bond Issuer Servicer and the Note Issuer Corporate Administrator or any other person. Neither the delivery of this Prospectus at any time nor any sale or allotment made in connection with the issue of the Notes shall under any circumstances constitute a representation or create any implication that the information contained herein is correct at any time subsequent to the date hereof or that there has been no change in the affairs of any party herein mentioned since that date. Potential purchasers of the Notes should determine for themselves the relevance of the information contained in this Prospectus or any part thereof and their purchase of any Notes should be based upon such investigation as they themselves deem necessary. The Lead Manager has not undertaken, does not undertake and will not undertake to review the financial condition or affairs of the Note Issuer, the Bond Issuer, the Trustee, the Originator, the Bond Issuer Transaction Administrator, the Note Issuer Transaction Administrator, the Swap Counterparty, any Note Agent, the Bond Issuer Servicer and the Note Issuer Corporate Administrator or any other party to the transaction on, prior to or after the date of this Prospectus and shall not advise any investor or potential investor in the Notes of any information coming to its attention after the date of this Prospectus. This Prospectus does not constitute an offer and may not be used for the purpose of an offer to or solicitation by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or in which it is unlawful to make such offer or solicitation. Save as mentioned under Subscription and Sale, no action has been or will be taken to permit a public offering of the Notes in any jurisdiction where action would be required for that purpose. The Notes may not be offered or sold, directly or indirectly, and this Prospectus may not be distributed in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. The Notes have not been reviewed, recommended, approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offering of the Notes or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. 4

5 In connection with the Offering of the Notes, ING Bank N.V. (the Stabilising Manager ) or any persons acting on behalf of the Stabilising Manager may over-allot (provided that the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the Notes) or effect transactions with a view to supporting the market price of the Notes at a higher level than that which might otherwise prevail for a limited period. However, there is no assurance that the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the rules is made and, if begun, may be ended at any time, but it must end no later than the earlierof30daysaftertheissuedateofthenotes and 60 days after the date of the allotment of the Notes. For a description of these activities, see Subscription and Sale. Enforcement of Foreign Judgments in Korea The Originator, the Bond Issuer and the Trustee are organised under the laws of Korea. The Lead Manager has been advised by Kim & Chang that Korean courts will recognise and enforce any monetary judgment against the Originator, the Bond Issuer or the Trustee (a debtor ) obtained in proceedings in England without a re-examination of the merits of the case provided that (i) such judgment was finally and conclusively given by a court having valid jurisdiction in accordance with the international jurisdiction principles under Korean laws and applicable treaties, (ii) such debtor received service of process (otherwise than by publication or other similar method) in sufficient time to enable such debtor to prepare a defence in conformity with the laws of England, or responded to the action without being served with process, as the case may be, (iii) recognition of the effectiveness of such judgment is not contrary to the public policy of Korea, and (iv) judgments of the courts of Korea are accorded reciprocal treatment under the laws of England. Defined Terms Defined terms used in this Prospectus shall, except where otherwise defined herein, have the meaning set out in the section Master Definitions Schedule. Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. All references in this Prospectus to Euro, Euros or are to the single currency introduced at the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Communities, as amended (the Treaty ), the references to USD or U.S.$ are to the lawful currency of the United States of America and the references to Korean Won, Won, KRW, W or (won) are to the lawful currency of Korea. The references to % or per cent. refer to per centum. Unless otherwise specified, all conversions of Korean Won into Euros and vice versa were made at a prearranged exchange rate as reflected in the Swap Agreement. Unless otherwise stated, all conversions of Korean Won into Euro were calculated at the pre-arranged rate of KRW1, = Such conversions were made solely for the convenience of readers only, have not been audited and should not be construed as a representation that the amounts in question have been or could be converted into Korean Won or Euros (as the case may be) at this rate, at any particular rate or at all. Unless otherwise indicated, all references to the Government or government herein (excluding the references to such terms in the Note Conditions) are references to the Government of Korea and Governmental or governmental shall be construed accordingly. 5

6 TRANSACTION OVERVIEW The following provides a general overview of the salient features of the Notes which does not purport to be complete and is qualified entirely by reference to the detailed information appearing elsewhere in this Prospectus and in the Transaction Documents and is included for convenience only. Prospective purchasers of the Notes should read and consider the more detailed information in relation to the payments on the Notes set out in Transaction Summary and Terms and Conditions of the Notes below. The Transaction Summary summarises the terms of the Transaction Documents, all of which (except for the Note Subscription Agreement, the Account Bank Mandates and the Fee Letter Agreements) are available for inspection at the locations set out in General Information below. Originator and Servicer Trustee Bond Issuer Note Issuer Note Trustee and Security Trustee Hyundai Capital Services, Inc. Citibank Korea Inc. Autopia Thirty-Second Securitization Specialty Co. Hyundai Capital Auto Funding IV Limited Citicorp Trustee Company Limited Notes 330,000,000 Secured Floating Rate Notes due Note Payment Dates The Business Day falling four Business Days after each Trust Distribution Date. A Trust Distribution Date occurs on the 17th day of each month beginning on 17 January Note Interest Rate Principal Distributions Rating Credit Enhancement EURIBOR plus 0.15 per cent. per annum. Without prejudice to the rights of the Note Trustee and the Security Trustee under Note Condition 9, there will be no redemption of the Notes otherwise than as provided in Note Condition 5(a), Note Condition 5(b) and Note Condition 5(c). It is expected that the Notes will be rated Aaa by Moody s and AAA by Standard & Poor s. The expected rating on the Notes is made on the basis of, among other things:. provision of the interest rate and cross currency hedge by the Swap Counterparty;. the Reserve Account; and. subordination of the Class B Beneficial Interest. Swap Counterparty Tax Redemption CleanUpCall ING Bank N.V., acting through its Seoul Branch will provide interest rate and cross currency hedging to the Bond Issuer. The Notes may be redeemed in full on the occurrence of a Tax Event. The Notes may be redeemed in full on or after the Principal Amount Outstanding of the Bond is reduced to 10 per cent. of its initial Principal Amount Outstanding on the Closing Date. 6

7 Note Expected Maturity Date Note Legal Maturity Date Asset and Cashflow Reporting Note Payment Date falling in April Note Payment Date falling in April Hyundai Capital Services, Inc., as the Servicer, will prepare monthly reports on the ongoing performance of the Auto Loan Receivables. Citibank Korea Inc., as Bond Issuer Transaction Administrator will prepare monthly reports on cashflows and payments due on the Bond and the Notes. 7

8 TRANSACTION STRUCTURE The following diagram provides a general overview of the transaction structure which does not purport to be complete and is qualified entirely by reference to the detailed information appearing elsewhere in this Prospectus and in the Transaction Documents and is included for the convenience of readers only. Prospective purchasers of the Notes should read and consider the more detailed information in relation to the transaction structure set out in Transaction Summary below. The Transaction Summary summarises the terms of the Transaction Documents, all of which (except for the Note Subscription Agreement, the Account Bank Mandates and the Fee Letter Agreements) are available for inspection at the locations set out in General Information below. 8

9 TRANSACTION SUMMARY The summary information set out in this section is qualified by, and must be read in conjunction with, the further detailed information appearing elsewhere in this Prospectus and in the Transaction Documents. In particular, prospective investors in the Notes should consider the matters set out under Risk Factors. Reference to a Note Condition is to a numbered condition of the Terms and Conditions of the Notes, set out under Terms and Conditions of the Notes. Overview of the Structure Hyundai Capital Services, Inc. has originated and will continue to originate auto loan receivables deriving from the Autoplan 2 type loans. See Description of the Auto Loan Receivables. The Originator will establish a trust (the Trust ) by entrusting to the Trustee on the Entrustment Date the Initial Receivables and the Related Assets in respect of such Initial Receivables for the benefit of the Beneficial Interestholders. From time to time during the Revolving Period and the Controlled Amortisation Period, the Originator may entrust Additional Receivables and the Related Assets in respect of such Additional Receivables to the Trustee on the terms of and subject to the conditions set out in the Trust Agreement. The trust interests in the Trust are the Class A Beneficial Interest and the Class B Beneficial Interest. The initial Beneficial Interestholders are the Bond Issuer as holder of the Class A Beneficial Interest and the Originator as holder of the Class B Beneficial Interest. The Bond Issuer will fund the Subscription Price for the Class A Beneficial Interest by the issue of the Bond to the Note Issuer. The Note Issuer will fund the Bond Subscription Price for the Bond by the issue of the Notes to investors. The Notes will be secured by the assets of the Note Issuer (consisting primarily of the Bond and the Note Issuer s security interest in the assets of the Bond Issuer in its capacity as holder of the Bond). See The Notes and The Bond below. Hyundai Capital Services, Inc. (in its capacity as Servicer) will be responsible for servicing and administering the Auto Loan Receivables on behalf of the Trustee. Upon a Servicer Termination Event, the Back-up Servicer shall assume full responsibility for servicing and administering the Auto Loan Receivables. See Servicing below. The Auto Loan Receivables, the Class A Beneficial Interest and the Class B Beneficial Interest are denominated in Korean Won. The Bond and the Notes are denominated in Euro. The Bond Issuer will enter into an interest rate and cross currency swap transaction (the Swap ) with the Swap Counterparty to exchange its Korean Won denominated principal and income arising on the Class A Beneficial Interest into Euro to meet its Euro principal and floating rate interest obligations under the Bond and certain other obligations denominated in Euro. See The Swap below. The Note Issuer will make payments of interest and principal on the Notes on each Note Payment Date following receipt of payments of interest and principal on the Bond on the immediately preceding Bond Payment Date. The Parties Note Issuer Hyundai Capital Auto Funding IV Limited, an exempted limited liability company incorporated in the Cayman Islands. The whole of the issued share capital of the Note Issuer is to be held by Walkers SPV Limited on trust for charitable purposes. See The Note Issuer. Bond Issuer Autopia Thirty-Second Securitization Specialty Co., a Korean securitisation specialty company (a limited liability company (yuhan hoesa) under the Korean Commercial Code and the ABS Act), is the issuer of the Bond. The issued equity interests of the Bond Issuer are held by Hyundai Capital Services, Inc. and Dong Wook Han, and will be pledged to the Bond Secured Parties pursuant to the Equity Pledge Agreement. The Bond Issuer will be the sole subscriber of the Class A Beneficial Interest pursuant to the Class A Certificate Subscription Agreement. See The Bond Issuer. 9

10 Trustee and Back-up Servicer Originator and Servicer Lead Manager Note Trustee Security Trustee Security Agent Bond Issuer Transaction Administrator and Bond Issuer Servicer Note Issuer Transaction Administrator Swap Counterparty Citibank Korea Inc. will be the Trustee of the Trust established pursuant to the Trust Agreement. Citibank Korea Inc. will also be the Back-up Servicer of the Auto Loan Receivables under the Servicing Agreement. Hyundai Capital Services, Inc. will be the Originator of the Auto Loan Receivables. Pursuant to and in accordance with the Servicing Agreement, Hyundai Capital Services, Inc. in its capacity as Servicer will provide collection and management services in relation to the Auto Loan Receivables in return for the payment of a servicing fee. See The Originator and Servicer. ING Bank N.V. will act as Lead Manager of the offering of the Notes. Pursuant to and in accordance with the Note Trust Deed, Citicorp Trustee Company Limited will act as Note Trustee in respect of the Notes. Pursuant to and in accordance with the Deed of Charge, Citicorp Trustee Company Limited, acting through its London Branch, will act as Security Trustee in respect of the Note Security. Pursuant to and in accordance with the Pledge Agreement, the Equity Pledge Agreement, the Security Assignment Deed and the Account Assignment, Citibank Korea Inc. will act as Security Agent for the Bond Secured Parties in respect of the security created thereunder. Pursuant to and in accordance with the Bond Transaction Administration Agreement, Citibank Korea Inc. will provide certain administrative services to the Bond Issuer in relation to the Bond Issuer s payment obligations to various parties under, amongst others, the Bond, and will maintain records and make reports related to such services. Pursuant to and in accordance with the Bond Issuer Servicing Agreement, Citibank Korea Inc. as Bond Issuer Servicer will also provide certain services to the Bond Issuer in relation to the receipt of payments by the Trustee in respect of the Class A Beneficial Interest. Pursuant to and in accordance with the Note Transaction Administration Agreement, Citibank Korea Inc. will provide certain administrative services to the Note Issuer in relation to the Note Issuer s payment obligations to various parties under, amongst others, the Notes, and the receipt of payments by the Note Issuer. The appointment of Citibank Korea Inc. as Note Issuer Transaction Administrator may be terminated in accordance with the provisions of the Note Transaction Administration Agreement. Under the Note Transaction Administration Agreement, (i) any termination of the appointment of the Note Issuer Transaction Administrator will not be effective until a successor note issuer transaction administrator acceptable to the Note Trustee has been appointed and such successor note issuer transaction administrator accepts its appointment and (ii) the Note Issuer agrees to use its best efforts to appoint a successor note issuer transaction administrator. Pursuant to and in accordance with the Swap Agreement, ING Bank N.V., acting through its Seoul Branch, as Swap Counterparty, will pay certain Euro amounts to the Bond Issuer in exchange for certain Won amounts paid to it by the Bond Issuer. 10

11 Note Issuer Corporate Administrator Other Parties Pursuant to and in accordance with the Corporate Services Agreement, Walkers SPV Limited will provide certain corporate services for the Note Issuer. Citibank, N.A., acting through its London Branch will act as Note Registrar, Principal Paying Agent, Principal Transfer Agent and Reference Agent. Citibank International Plc will act as Irish Paying Agent and Irish Transfer Agent. The Receivables Auto Loan Receivables The assets of the Trust will primarily be the Auto Loan Receivables, which are a pool of Won-denominated auto loan receivables consisting of amounts owed by Obligors pursuant to the relevant Auto Loan Agreements. Payments by the Obligors in respect of the Auto Loan Receivables are made in monthly instalments in accordance with the terms of the Auto Loan Agreements. Pursuant to the Trust Agreement, the Originator will entrust to the Trustee for the benefit of the Beneficial Interestholders on the Entrustment Date all of its rights, title, interest and benefit in, to and under the auto loan receivables existing as of the close of business on the Initial Cut-off Date (the Initial Receivables ) set out in the Data File to be delivered on or prior to the Closing Date and the Related Assets in respect of such Initial Receivables. The outstanding principal balance of the Initial Receivables as of the Initial Cut-off Date was approximately KRW624,214,937,999. From time to time during the Revolving Period and the Controlled Amortisation Period but not more frequently than once every calendar month, the Originator may, subject to the satisfaction of certain conditions precedent set out in the Trust Agreement, entrust to the Trustee for the benefit of the Beneficial Interestholders on each Addition Date all of its rights, title, interest and benefit in, to and under further Auto Loan Receivables which meet the Eligibility Criteria from the Originator s portfolio of available auto loan receivables existing as of the close of business on the last day of the Collection Period immediately prior to the Addition Date (the Addition Cut-off Date ) (the Additional Receivables ) and the Related Assets in respect of such Additional Receivables. So long as all the conditions applicable to the entrustment of the Additional Receivables are satisfied, the Trustee cannot object to the entrustment of the Additional Receivables by the Originator. 11

12 From time to time during the Revolving Period, the Controlled Amortisation Period and the Early Amortisation Period, the Originator shall (only if a Mandatory Receivables Removal Event has occurred in respect of the relevant Auto Loan Receivables) or may during the Revolving Period and the Controlled Amortisation Period (only if a Receivables Removal Event has occurred in respect of the relevant Auto Loan Receivables), by a prior Removal Notice (which is to be issued no later than five Business Days in the case of an occurrence of a Mandatory Receivables Removal Event) request the Trustee to remove from the Trust Assets and reassign to the Originator all of its rights, title, interest and benefit in, to and under those Auto Loan Receivables which have caused the occurrence of a Mandatory Receivables Removal Event or a Receivables Removal Event (the Removed Receivables ) identified by the Originator and existing as of the close of business on the last day of the Collection Period immediately prior to the Removal Date (the Removal Cut-off Date ) and the Related Assets in respect of such Removed Receivables. Any removal of Removed Receivables will be made only upon satisfaction, or waiver by the Trustee (acting on the written instructions of the Class A Beneficial Interestholder (itself acting on the written instructions of the Note Issuer (itself acting on the written instructions of the Note Trustee))) of certain conditions, including but not limited to the requirement of the payment of the relevant Reassignment Price in the case of a removal of Removed Receivables pursuant to an occurrence of a Mandatory Receivables Removal Event. Following the payment of the relevant Reassignment Price of such Removed Receivables by the Originator to the Trustee, the Removed Receivables will cease to form part of the Trust Assets. The Originator is obliged to make such payment of the relevant Reassignment Price within three Business Days of a removal request and such payment of the relevant Reassignment Price shall only be made in the case of a removal of Removed Receivables pursuant to the occurrence of a Mandatory Receivables Removal Event. The Servicer will be responsible for designating each of the Auto Loan Receivables in its computer systems in such a manner as will identify the Auto Loan Receivables and the Related Assets in respect of such Auto Loan Receivables as being owned by the Trustee as trust assets and distinguishing each of the Auto Loan Receivables and such Related Assets from other receivables and accounts, respectively, owned by the Originator. Registrations and Notices On or before the Closing Date, (a) the Trustee will cause to be filed with the FSC the 1st ABS Plan relating to the entrustment of the Auto Loan Receivables and the Related Assets by the Originator to the Trustee, (b) the Bond Issuer will cause to be filed with the FSC the 2nd ABS Plan relating to the subscription by the Bond Issuer of the Class A Beneficial Interest and (c) the Originator will, on behalf of the Trustee, register with the FSC an asset transfer registration relating to the subscription by the Bond Issuer of the Class A Beneficial Interest. On or before the Entrustment Date and each Addition Date, the Originator will file with the FSC an asset transfer registration with respect to the entrustment of the Auto Loan Receivables by the Originator to the Trustee on such Entrustment Date or Addition Date. The Servicer, on behalf of the Trustee, will be required to register with the FSC in accordance with the ABS Act each reassignment of Removed Receivables from the Trustee to the Originator. 12

13 Following the service of a Notification Notice, the Originator shall within five Korean Business Days serve a Perfection Notice, in accordance with the ABS Act and the Korean Civil Code, by content and delivery proof mail (Naeyong Baedal Jeungmyung), on each Obligor sufficient to perfect the Trustee s interest in the Auto Loan Receivables and the Related Assets. If the Originator fails to serve such Perfection Notices or if the Back-up Servicer receives a notice from the Originator indicating that the Originator will not be able to serve such Perfection Notices within such five Korean Business Day period, the Back-up Servicer will serve such Perfection Notices on the Obligors within five Korean Business Days of the date on which the Originator should have served such Perfection Notices on the Obligors. Eligible Receivables and Eligible Obligors The Originator will represent in the Trust Agreement that each Initial Receivable is an Eligible Receivable as of the Initial Cut-off Date and the Entrustment Date and that each Additional Receivable is an Eligible Receivable as of the relevant Additional Cut-off Date and the relevant Addition Date. The Originator will also represent in the Trust Agreement that each Initial Obligor is an Eligible Obligor as of the Initial Cut-off Date and the Entrustment Date and that each Additional Borrower is an Eligible Obligor as of the relevant Additional Cut-off Date and the relevant Addition Date. Asset Representations As of the Initial Cut-off Date and the Entrustment Date in respect of the Initial Receivables and as of the relevant Additional Cut-off Date and the relevant Addition Date in respect of the Additional Receivables, the Originator will also represent and warrant as follows in respect of each of the Auto Loan Receivables entrusted to the Trustee: (a) immediately preceding the entrustment of the Auto Loan Receivables under the Trust Agreement, the Originator has full and sole perfected title to and is the absolute legal and beneficial owner of all such Auto Loan Receivables; (b) (c) (d) (e) the Trust Agreement constitutes a valid entrustment of all such Auto Loan Receivables and the Related Assets to the Trustee and, upon registration of the entrustment of the Auto Loan Receivables with the FSC, such Auto Loan Receivables and the Related Assets would not be property of the Originator s estate and the Trustee s ownership of such Auto Loan Receivables and the Related Assets would not in any way be materially adversely affected by the bankruptcy or other similar proceedings of the Originator; each of the Auto Loan Agreements is in full force and effect and constitutes legal, valid and binding obligations of the relevant Obligors; the Auto Loan Receivables, as of the relevant Cut-off Date, do not include any auto loan receivable that has been classified by the Originator as a Defaulted Receivable or a Delinquent Receivable prior to such date in accordance with the Auto Loan Guidelines; and the credit quality of the Auto Loan Receivables is similar in all material respects to, and in no event inferior to, the credit quality of the auto loan receivables in the Originator s aggregate portfolio of auto loan receivables arising under the Autoplan 2 retail loan agreements between the Originator and its customers. 13

14 A breach of an Asset Representation will constitute a Mandatory Receivables Removal Event which will give rise to an obligation on the Originator to provide written notice within five Korean Business Days of the occurrence of such Mandatory Receivables Removal Event to the Trustee, the Class A Beneficial Interestholder and the Note Trustee requesting the Trustee to remove the relevant Auto Loan Receivables and the Related Assets in respect of such Auto Loan Receivables from the Trust Assets and to reassign the same to the Originator on the Removal Date. The Reassignment Price for each Auto Loan Receivable to be reassigned on any Removal Date will be an amount equal to (a) the Principal Amount Outstanding with respect to the relevant Removed Receivable as at the close of business on the last day of the Collection Period immediately prior to the relevant Removal Date minus (b) the aggregate amount of the repayments made on the principal of such Removed Receivable received by the Trustee (including the aggregate amount which the Originator has remitted as Servicer Deemed Collections to the Collection Account with respect to such Removed Receivable) on or prior to the day immediately preceding the Removal Date plus (c) any and all interest accrued and unpaid on the Removed Receivable on the relevant Removal Date (for this purpose, the aggregate amount which the Originator has remitted as Servicer Deemed Collections to the Collection Account with respect to such interest will be deemed to have been paid). Originator Representations and Warranties In addition to the Asset Representations, the representations and warranties made by the Originator in the Trust Agreement will include, among others, that: (a) it maintains management information systems which are adequate to generate reliable periodic statistical portfolio information with respect to the Auto Loan Receivables and overall performance of the Obligors with respect to the Auto Loan Receivables; (b) all of the factual information shown in the records of the Originator and in the information delivered pursuant to the Trust Agreement is true and accurate in all material respects; and (c) no entrustment of the Auto Loan Receivable under the Trust Agreement is or may be voidable or for illegal purposes under any applicable law and the Originator has no illegal purpose in connection with entering into the transactions contemplated by the Transaction Documents. Originator Covenants The covenants made by the Originator in the Trust Agreement will include, among other things, that it will: (a) so long as it is the Servicer, maintain and implement administrative and operating procedures in respect of the Auto Loan Receivables (including an ability to recreate records evidencing Auto Loan Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Auto Loan Receivables, and give the Trustee prompt notice of any material change in such administrative and operating procedures; 14

15 (b) (c) comply in all material respects with its obligations under the Auto Loan Agreements; not amend the terms and provisions of the Auto Loan Agreements and the Auto Loan Guidelines (including, without limitation, the calculation of the amount, or the timing, of charge-offs) save for such amendments as may be made in accordance with its usual business practices, standard market practice for auto loan originators in Korea and mandatory provisions of applicable laws in Korea; provided that the Trustee, the Class A Beneficial Interestholder, the Security Agent, the Note Issuer, the Note Trustee and the Rating Agencies are notified as soon as reasonably practicable of such amendment and such amendment does not materially and adversely affect the interests of the Class A Beneficial Interestholder; (d) subject to applicable privacy laws and regulations in Korea, provide the Trustee, the Class A Beneficial Interestholder, the Security Agent, the Swap Counterparty, the Note Issuer, the Note Trustee or their respective representatives, at all times, upon three Korean Business Day s prior notice, with full and free access during normal business hours to all the books, correspondence and records of the Originator insofar as they relate to the Auto Loan Receivables and/or the Trust Agreement and/or the Originator s auto loan business; (e) not, without the prior written consent of the Trustee (acting on the written instructions of the Class A Beneficial Interestholder (itself acting on the written instructions of the Note Issuer (itself acting on the written instructions of the Note Trustee))), enter into any amendment or any other agreement with respect to the Auto Loan Receivables and the Related Assets that would prevent the Trustee, the Class A Beneficial Interestholder, the Swap Counterparty, the Note Issuer or the Note Trustee from enjoying or exercising the benefits and rights under the Trust Agreement or have an adverse effect in any material respect on the Originator s performance under the Transaction Documents or on the interests of the Trustee in the Auto Loan Receivables and the Related Assets; (f) duly perform all its obligations and duties under the Trust Agreement and each other Transaction Document to which it is a party or in connection therewith and not take any action which constitutes a defence of any Obligor against the Originator and/or the Trustee under any Auto Loan Agreement or which infringes the right, title and interest of the Trustee in and to any Auto Loan Receivable and its Related Assets; and (g) not commit any act which would give rise to a claim to suspend or set-off payment in connection with any Auto Loan Receivable by an Obligor (provided that, for the avoidance of doubt, the refund of any upfront payment paid by any Obligor on entry into the relevant Auto Loan Agreement upon payment in full of the amounts payable by such Obligor under that Auto Loan Agreement will not constitute a breach of this covenant). 15

16 Governing Law The Auto Loan Agreements, the Trust Agreement, the Class A Certificate Subscription Agreement, the Class B Certificate Subscription Agreement, the Servicing Agreement, the Bond Transaction Administration Agreement, the Bond Issuer Servicing Agreement, the Pledge Agreement and the Equity Pledge Agreement, the Won Account Bank Mandate and the FX Account Bank Mandate will be governed by Korean law. Servicing Servicing Pursuant to the Servicing Agreement, the Trustee will appoint the Originator as Servicer to manage, service and administer the Auto Loan Receivables and the Related Assets in accordance with the terms of the Servicing Agreement and the Auto Loan Agreements. The Servicer will perform its services in accordance with the Auto Loan Guidelines, and with professional standards of care and practice ordinary for a prudent servicer of auto loan receivables administering similar auto loan receivables in Korea and otherwise in accordance with applicable law. The Auto Loan Guidelines may be amended or supplemented in accordance with the Trust Agreement. See The Originator and Servicer for certain historical information relating to the Servicer s auto loan servicing. Servicer Duties Under the Servicing Agreement, the Servicer will be required to provide various services in relation to the Auto Loan Receivables and the Related Assets, including: (a) the billing, receipt, reconciliation and recording of any Collections; (b) the maintenance of the collection procedures used to collect its auto loan receivables prior to becoming the Servicer as set out in the Auto Loan Guidelines unless otherwise permitted under the Transaction Documents, and the maintenance of the payment method of the Obligors with respect to the Auto Loan Receivables via bank automatic debit or bank GIRO payment unless otherwise changed by the relevant Obligor; (c) transferring or procuring the transfer of amounts to the Concentration Account and the Collection Account in accordance with the Servicing Agreement; (d) keeping all records reflecting day-to-day administration of the Auto Loan Receivables including all payments made by each of the Obligors in respect of the Auto Loan Receivables; and (e) where applicable and appropriate, enforcement of those Auto Loan Receivables in arrears and their Related Assets, in accordance with the Auto Loan Guidelines and applicable laws. 16