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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2002
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 numbers 333-56869
FRANKLIN AUTO TRUST 2000-1
FRANKLIN AUTO TRUST 2001-1
Commission file numbers 333-72180
FRANKLIN AUTO TRUST 2001-2
FRANKLIN AUTO TRUST 2002-2
FRANKLIN RECEIVABLES LLC
(Exact name of registrant as specified in its charter)
DELAWARE 94-3301790
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
47 WEST 200 SOUTH, SUITE 500
SALT LAKE CITY, UTAH 84101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code: (801) 238-6700
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 at least the past 90 days. YES [X] NO [ ]
Indicate by check mark if 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 or any amendment to this Form 10-K: N/A
Indicate by check mark whether registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act). YES [ ] NO [X]
-
Aggregate market value of the voting stock held by non-affiliates of the
Registrant: N/A
DOCUMENTS INCORPORATED BY REFERENCE: None
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ITEM 1. BUSINESS
The Franklin Auto Trust 2000-1 (the "2000-1 Trust") is a Delaware statutory
trust formed pursuant to the trust agreement (the "2000-1 Agreement") between
Franklin Receivables LLC, as Seller, Bankers Trust, as Owner Trustee. On March
28, 2000, Franklin Receivables LLC transferred $123,002,883 of Prime, Non-Prime
and Sub-Prime motor vehicle retail installment sale contracts (the "2000-1
Receivables") to the 2000-1 Trust. The 2000-1 Trust pledged the 2000-1
Receivables to The Chase Manhattan Bank, as indenture trustee (the "2000-1
Indenture Trustee"), who in turn issued asset backed notes (the "2000-1 Asset
Backed Notes"), subsequently transferred to The Bank of New York.
The Franklin Auto Trust 2001-1 (the "2001-1 Trust") is a Delaware statutory
trust formed pursuant to the trust agreement (the "2001-1 Agreement") between
Franklin Receivables LLC, as Seller, Bankers Trust, as Owner Trustee. On January
25, 2001, Franklin Receivables LLC transferred $139,087,054 of Prime, Non-Prime
and Sub-Prime motor vehicle retail installment sale contracts (the "2001-1
Receivables") to the 2001-1 Trust. The 2001-1 Trust pledged the 2001-1
Receivables to The Chase Manhattan Bank, as indenture trustee (the "2001-1
Indenture Trustee"), who in turn issued asset backed notes (the "2001-1 Asset
Backed Notes"), subsequently transferred to The Bank of New York.
The Franklin Auto Trust 2001-2 (the "2001-2 Trust") is a Delaware statutory
trust formed pursuant to the trust agreement (the "2001-2 Agreement") between
Franklin Receivables LLC, as Seller, and Bankers Trust, as Owner Trustee. On
December 13, 2001, Franklin Receivables LLC transferred $300,000,000 of Prime,
Non-Prime and Sub-Prime motor vehicle retail installment sale contracts (the
"2001-2 Receivables") to the 2001-2 Trust. The 2001-2 Trust pledged the 2001-2
Receivables to The Bank of New York, as indenture trustee (the "2001-2 Indenture
Trustee"), who in turn issued asset backed notes (the "2001-2 Asset Backed
Notes").
The Franklin Auto Trust 2002-1 (the "2002-1 Trust") is a Delaware statutory
trust formed pursuant to the trust agreement (the "2002-1 Agreement") between
Franklin Receivables LLC, as Seller, and Deutsche Bank Trust Company Delaware,
as Owner Trustee. On June 13, 2002, Franklin Receivables LLC transferred
$235,000,000 of Prime, Non-Prime and Sub-Prime motor vehicle retail installment
sale contracts (the "2002-1 Receivables") to the 2002-1 Trust. The 2002-1 Trust
pledged the 2002-1 Receivables to The Bank of New York, as indenture trustee
(the "2002-1 Indenture Trustee"), who in turn issued asset backed notes (the
"2002-1 Asset Backed Notes").
ITEM 2. PROPERTIES
See Item 1 Above.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Registrant is a
party, or of which any of its property is the subject; nor are any such
proceedings known to be contemplated by any governmental authorities.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
For the 2000-1 Trust, there were seven holders of record of 2000-1 Class A-2
Asset Backed Notes as of the end of the Registrant's fiscal year. To
Registrant's knowledge, there is no active market for such securities.
For the 2001-1 Trust, there were eleven holders of record of 2001-1 Class A-1
Asset Backed Notes and two holders of record of 2001-1 Class A-2 Asset Backed
Notes as of the end of the Registrant's fiscal year. To Registrant's knowledge,
there is no active market for such securities.
For the 2001-2 Trust, there were four holders of record of 2001-2 Class A-2
Asset Backed Notes, five holders of record of 2001-2 Class A-3 Asset Backed
Notes, and four holders of record of 2001-2 Class A-4 Asset Backed Notes as of
the end of the Registrant's fiscal year. To Registrant's knowledge, there is no
active market for such securities.
For the 2002-1 Trust, there were two holders of record of 2002-1 Class A-1 Asset
Backed Notes, four holders of record of 2002-1 Class A-2 Asset Backed Notes, six
holders of record of 2002-1 Class A-3 Asset Backed Notes, and six holders of
record of 2002-1 Class A-4 Asset Backed Notes as of the end of the Registrant's
fiscal year. To Registrant's knowledge, there is no active market for such
securities.
ITEM 6. SELECTED FINANCIAL HIGHLIGHTS
N/A
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
N/A
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
N/A
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There is nothing to report with regard to this item.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
None.
ITEM 11. EXECUTIVE COMPENSATION
None.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following persons hold in excess of 5% of the aggregate outstanding 2000-1
Asset Backed Notes as of September 29, 2002:
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT PERCENTAGE
-------------- BENEFICIAL OWNERS ------ ----------
-------------------
CLASS A-2 BOSTON SAFE DEPOSIT 16,211,703.10 48.08%
- --------- AND TRUST COMPANY
Mellon Trust
Pittsburgh, PA 15259
DEUTSCHE BANK TRUST 12,196,078.59 36.17%
COMPANY AMERICAS
648 Grassmere Park Road
Nashville, TN 37211
STATE STREET BANK AND 2,797,594.78 8.30%
TRUST COMPANY
1776 Heritage Dr.
Global Corporate Action Unit
Jab 5NW
No. Quincy, MA 02171
5
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The following persons hold in excess of 5% of the aggregate outstanding 2001-1
Asset Backed Notes as of September 29, 2002:
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT PERCENTAGE
-------------- BENEFICIAL OWNERS ------ ----------
-------------------
CLASS A-1 THE BANK OF NEW YORK 528,452.66 6.21%
- --------- One Wall Street
New York, NY 10286
Cecile Lamarco 201-319-3066
BOSTON SAFE DEPOSIT 489,308.02 5.75%
AND TRUST COMPANY
Mellon Trust
Pittsburgh, PA 15259
Melissa Tarasovicce 412-234-
2475
HSBC BANK USA 489,308.02 5.75%
OMNIBUS
140 Broadway Level A
New York, NY 10013
Linda NG 212-658-1228
JPMORGAN CHASE BANK 1,105,836.13 12.99%
Proxy/Class
Actions/Bankruptcy
Dallas, TX 75254
Paula Dabner 489-477-0081
NORTHERN TRUST 812,251.32 9.54%
COMPANY
801 S Canal C-In
Chicago, IL 60607
Amelia Henson 312-630-8930
STATE STREET BANK AND 4,433,130.68 52.07%
TRUST COMPANY
1776 Heritage Dr.
Global Corporate Action Unit
Jab 5NW
No. Quincy, MA 02171
Joseph Callahan 617-985-6453
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CLASS A-2 DEUTSCHE BANK TRUST 47,081,000.00 90.40%
- --------- COMPANY AMERICAS
648 Grassmere Park Road
Nashville, TN 37211
John Lasher 615-835-3419
HSBC BANK USA 5,000,000.00 9.60%
OMNIBUS
140 Broadway Level A
New York, NY 10013
Linda NG 212-658-1228
The following persons hold in excess of 5% of the aggregate outstanding 2001-2
Asset Backed Notes as of September 30, 2002:
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT PERCENTAGE
-------------- BENEFICIAL OWNERS ------ ----------
-------------------
CLASS A-2
- ---------
THE BANK OF NEW YORK 19,108,790.01 46.98%
One Wall Street
New York, NY 10286
Cecile Lamarco 201-319-3066
BROWN BROTHERS 15,014,049.29 36.91%
HARRIMAN & CO.
63 Wall Street, 8th Floor
New York, NY 10003
Robert Davide 212-493-7946
WELLS FARGO BANK 5,459,654.29 13.42%
MINNESOTA, N.A.
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Issuer Services 631-254-7400
CLASS A-3
- ---------
BOSTON SAFE DEPOSIT 24,000,000 26.37%
AND TRUST COMPANY
Mellon Trust
Pittsburgh, PA 15259
Melissa Tarasovicce 412-234-
2475
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CREDIT SUISSE FIRST 10,000,000 10.99%
BOSTON LLC
C/O ADP Proxy Services
631-254-7400
DEUTSCHE BANK TRUST 37,000,000 40.66%
COMPANY AMERICAS
648 Grassmere Park Road
Nashville, TN 37211
John Lasher 615-835-3419
JPMORGAN CHASE BANK 6,000,000 6.59%
Proxy/Class Actions/Bankruptcy
Dallas, TX 75254
Paula Dabner 489-477-0081
STATE STREET BANK AND 14,000,000 15.38%
TRUST COMPANY
1776 Heritage Dr.
Global Corporate Action Unit
Jab 5NW
No. Quincy, MA 02171
Joseph Callahan 617-985-6453
CLASS A-4
- ---------
CREDIT SUISSE FIRST 7,000,000 8.81%
BOSTON LLC
C/O ADP Proxy Services
631-254-7400
DEUTSCHE BANK TRUST 71,100,000 89.43%
COMPANY AMERICAS
648 Grassmere Park Road
Nashville, TN 37211
John Lasher 615-835-3419
8
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The following persons hold in excess of 5% of the aggregate outstanding 2002-1
Asset Backed Notes as of September 29, 2002:
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT PERCENTAGE
-------------- BENEFICIAL OWNERS ------ ----------
-------------------
CLASS A-1
- ---------
STATE STREET BANK AND 12,339,609.40 97.30%
TRUST COMPANY
1776 Heritage Dr.
Global Corporate Action Unit
Jab 5NW
No. Quincy, MA 02171
Joseph Callahan 617-985-6453
CLASS A-2
- ---------
THE BANK OF NEW YORK 21,000,000 35.59%
One Wall Street
New York, NY 10286
Cecile Lamarco 201-319-3066
BOSTON SAFE DEPOSIT 25,000,000 42.37%
AND TRUST COMPANY
Mellon Trust
Pittsburgh, PA 15259
Melissa Tarasovicce 412-234-
2475
WACHOVIA BANK N.A. 12,000,000 20.34%
40 Broad Street, 5th Floor
No. Quincy, MA 02171
Joe Salgado 212-839-7520
Class A-3
- ---------
THE BANK OF NEW YORK 30,500,000 46.92%
One Wall Street
New York, NY 10286
Cecile Lamarco 201-319-3066
MORGAN STANLEY & CO 16,000,000 24.62%
INCORPORATED
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Victor Reich 718-754-4019
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STATE STREET BANK AND 13,500,000 20.77%
TRUST COMPANY
1776 Heritage Dr.
Global Corporate Action Unit
Jab 5NW
No. Quincy, MA 02171
Joseph Callahan 617-985-6453
CLASS A-4
- ---------
DEUTSCHE BANK TRUST 32,000,000 43.24%
COMPANY AMERICAS
648 Grassmere Park Road
Nashville, TN 37211
John Lasher 615-835-3419
HSBC BANK USA OMNIBUS 7,000,000 9.46%
140 Broadway Level A
New York, NY 10013
Linda NG 212-658-1228
JPMORGAN CHASE BANK 20,750,000 28.04%
Proxy/Class Actions/Bankruptcy
Dallas, TX 75254
Paula Dabner 489-477-0081
FIFTH THIRD BANK 10,000,000 13.51%
38 Fountain Square Plaza, Mail
Drip 1090F1
Cincinnati, OH 45263
Lance Wells 513-744-8637
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
N/A
ITEM 14. CONTROLS AND PROCEDURES
N/A
10
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Exhibits: See Index to Exhibits on Pages 13 to 15.
(a)(2) N/A
(a)(3) See (a)(1) above.
(b)(1) Form 8-K filed on July 12, 2002 filing under Item 5 "Other Events" and
Item 7 "Financial Statements and Exhibits", containing agreements and
assignments dated July 8, 2002.
(b)(2) Form 8-K filed on July 19, 2002 filing under Item 5 "Other Events" and
Item 7 "Financial Statements and Exhibits", a Monthly Service Report
for the month ended June 30, 2002.
(b)(3) Form 8-K filed on August 13, 2002 filing under Item 5 "Other Events"
and Item 7 "Financial Statements and Exhibits", containing agreements
and assignments dated August 8, 2002.
(b)(4) Form 8-K filed on August 16, 2002 filing under Item 5 "Other Events"
and Item 7 "Financial Statements and Exhibits", containing an
agreement as of August 1, 2002.
(b)(5) Form 8-K filed on August 22, 2002 filing under Item 5 "Other Events"
and Item. 7 "Financial Statements and Exhibits", a Monthly Service
Report for the month ended July 31, 2002.
(b)(6) Form 8-K filed on September 25, 2002 filing under Item. 7 "Financial
Statements and Exhibits", a Monthly Service Report for the month ended
August 31, 2002.
Item 16. PRINCIPAL ACCOUNTANT FEES AND SERVICES
N/A
11
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized on the date indicated.
FRANKLIN RECEIVABLES, LLC
(Registrant)
By: Franklin Capital Corp.,
its Managing Member
Date: June 2, 2003 /s/ Harold E. Miller, Jr.
---------------------------
HAROLD E. MILLER, JR.
President
(Principal Executive Officer)
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EXHIBIT INDEX
EXHIBITS FOR FRANKLIN AUTO TRUST 2000-1
- ---------------------------------------
4.1 Amended and Restated Trust Agreement between Franklin Receivables LLC
and Bankers Trust, Owner Trustee, dated as of March 1, 2000,
incorporated by reference to Exhibit 4.1 to Registrant's Form 8-K,
filed on April 10, 2000.
4.2 Indenture between Franklin Auto Trust 2000-1, as Issuer, and The Chase
Manhattan Bank, as Trustee and Indenture Collateral Agent, dated as of
March 1, 2000, incorporated by reference to Exhibit 4.2 to
Registrant's Form 8-K, filed on April 10, 2000.
10.1 Sale and Servicing Agreement among Franklin Auto Trust 2000-1, Issuer,
Franklin Receivables LLC, Seller, Franklin Capital Corporation,
Servicer, and Franklin Resources, Inc., Representative, dated as of
March 1, 2000, incorporated by reference to Exhibit 4.3 to
Registrant's Form 8-K, filed on April 10, 2000.
10.2 Purchase Agreement between Franklin Receivables LLC and Franklin
Capital Corporation dated as of March 1, 2000, incorporated by
reference to Exhibit 10.1 to Registrant's Form 8-K, filed on April 10,
2000.
19.1 Prospectus dated March 14, 2000 and Prospectus Supplement dated March
17, 2000 related to the issuance of the Class A-1 and A-2 notes,
incorporated by reference to Registrant's Form 424(b)(5), filed on
March 23, 2000.
99.1 Report of Independent Accountants on Compliance with Specified Retail
Receivable Servicing Standards and Related Exhibits.
99.2 Annual Statement as to Compliance.
EXHIBITS FOR FRANKLIN AUTO TRUST 2001-1
- ---------------------------------------
4.3 Amended and Restated Trust Agreement between Franklin Receivables LLC
and Bankers Trust, Owner Trustee, dated as of January 1, 2001
incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K,
filed on January 26, 2001.
4.4 Indenture between Franklin Auto Trust 2001-1, as Issuer, and The Chase
Manhattan Bank, as Trustee and Indenture Collateral Agent, dated as of
January 1, 2001 incorporated by reference to Exhibit 4.2 to the
Registrant's Form 8-K, filed on January 26, 2001.
10.3 Sale and Servicing Agreement among Franklin Auto Trust 2001-1, Issuer,
Franklin Receivables LLC, Seller, Franklin Capital Corporation,
Servicer, and Franklin Resources, Inc., Representative, dated as of
January 1, 2001, incorporated by reference to Exhibit 4.3 to
Registrant's Form 8-K filed January 26, 2001.
13
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10.4 Purchase Agreement between Franklin Capital Corporation and Franklin
Receivables LLC, dated as of January 1, 2001, incorporated by
reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on
January 26, 2001.
19.2 Prospectus dated January 12, 2001 and Prospectus Supplement dated
January 19, 2001 related to the issuance of the Class A-1 and A-2
notes, incorporated by reference to Registrant's Form 424(b)(5), filed
on January 22, 2001.
99.3 Report of Independent Accountants on Compliance with Specified Retail
Receivable Servicing Standards and Related Exhibits.
99.4 Annual Statement as to Compliance.
EXHIBITS FOR FRANKLIN AUTO TRUST 2001-2
- ---------------------------------------
4.5 Amended and Restated Trust Agreement between Franklin Receivables LLC
and Bankers Trust, as Owner Trustee, dated as of December 1, 2001,
incorporated by reference to Exhibit 4.1 to Registrant's Form 8-K,
filed on December 26, 2001.
4.6 Indenture between Franklin Auto Trust 2001-2, as Issuer, and The Bank
of New York, as Trustee and Indenture Collateral Agent, dated as of
December 1, 2001 incorporated by reference to Exhibit 4.2 to
Registrant's Form 8-K, filed on December 26, 2001.
10.5 Sale and Servicing Agreement among Franklin Auto Trust 2001-2, Issuer,
Franklin Receivables LLC, Seller, Franklin Capital Corporation,
Servicer, and Franklin Resources, Inc., Representative, dated as of
December 1, 2001, incorporated by reference to Exhibit 4.3 to
Registrant's Form 8-K, filed on December 26, 2001.
10.6 Purchase Agreement between Franklin Capital Corporation and Franklin
Receivables LLC, dated as of December 1, 2001, incorporated by
reference to Exhibit 10.1 to Registrant's Form 8-K, filed on December
26, 2001.
19.3 Prospectus dated November 28, 2001 and Prospectus Supplement dated
November 28, 2001 related to the issuance of the Class A-1, A-2, A-3
and A-4 notes, incorporated by reference to Registrant's Form
424(b)(5) filed on December 6, 2001.
99.5 Report of Independent Accountants on Compliance with Specified Retail
Receivable Servicing Standards and Related Exhibits.
99.6 Annual Statement as to Compliance.
14
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EXHIBITS FOR FRANKLIN AUTO TRUST 2002-1
---------------------------------------
4.7 Amended and Restated Trust Agreement between Franklin Receivables LLC
and Deutsche Bank Trust Company Delaware, as Owner Trustee, dated as
of June 1, 2002, incorporated by reference to Exhibit 4.1 to
Registrant's Form 8-K, filed on June 20, 2002.
4.8 Indenture between Franklin Auto Trust 2002-1, as Issuer, and The Bank
of New York, as Trustee and Indenture Collateral Agent, dated as of
June 1, 2002, incorporated by reference to Exhibit 4.2 to Registrant's
Form 8-K, filed on June 20, 2002.
10.7 Sale and Servicing Agreement among Franklin Auto Trust 2002-1, Issuer,
Franklin Receivables LLC, Seller, Franklin Capital Corporation,
Servicer, and Franklin Resources, Inc., Representative, dated as of
June 1, 2002, incorporated by reference to Exhibit 4.3 to Registrant's
Form 8-K, filed on June 20, 2002.
10.8 Purchase Agreement between Franklin Capital Corporation and Franklin
Receivables LLC, dated as of June 1, 2002, incorporated by reference
to Exhibit 10.1 to Registrant's Form 8-K, filed on June 20, 2002.
10.9 Subsequent Purchase Agreement by and between Franklin Capital
Corporation and Franklin Receivables LLC, dated as of July 8, 2002,
incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K,
filed on July 12, 2002.
10.10 Subsequent Purchase Agreement by and between Franklin Capital
Corporation and Franklin Receivables LLC, dated as of August 8, 2002,
incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K,
filed on August 13, 2002.
19.4 Prospectus dated November 28, 2001 and Prospectus Supplement dated May
29, 2002 related to the issuance of the Class A-1, A-2, A-3 and A-4
notes, incorporated by reference to Form 424(b)(5) filed on June 7,
2002.
99.7 Report of Independent Accountants on Compliance with Specified Retail
Receivable Servicing Standards and Related Exhibits.
99.8 Annual Statement as to Compliance.
99.9 Certification
15
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