1
EXHIBIT 10.2
Execution Version
RECEIVABLES CONTRIBUTION AGREEMENT
------------------------------
MIDLAND CREDIT MANAGEMENT, INC.
(SELLER)
MIDLAND RECEIVABLES 98-1 CORPORATION
(ISSUER)
DATED AS OF DECEMBER 1, 1998
------------------------------
MIDLAND RECEIVABLES-BACKED NOTES, SERIES 1998-1
------------------------------
2
RECEIVABLES CONTRIBUTION AGREEMENT
This RECEIVABLES CONTRIBUTION AGREEMENT (this "Agreement") is made as of
December 1, 1998, by and among MIDLAND CREDIT MANAGEMENT, INC., a Kansas
corporation (the "Seller"), and MIDLAND RECEIVABLES 98-1 CORPORATION, a
Delaware Corporation (the "Issuer").
W I T N E S S E T H:
WHEREAS, the Issuer is a limited purpose finance subsidiary of the
Seller;
WHEREAS, the Issuer, Midland Credit Management, Inc., as servicer (the
"Servicer"), Norwest Bank Minnesota, National Association, as trustee (the
"Trustee") and Asset Guaranty Insurance Company as Note Insurer ("Note
Insurer") propose to enter into an Indenture and Servicing Agreement (the
"Indenture and Servicing Agreement") dated as of December 1, 1998 which will
create the Midland Credit Management Receivables-Backed Notes, Series 1998-1
(the "Notes");
WHEREAS, the Notes to be issued by the Issuer pursuant to the Indenture
and Servicing Agreement will be collateralized by certain Receivables and
related property and certain monies in respect thereof; and
WHEREAS, as of the date hereof, the Seller is the sole stockholder of the
Issuer and, in consideration of the transfer and sale by Seller of the
Receivables and related property to Issuer upon the terms and subject to the
conditions set forth in this Agreement, Issuer has agreed to pay to Seller
the sum of $34,000,000, such amount being referred to herein as the "Issuer
Purchase Price") with the difference, if any, between (i) the value of the
Receivables and the related property, and (ii) the Issuer Purchase Price,
being a capital contribution by the Seller to the Issuer.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
SECTION 1. DEFINITIONS. This Agreement is entered into in connection with
the terms and conditions of the Indenture and Servicing Agreement, and each
of the terms and conditions of the Indenture and Servicing Agreement are
hereby incorporated by reference. Any capitalized term used herein and not
otherwise defined herein shall have the meaning given to it in the Indenture
and Servicing Agreement.
SECTION 2. TRANSFER AND ASSIGNMENT OF RECEIVABLES.
(a) Subject to the terms and conditions of this Agreement, the Seller
hereby sells and delivers to the Issuer, and the Issuer hereby purchases from
Seller, without recourse (except to the extent expressly provided herein), all
of Seller's right, title and interest in,
2
3
to and under the Receivables identified on the Schedule Receivables. The Seller
may from time to time transfer to the Issuer and the Issuer shall acquire from
the Seller additional Substitute Receivables identified in additional Schedules
of Receivables delivered hereunder pursuant to Section 4 hereof. Each Schedule
of Receivables is incorporated by this reference into this Agreement and the
Indenture and Servicing Agreement.
(b) Subject to the terms and conditions contained herein, the Seller hereby
assigns and transfers to the Issuer, and the Issuer hereby accepts, all of the
Seller's right, title and interest in, to and under the following described
property and interests in property (the "Contributed Assets"):
(i) the Receivables identified on the Schedules of Receivables
which includes a listing of accounts and all monies due thereon or paid
thereunder or in respect thereof on and after the Closing Date;
(ii) all right, title and interest of the Seller in, to and
under each Asset Sale Agreement, and all related documents, instruments
and agreements pursuant to which the Seller acquired, or acquired an
interest in, any of the Receivables from an Originating Institution;
(iii) all books, records and documents relating to the
Receivables in any medium including without limitation paper, tapes,
disks and other electronic media; and
(iv) all proceeds, products, rents and profits of any of the
foregoing and all other amounts payable in respect of the foregoing,
including, without limitation, proceeds of insurance policies insuring
any of the foregoing or any indemnity or warranty payable by reason of
loss or damage to or otherwise in respect of any of the foregoing.
(c) In consideration of the sale, transfer and conveyance of the
Contributed Assets by the Seller to the Issuer, the Issuer shall on the Closing
Date, pay to Seller an amount equal to the Issuer Purchase Price.
(d) It is the intention of the Seller that the transfer and assignment
contemplated by this Agreement shall constitute an absolute sale of the
Contributed Assets from the Seller to the Issuer and that the Contributed Assets
shall not be part of the Seller's estate in the event of the filing of a
bankruptcy petition by or against the Seller under any bankruptcy law. The
Seller agrees to execute and file all filings (including filings under the UCC)
necessary in any jurisdiction to provide third parties with notice of the sale
of the Contributed Assets pursuant to this Agreement and to perfect such sale
under the UCC.
(e) Although the parties hereto intend that the transfer and assignment
contemplated by this Agreement be a sale, in the event such transfer and
assignment is deemed to be other than a sale, the parties intend that (i) all
filings described in the
3
4
foregoing paragraph shall give the Issuer a first priority perfected security
interest in, to and under the Contributed Assets, and other property conveyed
hereunder and all proceeds of any of the foregoing and (ii) this Agreement shall
be deemed to be the grant of a security interest from the Seller to the Issuer
in the Contributed Assets and the Issuer shall have all rights, powers and
privileges of a secured party under the UCC. In furtherance of the foregoing
intent, the Seller hereby grants to the Issuer a security interest in the
Contributed Assets to secure the obligations of the Seller to the Issuer under
all Transaction Documents.
(f) In connection with the foregoing conveyance, the Seller shall ensure
that, from and after the time of sale of the Receivables to the Issuer under
this Agreement, the master computer records (including any back-up archives)
maintained by or on behalf of the Seller that refer to any Receivable indicate
clearly the interest of the Issuer in such Receivable and that the Receivable is
owned by the Issuer. Indication of the Issuer's ownership of a Receivable shall
be deleted from or modified on such computer records when, and only when, the
Receivable has been paid in full, repurchased or assigned by the Issuer.
(g) The Seller agrees that all Contributed Assets transferred, assigned and
delivered to the Issuer hereunder shall comply with all the representations and
warranties set forth in this Agreement and all other Transaction Documents.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER.
The Seller hereby makes the following representations and warranties on
which the Issuer is relying in accepting the Receivables and executing this
Agreement. The representations shall speak as of the execution and delivery
of this Agreement, and shall survive the transfer, assignment and conveyance
of the Receivables to the Issuer and are as follows:
(a) Organization and Good Standing. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Kansas with corporate power and authority to own its properties and to conduct
its business as such properties shall be currently owned and such business is
presently conducted, and had at all relevant times, and shall now have, power,
authority and legal right to acquire, own, hold, transfer, assign and convey the
Receivables.
(b) Due Qualification. The Seller is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions in which the ownership or lease of property
or the conduct of its business shall require such qualifications, licenses or
approvals and as to which the failure to obtain such licenses or approvals would
have a material and adverse impact upon the value or collectability of the
Receivables.
(c) Power and Authority. The Seller has all requisite corporate power and
authority to own the Receivables, to execute and deliver this Agreement and any
and all other instruments and documents necessary to consummate the transactions
contemplated hereby (the "Seller's Related Documents") and to perform each of
its obligations under this Agreement and under the Seller's Related Documents,
and to consummate the
4
5
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and each of the Seller's Related Documents by the Seller, the
performance by the Seller of its obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereby and thereby have each been
duly authorized by the Board of Directors of the Seller and no further corporate
actions are required to be taken by the Seller in connection therewith.
(d) Valid Transfer; Binding Obligation. Upon the execution and delivery of
this Agreement and the Schedule of Receivables by each of the parties hereto,
this Agreement shall evidence a valid transfer, assignment and conveyance of the
Receivables, which is enforceable against creditors of and purchasers from the
Seller, and will constitute the legal, valid and binding obligation of the
Seller, enforceable against the Seller in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency or similar laws and
by equitable principles.
(e) No Violation. Neither the execution, delivery and performance of this
Agreement by the Seller nor the consummation by the Seller of the transactions
contemplated hereby nor the fulfillment of or compliance with the terms and
conditions of this Agreement (i) materially conflicts with or results in a
material breach of any terms, conditions or provisions of the articles of
incorporation or bylaws of the Seller or any indenture, agreement or other
instrument to which the Seller or any of its subsidiaries is a party or by which
it is bound, (ii) constitutes a material default (whether with notice or lapse
of time or both), or results in the creation or imposition of any material lien,
charge or encumbrance upon any of the property or assets of the Seller, under
the terms of any of the foregoing or (iii) violates any statute, ordinance or
law or any rule, regulation, order, writ, injunction or decree of any court or
of any public, governmental or regulatory body, agency or authority applicable
to the Seller.
(f) Litigation; Judicial Proceedings. There are no judicial or
administrative actions, proceedings or investigations pending or, to the
Seller's knowledge, threatened by or against the Seller with respect to the
transactions contemplated hereby, at law or in equity or before or by any
federal, state, municipal, foreign or other governmental department, commission,
board, agency, instrumentality or authority.
(g) All Consents Obtained. All approvals, authorizations, consents, orders
or other actions of any persons or of any governmental body or official required
in connection with the execution and delivery by the Seller of this Agreement
and the Transaction Documents to which the Seller is a party, the performance by
the Seller of the transactions contemplated by this Agreement and the
fulfillment by the Seller of the terms hereof and thereof, have been obtained.
(h) Not an Investment Company. The Seller is not an "investment company" or
a company "controlled" by an "investment company" within the meaning of the
Investment Company Act, and none of the execution, delivery or performance of
obligations under this Agreement or any of the Seller's Related Documents, or
the consummation of any of the transactions contemplated thereby (including,
without limitation, the contribution of the Contributed Assets hereunder) will
violate any
5
6
provision of the Investment Company Act, or any rule, regulation or order issued
by the Securities and Exchange Commission thereunder.
(i) All Tax Returns True, Correct and Timely Filed. All material tax
returns required to be filed by the Seller in any jurisdiction have in fact been
filed and all taxes, assessments, fees and other governmental charges upon the
Seller or upon any of its properties, income or franchises shown to be due and
payable on such returns have been paid. To the best of the Seller's knowledge
all such tax returns were true and correct in all material respects and the
Seller knows of no proposed material additional tax assessment against it nor of
any basis therefor. The provisions for taxes on the books of the Seller and each
subsidiary are in accordance with generally accepted accounting principles.
(j) No Restrictions on Seller Affecting Its Business. The Seller is not a
party to any contract or agreement, or subject to any charter or other corporate
restriction which materially and adversely affects its business.
(k) Perfection of Security Interest. All filings and recordings as may be
necessary to perfect the interest of the Issuer in the Receivables have been
accomplished and are in full force and effect. The Seller will from time to
time, at its own expense, execute and file such additional financing statements
(including continuation statements) as may be necessary to ensure that at any
time, the interest of the Issuer in all of the Receivables is fully protected.
(l) All Taxes, Fees and Charges Relating to Transaction and Transaction
Documents Paid. Any taxes, fees and other governmental charges in connection
with the execution and delivery of the Agreement and the transactions
contemplated hereby have been or will be paid by the Seller at or prior to the
Closing Date.
(m) Location of Chief Executive Office and Records. The principal place of
business and chief executive office of the Seller, and the office where the
Seller maintains all of its records, is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇; provided that, at any time after the Closing Date,
upon 30 days' prior written notice to each of the Issuer, the Note Insurer and
the Trustee, the Seller may relocate its principal place of business and chief
executive office, and/or the office where it maintains all of its records, to
another location within the United States to the extent that the Seller shall
have taken all actions necessary or reasonably requested by the Issuer, the
Trustee or the Note Insurer to amend its existing financing statements and
continuation statements, and file additional financing statements and to take
any other steps reasonably requested by the Issuer, the Trustee or the Note
Insurer to further perfect or evidence the rights, claims or security interests
of any of the Issuer or any assignee or beneficiary of Issuer's rights under the
Agreement, including the Trustee and the Note Insurer .
(n) Ownership of the Issuer. One hundred percent (100%) of the stock of the
Issuer is directly owned (both beneficially and of record) by the Seller. Such
shares of stock are validly issued, fully paid and nonassessable and no one
other than the Seller has any rights to acquire stock of the Issuer.
6
7
(o) Solvency. The Seller, both prior to and after giving effect to each
contribution of Receivables identified in a Schedule of Receivables on the
Closing Date (or on any Funding Date thereafter, as the case may be) (i) is not
"insolvent" (as such term is defined in Section 101(32)(A) of the Bankruptcy
Code), (ii) is able to pay its debts as they become due, and (iii) does not have
unreasonably small capital for the business in which it is engaged or for any
business or transaction in which it is about to engage.
(p) Reporting and Accounting Treatment. For reporting and accounting
purposes, and in its books of account and records, the Seller will treat the
sale of Receivables pursuant to this Agreement as an absolute assignment of the
Seller's full right, title and ownership interest in each such Receivable and
the Seller has not in any other manner accounted for or treated the
transactions.
(q) Receivables.
(i) Each Receivable is payable in United States dollars and
has been purchased by the Seller from the related Originating
Institution under an Asset Sale Agreement between the Seller and the
applicable Originating Institution, in accordance with the Customary
Procedures of the Seller.
(ii) The information set forth in the Schedule of Receivables
shall be true and correct in all material respects as of the Cut-Off
Date and in the event the Seller owns Consumer Accounts other than the
Receivables, no selection procedures adverse to the Issuer shall have
been utilized in selecting the Receivables from the Consumer Accounts
of the Seller.
(iii) None of the Receivables shall be due from the United
States or any state, or from any agency, department or instrumentality
of the United States or any state or local government.
(iv) None of the Receivables shall be due from any employee of
the Seller or any of its affiliates, or predecessors.
(v) It is the intention of the Seller that the transfer and
assignment herein contemplated, taken as a whole, constitute a sale of
the Receivables from the Seller to the Issuer and that the Receivables
shall not be part of the Seller's estate in the event of the filing of
a bankruptcy petition by or against the Seller under any bankruptcy
law. No Receivable has been sold, transferred, assigned or pledged by
the Seller to any Person other than the Issuer. Immediately prior to
the transfer and assignment herein contemplated, the Seller had good
and marketable title to each Receivable, free and clear of all Liens
and rights of others (except such claims or liens that will be
discharged upon such sale); immediately upon the transfer and
assignment thereof, the Issuer shall have good and marketable title to
each Receivable, free and clear of all Liens and rights of others; and
the transfer and assignment herein contemplated, to the extent
necessary, has been perfected under the UCC.
7
8
(vi) As of the Closing Date, the Seller has not taken any
action that, or failed to take any action the omission of which, would
materially impair the rights of the Issuer with respect to any
Receivable.
(vii) As of the Closing Date , no Receivable has been
identified by the Seller or reported to the Seller by the related
Originating Institution as having resulted from fraud perpetrated by
the Obligor with respect to the related account.
(viii) All filings (including UCC filings) necessary in any
jurisdiction to provide third parties with notice of the transfer and
assignment herein contemplated, to perfect the transfer of the
Receivables hereunder and to provide Issuer with an interest in the
Receivables that is prior to any other interest held by any other
person (except the Trustee on behalf of the Noteholders) shall have
been made.
(ix) No Receivable is secured by "real property" or "fixtures"
or evidenced by an "instrument" under and as defined in the UCC.
(x) As of the Closing Date, each Receivable File is kept at
the location identified for such purpose in the Indenture and Servicing
Agreement.
SECTION 4. REPURCHASE OF RECEIVABLES UPON BREACH.
If, as a result of a breach of any of the representations and warranties
made by the Seller to the Issuer hereunder, the Issuer breaches similar
representations and warranties made by it under the Indenture and Servicing
Agreement and thereby becomes obligated under the Indenture and Servicing
Agreement to accept retransfer of any Receivables, in addition to any other
rights or remedies that the Issuer may have against the Seller as a result of
such breach, the Seller shall be obligated to (i) repurchase the Receivables
retransferred to the Issuer for an amount equal to the amount the Issuer is
required to deposit under the Indenture and Servicing Agreement in connection
with such retransfer or (ii) accept retransfer of any such Receivables in
exchange for the sale, transfer and conveyance hereunder, pursuant to a
Schedule of Receivables, of Receivables of equal or greater value from the
Originating Institution (the "Substitute Receivables") of the affected
Receivables, if and to the extent that the Seller has the right to demand, or
is obligated to accept such substitution, pursuant to the terms of the
applicable Asset Sale Agreement.
SECTION 5. TERMINATION.
This Agreement (a) may not be terminated prior to the termination of the
Indenture and Servicing Agreement and (b) may be terminated at any time
thereafter by either party upon written notice to the other party.
SECTION 6. GENERAL COVENANTS OF SELLER.
The Seller covenants and agrees that from the Closing Date until the
termination of the Indenture and Servicing Agreement:
8
9
(a) No Change in Name or Chief Executive Office or Location of Records. The
Seller covenants that it shall not change its name, and shall maintain its
principal place of business and chief executive office, and the office where it
maintains all of its records, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇; provided that, at any time after the Closing Date, upon 30 days' prior
written notice to each of the Issuer, the Note Insurer and the Trustee, the
Seller may change its name and/or relocate its principal place of business and
chief executive office, and/or the office where it maintains all of its records,
to another location within the United States to the extent that the Seller shall
have taken all actions necessary or reasonably requested by the Issuer, the
Trustee or the Note Insurer to amend its existing financing statements and
continuation statements, and file additional financing statements and to take
any other steps reasonably requested by the Issuer, the Trustee or the Note
Insurer to further perfect or evidence the rights, claims or security interests
of any of the Issuer, the Trustee or the Note Insurer under any of the
Transaction Documents.
(b) Separate Identity. The Seller hereby covenants and agrees to take all
actions required to maintain the Issuer's status as a separate legal entity.
Without limiting the foregoing, the Seller shall:
(i) cause the Issuer to conduct all of its business, and make
all communications to third parties (including all invoices (if any),
letter, checks and other instruments) solely in its own name (and not
as a division of any other Person), and require that its employees, if
any, when conducting its business identify themselves as employees of
the Issuer:
(ii) cause the Issuer to compensate all employees, consultants
and agents directly or indirectly through reimbursement of the Seller,
from the Issuer's bank accounts, for services provided to the Issuer by
such employees, consultants and agents and, to the extent any employee,
consultant or agent of the Issuer is also an employee, consultant or
agent of the Seller, allocate the compensation of such employee,
consultant or agent between the Issuer and the Seller on a basis which
reflects the respective services rendered to the Issuer and the Seller;
(iii) cause the Issuer to (A) pay its own incidental
administrative costs and expenses from its own funds and (B) allocate
all other shared overhead expenses (including, without limitation,
telephone and other utility charges, the services of shared employees,
consultants and agents, and reasonable legal and auditing expenses)
which are not reflected in the Servicing Fee, and other items of cost
and expense shared between the Issuer and the Seller, on the basis of
actual use to the extent practicable, and to the extent such allocation
is not practicable, on a basis reasonably related to actual use or the
value of services rendered;
(iv) cause the Issuer to at all times have at least two
Independent Directors, as provided in the Issuer's Certificate of
Incorporation;
9
10
(v) cause the Issuer to maintain its books and records
separate from those of any Affiliate;
(vi) cause the Issuer to prepare its financial statements
separately from those of its Affiliates and ensure that any
consolidated financial statement have notes to the effect that the
Issuer is a separate entity whose creditors have a claim on its assets
prior to those assets becoming available to its equity holders and
therefore to any creditors, as the case may be;
(vii) cause the Issuer to not commingle its funds or other
assets with those of any of its Affiliates (other than in respect of
items of payment or funds which may be commingled until deposit into
the Collection Account in accordance with this Agreement), and not to
hold its assets in any manner that would create an appearance that such
assets belong to any such Affiliate, not maintain bank accounts or
other depository accounts to which any such Affiliate is an account
party, into which any such Affiliate makes deposits or from which any
such Affiliate has the power to make withdrawals, and not act as an
agent or representative of any of its Affiliates in any capacity;
(viii) not permit any of its Affiliates to pay the Issuer's
operating expenses;
(ix) not permit the Issuer to guarantee any obligation of any
of its Affiliates, have any of its obligations guaranteed by any such
Affiliate (either directly or by seeking credit based on the assets of
such Affiliate), or otherwise hold itself out as responsible for the
debts of any Affiliate;
(x) cause the Issuer to maintain at all times stationery
separate from that of any Affiliate and have all its officers and
employees conduct all of its business solely in its own name;
(xi) hold regular meetings of its Board of Directors in
accordance with the provisions of its bylaws and otherwise take such
actions as are necessary on its part to ensure that all corporate
procedures required by its Articles of Incorporation and bylaws are
duly and validly taken;
(xii) cause the Issuer to respond to any inquires with respect
to ownership of a Receivable by stating that it is the owner of such
contributed Receivable, and, if requested to do so, that the Trustee
has been granted a security interest in such Receivable; and
(xiii) cause the Issuer to take such other actions as are
necessary on its part to ensure that the facts and assumptions set
forth in the non-consolidation opinion delivered by the Issuer's
counsel remain true and correct at all times.
(c) No Liens, Etc. Against Receivables and Trust Property. The Seller
hereby covenants and agrees not to create or suffer to exist (by operation of
law or otherwise),
10
11
any Lien upon or with respect to, any Receivables or the Trust Estate, or any
interest in either thereof, or upon or with respect to any Account, except for
the Lien created by the Indenture and Servicing Agreement. The Seller shall
immediately notify the Trustee of the existence of any Lien on any Receivables
or the Trust Estate, and the Seller shall defend the right, title and interest
of each of the Issuer and the Trustee in, to and under the Receivables and Trust
Estate, against all claims of third parties.
SECTION 7. MISCELLANEOUS.
(a) This Agreement may not be amended except by an instrument in writing
signed by the Seller and the Issuer. In addition, so long as the Notes are
outstanding, this Agreement may not be amended without the prior written consent
of (i) Noteholders holding a majority of the outstanding principal on the Notes
unless the Seller and the Issuer deliver to the Trustee written evidence from
the Rating Agency that such Rating Agency has reviewed such proposed amendment
and that the amendment of this Agreement will not result in a reduction or
withdrawal of its rating on the Notes and (ii) the Note Insurer.
(b) The covenants, agreements, rights and obligations contained in this
Agreement shall be binding upon the successors and assigns of the Seller and
shall inure to the benefit of the successors and assigns of the Issuer, and all
persons claiming by, through or under the Issuer.
(c) Any provision of this Agreement which is prohibited, unenforceable or
not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or
non-authorization without invalidating the remaining provisions hereof or
affecting the validity, enforceability or legality of such provision in any
other Jurisdiction.
(d) This Agreement shall be governed by and construed in accordance with
the laws of the State of Kansas.
(e) This Agreement may be executed in several counterparts and all so
executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the original or the same
counterpart. Any counterpart hereof signed by a party against whom enforcement
of this Agreement is sought shall be admissible into evidence as an original
hereof to prove the contents hereof.
(f) The Seller covenants and agrees that prior to the date which is one
year and one day after the termination of the Indenture and Servicing Agreement,
it will not institute against, or join any other Person in instituting against,
the Issuer any bankruptcy, reorganization arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy or similar
law. This Section 7(f) shall survive the termination of this Agreement.
11
12
IN WITNESS WHEREOF, the parties hereto have caused this Receivables
Contribution Agreement to be duly executed as of the date first above
written.
MIDLAND CREDIT
MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
MIDLAND RECEIVABLES 98-1 CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Treasurer
12