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EXHIBIT 10.2
THIRD AMENDMENT TO
INDENTURE AND SERVICING AGREEMENT
(FLOATING RATE MIDLAND RECEIVABLES-BACKED
VARIABLE FUNDING NOTES, SERIES 1999-A)
This THIRD AMENDMENT TO INDENTURE AND SERVICING AGREEMENT, dated as of
September 22, 2000 (this "Amendment"), is executed by and among Midland Funding
98-A Corporation, as issuer (the "Issuer"), Wells Fargo Bank Minnesota, National
Association, fka Norwest Bank Minnesota, National Association, as trustee (in
such capacity, the "Trustee"), and as backup Servicer (in such capacity, the
"Backup Servicer"), Midland Credit Management, Inc., as servicer (the
"Servicer"), Asset Guaranty Insurance Company, as note insurer (the "Note
Insurer"), Banco Santander Central Hispano, S.A., New York Branch and Warehouse
Line, L.L.C. (the "Noteholders").
RECITALS
A. The Issuer, the Trustee, the Backup Servicer, the Servicer and the
Note Insurer are parties to an Indenture and Servicing Agreement dated as of
March 31, 1999 (as amended, supplemented or otherwise modified, the "Indenture
and Servicing Agreement") relating to the Floating Rate Midland
Receivables-Backed Variable Funding Notes, Series 1999-A; and
B. The Issuer, the Servicer, the Trustee, the Backup Servicer, the Note
Insurer and the Noteholders agree that certain amendments to the Indenture and
Servicing Agreement are necessary and in the best interests of each party; and
C. The Noteholders are the only holders of the Notes issued by the
Issuer pursuant to the Indenture and Servicing Agreement on the date hereof; and
D. Section 12.01 of the Indenture and Servicing Agreement permits
amendment of the Indenture and Servicing Agreement on the terms and subject to
the conditions provided therein.
NOW THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS. Subject to the terms and conditions set forth
herein, the Indenture and Servicing Agreement is hereby amended as follows:
(a) Section 1.01 is amended by adding the following definition:
"Additional Premium Rate" means the Premium Rate as defined in
the Premium Letter applicable at such times that Notes,
without the benefit of the Policy, are rated by the Rating
Agency below BBB-.
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(b) Section 1.01 is amended by adding the following definition:
"Bankrupt Sale Net Proceeds" means the portion of Net Proceeds
arising from the sale of Bankrupt Sale Receivables pursuant to
Section 3.13(a).
(c) Section 1.01 is amended by adding the following definition:
"Bankrupt Sale Receivable" means any Receivable the Obligor of
which is subject to (i) a petition filed by or against the
Obligor, (ii) a decree or order for relief entered by a court
or agency or supervisory authority having jurisdiction in
respect of the Obligor, or (iii) the appointment of a trustee
in bankruptcy, conservator or receiver for the Obligor, in any
bankruptcy, insolvency, readjustment of debt or similar
proceeding.
(d) Section 1.01 is amended by adding the following definition:
"Base Premium Rate" means the Premium Rate as defined in the
Premium Letter applicable at such times that the Notes,
without the benefit of the Policy, are rated by the Rating
Agency is rated at BBB- or higher.
(e) Section 1.01 is amended by replacing the current definition of
"Final Payment Date" with the following definition:
"Final Payment Date" means the earlier of (i) December 15,
2004, or (ii) the Payment Date which follows the Payment Date
on which all proceeds of the sale of the Trust Estate pursuant
to Section 9.24(c) were distributed.
(f) Section 1.01 is amended by replacing the current definition of
"Funding Period" with the following definition:
"Funding Period" means the period of time which begins on the
Closing Date and which terminates on September 11, 2000.
(g) Section 1.01 is amended by replacing the current definition of
"Liquidity" with the following definition:
"Liquidity" shall mean unrestricted cash and/or availability
under one or more committed working capital facilities the
provider of each of which (A) has (i) a short-term rating of
at least A-1 from S&P or P-1 from Moody's and (ii) a long term
rating of at least A from S&P or A2 from Moody's, or (B) is
CTW Funding, LLC ("CTW") or such other provider reasonably
acceptable to the Controlling Party, the terms and conditions
of each of which (including without limitation the conditions
precedent to funding) are in all material respects no less
favorable to the Servicer than the terms and conditions which
are customary in the market for committed commercial lending
facilities, or such other terms and
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conditions reasonably acceptable to the Controlling Party, and
the remaining term of each of which is at least 6 months or
such lesser period of time acceptable to the Controlling
Party; provided that, with respect to the revolving facility
provided by CTW pursuant to the Credit and Security Agreement,
dated September 22, 2000, as it may be amended, the undrawn
commitment thereunder will be counted as Liquidity through its
term.
(h) Section 1.01 is amended by replacing the definition of "Net
Proceeds" it with the following definition:
"Net Proceeds" means, with respect to a Receivable, all monies
representing collected available funds, net of checks returned
for insufficient funds, received or otherwise recovered by the
Servicer or Permitted Third Parties on or with respect to a
Receivable or from or for the account of the related Obligor
on such Receivable including, without limitation in connection
with a sale thereof pursuant to Section 3.13. Third-Party Fees
and Third-Party Costs incurred by Permitted Third Parties and
paid in connection with collecting or enforcing a Receivable
will be deducted from collections on any Receivable by either
the applicable Permitted Third-Party or by the Servicer on
their behalf and will not constitute Net Proceeds.
Notwithstanding the foregoing, proceeds from the sale of
accounts pursuant to Section 3.13(b) and Net Seller Recoveries
shall not be Net Proceeds for purposes of computing the
Servicing Fee or the cumulative amount of Net Proceeds for
purposes of Section 9.01(p) and Exhibit 9.01(p).
(i) Section 1.01 is amended by adding the following definition of
"Note Insurer Additional Premium":
"Note Insurer Additional Premium" means the premium payable to
the Note Insurer in respect of the Policy, in an amount equal
to the greater of (x) the product of (i) 1/12 of a per annum
rate equal to the Additional Premium Rate and (ii) the average
daily Note Balance during the preceding Collection Period, and
(y) the fixed minimum amount set forth for all premium
payments in the Premium Letter when the Notes, without the
benefit of the Policy, are rated by the Rating Agency below
BBB-.
(j) Section 1.01 is amended by adding the following definition of
"Note Insurer Base Premium":
"Note Insurer Base Premium" means the premium payable to the
Note Insurer in respect of the Policy, in an amount equal to
the greater of (x) the product of (i) 1/12 of a per annum rate
equal to the Base Premium Rate and (ii) the average daily Note
Balance during the preceding Collection Period, and (y) the
fixed minimum amount set forth for all premium payments in the
Premium Letter
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when the Notes, without the benefit of the Policy, are rated
by the Rating Agency BBB- or higher.
(k) Section 1.01 is amended by adding the following definition of
"Permitted Third Party":
"Permitted Third Party" means (i) any member of the National
Attorney Network, (ii) any member of American Alliance of
Creditor Attorneys; and (iii) any other Person that the
Controlling Party has agreed in writing to be a Permitted
Third Party.
(l) Article 1.01 is amended by adding the following definition of
"Net Seller Recoveries":
"Net Seller Recoveries" means any and all monies, property,
rights or interests, including, without limitation, any
accounts or receivables directly or indirectly received by the
Issuer on or after September 22, 2000 from BankOne
Corporation, First USA Bank, N.A., MBNA America Bank, N.A., or
Chase Manhattan Bank USA, N.A., or any affiliate of any of the
foregoing (collectively, the "Receivable Sellers") resulting
from claims that the Issuer or Midland may have or had against
any of the Receivable Sellers or that the Note Insurer or the
Issuer may have or had as a third-party beneficiary against
any of the Receivable Sellers arising from or relating to the
previous purchase of Receivables by Midland from the
Receivable Sellers that are or were part of the Trust Estate,
net of (i) third party expenses which in the aggregate do not
exceed $75,000 without the consent of the Note Insurer, and
(ii) attorney fees and attorney costs incurred by Midland or
the Issuer, in connection with the receipt of such monies,
property, rights or interests.
(m) Section 1.01 is amended by replacing the current definition of
"Note Rate" with the following definition:
"Note Rate" means for any day (i) the sum of (A) 117 basis
points (1.17%) plus (B) the Index Rate (rounded upwards, if
necessary, to the nearest 1/100 of 1%) (ii) divided by 365.
(n) Section 1.01 is amended by adding the following definition of
"Re-Write Note":
"Re-Write Note " has the meaning set forth in Section 3.15.
(o) Section 1.01 is amended by replacing the current definition of
"Scheduled Termination Date" with the following definition:
"Scheduled Termination Date" means September 15, 2005.
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(p) Section 1.01 is amended by replacing the current definition of
"Servicing Fee" with the following definition:
"Servicing Fee" means the fee payable to the Servicer,
calculated pursuant to Section 3.05, for services rendered
during the related time period, which shall be equal to (i)
35% of all Net Proceeds received during the related time
period for services rendered during such time period that are
not (A) Bankrupt Sale Net Proceeds or (B) Net Proceeds arising
from a sale of Receivables pursuant to Section 3.13(b), and
(ii) 25% of all Bankrupt Sale Net Proceeds, received during
the related time period. The term "Servicing Fee" shall also
mean the additional amounts payable to a Successor Servicer
for servicing pursuant to Section 9.03, but only to the extent
such amounts do not exceed the amount calculated in accordance
with the preceding sentence; all amounts in excess thereof are
herein called the "Additional Servicing Fee.
(q) Section 1.01 is amended by adding the following definition of
"Third-Party Costs":
"Third-Party Costs" means all out-of-pocket costs and expenses
incurred by a Permitted Third Party in connection with
collection actions or proceedings related to the enforcement
or collection of any Receivable.
(r) Article 2.01 is hereby amended by adding the following
subsection (e) thereto which shall read as follows:
(e) Midland and the Issuer acknowledge and agree that any Net
Seller Recovery (i) is included as part of the "Contributed
Assets," as defined in the Contribution Agreement, (ii) is,
and shall be, property of the Issuer free of any right, claim
or interest of Midland, and (iii) is, and shall be, part of
the Trust Estate. Issuer shall immediately advise in writing
the Trustee and the Controlling Party of the receipt of the
Issuer of any Net Seller Recovery and the Issuer shall (i)
within one (1) Business Day of receipt deposit all money
received in respect thereof to the Collection Account and (ii)
shall execute, deliver and file any and all financing
statements, and deliver such documents and records to the
Trustee as the Controlling Party may reasonably request to
perfect or continue perfection of the Trustee's Security
Interest in such Net Seller Recovery. Any Receivables received
as part of any Net Seller Recovery shall become a Receivable
subject to this Indenture and shall be serviced by the
Servicer pursuant hereto.
(s) Section 2.04(i) is amended by deleting the provision in its
entirety and replacing it with the following provision:
(i) UCC Status. No Receivable is secured by "real property" or
"fixtures" or, except for Re-Write Notes, evidenced by an
"instrument" under, and as defined in, the UCC.
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(t) Section 3.03(d) is amended by deleting the provision in its
entirety and replacing it with the following provision:
(d) No Instruments. Except for Re-Write Notes, or in
connection with the Servicer's enforcement or collection of
the Receivables, the Servicer shall take no action to cause
any Receivables to be evidenced by any instruments (as defined
in the UCC) and if any Receivable is so evidenced, except for
Re-Write Notes, such Receivable shall be assigned to the
Servicer as provided in Section 3.04.
(u) Section 3.05 is amended by:
(i) deleting the first sentence in its entirety and
replacing it with the following sentence:
As compensation for the performance of its
obligations hereunder, the Servicer shall be entitled
to receive the Servicing Fee as provided in Section
4.02 and Section 4.04.
and
(ii) deleting the first parenthetical in the second
(2nd) sentence in its entirety and replacing it with the
following parenthetical:
(other than Third-Party Fees, Third-Party Costs and those
specified in the following proviso)
(v) Section 3.10 is amended by deleting the current provision in its
entirety and replacing it with the following provision:
Section 3.10 Access to Certain Documentation and Information.
(a) The Servicer shall provide the Note Insurer, the Trustee
and the Noteholders with access to the documentation relating
to the Receivables as provided in Section 2.06(b). In each
case, access to documentation relating to the Receivables
shall be afforded without charge but only upon reasonable
request and during normal business hours at the offices of the
Servicer. Nothing in this Section shall impair the obligation
of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Obligors, which
obligation shall be evidenced by an Opinion of Counsel to such
effect, and the failure of the Servicer to provide access as
provided in this Section as a result of such obligation shall
not constitute a breach of this Section.
(b) In addition to, and not by way of limitation of, any other
rights of the Note Insurer hereunder, each of the Issuer and
the Servicer
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shall permit the Note Insurer, upon reasonable notice and
during normal business hours, to visit and inspect the
properties of the Issuer or Servicer, to examine its books of
account, records, reports, and other papers, to make copies
and extracts therefrom and to discuss its affairs, finances
and accounts with its officers, employees, and independent
public accountants, all at such reasonable times and as often
as may be reasonably requested.
(w) Article III is amended by adding the following Section 3.13
entitled "Sale of Receivables":
(a) The Servicer, as agent of the Trustee and the Issuer, may,
without the consent of any Person, sell Bankrupt Sale
Receivables in arm's length transactions with third parties
who are not Affiliates of the Issuer or the Servicer in a
manner consistent with the procedures set forth in Exhibit
3.13(a). The Net Proceeds of all sales of Bankrupt Sale
Receivables must be in immediately available funds.
(b) The Servicer, as agent of the Trustee and the Issues, may
sell any Receivable in arm's length transactions with third
parties who are not Affiliates of the Issuer or the Servicer
upon receipt of the prior written consent from the Controlling
Party. The Servicer shall deliver to the Controlling Party no
later than five (5) Business Days preceding the date of such
proposed sale, an Officer's Certificate in the form of Exhibit
3.13(b). The Controlling Party shall within five (5) Business
Days of receipt of the foregoing notice advise the Servicer
and the Trustee of its consent or withholding consent to the
proposed sale. The Net Proceeds of all sales of such
Receivables must be in immediately available funds.
Exhibits 3.13(a) and Exhibit 3.13(b) to this Amendment are hereby deemed
attached to the Indenture.
(x) Article III is amended by adding the following Section 3.15
entitled "Re-Write Program":
Section 3.15. Re-Write Program. In furtherance of the
collection of the Receivables, the Servicer may accept, on
behalf of the Issuer and subject to the Trustee's security
interest, a promissory note in replacement of any Receivable
(a "Re-Write Note"). The Re-Write Note shall be in compliance
with all applicable laws and, upon execution by the Obligor,
the Servicer shall, within ten (10) days of such execution,
deliver each Re-Write Note to the Trustee. The Trustee shall
hold the Re-Write Note for the sole purpose of perfecting the
Trustee's security interest in the Re-Write Note. If the
Servicer ever needs possession of the Re-Write Note for
amendment, enforcement, or return to the Obligor upon final
payment, it shall provide the Trustee with written request for
the applicable Re-Write Note. Upon receipt of such a request,
the Trustee shall promptly provide the Servicer with the
requested Re-
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Write Note. Unless the Re-Write Note is paid in full or a
lesser amount is accepted by the Servicer in its reasonable
judgment in full satisfaction of the amounts owing thereunder,
the Servicer shall promptly return the Re-Write Note to the
Trustee when the Servicer no longer has immediate need for the
possession thereof.
(y) Section 4.02 is amended by adding the following as a new
sentence at the end thereof:
For Net Proceeds received on and after August 1, 2000, if the
amount on deposit in the Collection Account is sufficient to
pay the Trustee Fee (reasonably estimated by the Servicer)
payable on the next two (2) occurring Payment Dates, then
beginning on September 22, 2000 and on each Friday thereafter,
the Servicer shall submit to the Trustee and Note Insurer a
notice of calculation of (i) the Servicing Fee for the period
beginning with the immediately-preceding Friday through the
immediately-preceding Thursday, plus (ii) accrued and unpaid
Servicing Fee for any time beginning on or after August 1,
2000, and upon receipt of such notice, the Trustee shall send
to the Servicer via wire transfer the owing Servicing Fee as
computed on such notice.
(z) Section 4.03(a) is amended by deleting the word "and" which
immediately proceeds "(ii)", deleting the period at the end of such subsection
and adding the following provision at the end of the subsection:
; and (iii) the Servicer shall remit on each Determination
Date the positive amount, if any, by which (A) the payments to
the Servicer of the Servicing Fee for the immediately
preceding Collection Period pursuant to Section 4.02 exceeded
(B) the amount of the Servicing Fee that should be paid to the
Servicer for such Collection Period.
(aa) Section 4.04(a) is amended by deleting the current provision
in its entirety and replacing it with the following provision:
(a) On each Determination Date, the Servicer shall calculate
(i) the amount of funds on deposit in each of the Accounts and
the amount of Available Funds, and (ii) as applicable, the
Trustee Fee, the Backup Servicing Fee, the Servicing Fee
calculated with reference to the related Collection Period,
the amounts paid to the Servicer on a weekly basis as payment
of the Servicing Fee during the related Collection Period, a
reconciliation of the Collections from the applicable
Collection Period which were used to pay the Servicing Fee for
the previous Collection Period pursuant to Section 4.02, the
Additional Servicing Fee, the Interest Distributable Amount,
the Required Reserve Amount, the Reserve Fund Reimbursement
Amount, the aggregate Principal Distributable Amount, the
unpaid Note Balance before and after giving effect to any
Principal Distributable Amount, the
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Prepayment Amount, the Release Payment, the Facility Fee, and
the amount payable by the Note Insurer pursuant to the Policy,
which amounts shall be set forth in the Monthly Servicer
Report for the related Payment Date. The Servicer shall send
the Monthly Servicer Report to the Trustee and the Note
Insurer by 11:00 a.m. New York, New York time on each such
Determination Date.
(bb) Section 4.04(b)(ii) is amended by deleting the provision in
its entirety and replacing it with the following provision:
(ii) to the Servicer, from the Available Funds in the
Collection Account, (A) the amount, if any, by which (i) the
Servicing Fee calculated for the related Collection Period
exceeds, (ii) the aggregate amount previously retained by the
Servicer on a weekly basis for payment of the Servicing Fee
for the related Collection Period pursuant to Section 4.02,
plus (B) all accrued and unpaid Servicing Fees, if any, for
prior Collection Periods (plus an amount equal to any
Transition Fees then owing to the Successor Servicer, if any);
(cc) Section 4.04(b)(v) is amended by deleting the provision in its
entirety and replacing it with the following provision:
(v) for so long as no Insurer Default shall have occurred and
be continuing, to the Note Insurer, (A) from Available Funds
transferred from the Collection Account to the Note Payment
Account the sum of (x) the Note Insurer Base Premium for such
Payment Date, plus (y) all accrued but unpaid Note Insurer
Base Premiums, if any, for prior Payment Dates plus (z) the
aggregate amount of all other Note Insurer Obligations payable
to the Note Insurer and outstanding on such Payment Date,
except for any Note Insurer Additional Premiums, provided that
(B) if Available Funds transferred from the Collection Account
to the Note Payment Account are insufficient to pay the
amounts due the outstanding Note Insurer Obligations then
payable, the Trustee will withdraw from the Reserve Account an
amount equal to the lesser of the amount then on deposit in
the Reserve Account and the amount of such shortfall, and
remit such lesser amount to the Note Insurer in reduction of
such shortfall;
(dd) Section 4.04(b)(xii) is amended by deleting the provision in
its entirety and replacing it with the following provision:
(xii) remaining amounts in the following order of priority:
(A) any of the Trustee's reasonable, out-of-pocket expenses to
which the Trustee is entitled to payment (to the extent
expressly set forth in this Agreement) which have exceeded
$200,000.00 in the aggregate during the term of this
Agreement; then (B) any amounts which would have been paid to
the Note Insurer under subsection (b)(v) but for the
occurrence and continuation of an Insurer Default; then (C) to
the Note Insurer any unpaid Note Insurer Additional Premium;
and then (D) to the Issuer.
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(ee) Section 8.06(c) is amended by deleting the current provision
in its entirety and replacing it with the following provision:
(c) The Backup Servicer shall assume its duties as Successor
Servicer in accordance with Sections 9.02 and 9.03 except upon
the determination that the Backup Servicer is legally unable
to perform the duties of the Servicer under this Agreement as
provided in Section 9.03; and neither the Backup Servicer nor
the Trustee shall be held liable for any costs, claims,
damages or liabilities incurred by any Person arising as a
result of the Backup Servicer's failure to perform its duties
as Successor Servicer to the extent such performance is
prevented by applicable law or court order.
(ff) Section 8.07 is amended by adding a new subsection (p) to read
as follows:
(p) Outside Parties. Servicer will not engage outside parties
for the collection of Receivables on any basis except
Permitted Third Parties.
(gg) Section 8.07(p) is amended by deleting the current provision in
its entirety and replacing it with the following provision:
(p) The Servicer shall not purchase any Receivables under or
in connection with a Consumer Account if after giving effect
to the purchase of such Receivables and the funding of such
purchase the Servicer would have less than $2,000,000 of
Liquidity.
(hh) Section 9.01(n) is amended by deleting the current provision
in its entirety and replacing it with the following provision:
(n) the Servicer fails to have at any time at least $2,000,000
of Liquidity; or
(ii) Section 8.07(b) is deleted and Section 9.01 is amended by
adding the following as a new Section 9.01(o):
(o) for the period of time during which Midland acts as
Servicer, Midland's consolidated Stockholder's Equity as
required to be shown on its consolidated financial statements
is less than the amount set forth on Exhibit 9.01(o) attached
hereto for the applicable period; or
Exhibit 9.01(o) attached to this Amendment is hereby deemed attached to the
Indenture.
(jj) Section 9.01 is amended by adding the following as a new
Section 9.01(p):
(p) commencing with the January 2001 Collection Period, and at
the end of each Collection Period thereafter, both (i) the
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cumulative amount of Net Proceeds in respect of all
Receivables for such Collection Period and the two preceding
Collection Periods is less than the amount specified in
Exhibit 9.01(p) for such period of three Collection Periods
and (ii) the cumulative amount of New Proceeds in respect of
all Receivables for such Collection Period and all preceding
Collection Periods from and after the January 2001 Collection
Period is less than the amount specified in Exhibit 9.01(p)
for such Collection Periods (the lesser of any such deficiency
in (i) and (ii) is a "Cumulative Collections Deficiency");
provided, however, that a Cumulative Collections Deficiency
shall not be a Servicer Default if the Issuer deposits an
amount equal to the Cumulative Collections Deficiency to the
Reserve Account within ten (10) calendar days of the end of
the Collection Period during which the Cumulative Collections
Deficiency occurred.
Exhibit 9.01(p) attached to this Amendment is hereby deemed attached to the
Indenture.
(kk) Section 9.02(a) is amended by deleting the current first two
(2) sentences thereof and replacing them with the following provision:
The rights and obligations of the Servicer shall terminate
upon the earlier of (i) the occurrence and continuation of a
Servicer Default or (ii) the last day of each Collection
Period, unless the Servicer had been appointed by the
Controlling Party on or prior to the first day of such
Collection Period for the next occurring Collection Period. If
a Servicer Default shall occur and be continuing, so long as
such Servicer Default has not been cured or waived pursuant to
Section 9.05, the Trustee shall, upon the direction of the
Controlling Party, by notice then given in writing to the
Servicer and the Note Insurer terminate immediately, all (but
not less than all) of the rights and obligations of the
Servicer, as Servicer under this Agreement and the other
Transaction Documents, and in and to the Receivables and
proceeds thereof. If the Controlling Party does not appoint
the Servicer to a successive Collection Period by the first
day of the immediately preceding Collection Period, at the end
of the Collection Period through which the Servicer has
previously been appointed, all (but not less than all) of the
rights and obligations of the Servicer, as Servicer under this
Agreement and the other Transaction Documents, and in and to
the Receivables and proceeds thereof shall be deemed to have
automatically terminated, except for accrued and unpaid
Servicer Fees. Notwithstanding such termination any Permitted
Third Party shall be allowed to continue to service any
Receivable serviced by them at the time of such Termination,
and collect and receive the related Third-Party Costs and
Third-Party Fees.
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(ll) Exhibit A to the Indenture and Servicing Agreement is amended by
deleting the current Exhibit A in its entirety and replacing it with Exhibit A
attached hereto. The Servicer shall also provide a weekly report to the Trustee
and the Note Insurer on the date the weekly Servicer Fee is due setting forth
(i) the collections for the prior week and for the then current Collection
Period; (ii) the Liquidity of the Servicer and (iii) the computation of the
Servicing Fee for such week.
(mm) On the Payment Date occurring on November 15, 2000, and prior to
making any distributions pursuant to Section 4.04(b), the Trustee shall pay from
Available Funds to Mayer Brown & Platt $5,000.00 in payment of services rendered
in representing the Noteholders in connection with this Amendment.
SECTION 2. CROSS-ASSIGNMENT. Article XII is amended by adding
the following as a new Section 12.12.
Section 12.12 Cross Assignment. Notwithstanding any provision in this
Indenture and Servicing Agreement, the Issuer shall not receive any
distributions pursuant to Section 4.04(b)(xii)(C), Section 4.05(b) and
Section 4.05(d) (collectively, the "99-A Distributions") during any
period of time that any amount remains payable to the Noteholders, the
Trustee, the Servicer, the Back-up Servicer or the Note Insurer and any
such amounts shall be deposited to or remain on deposit in the Reserve
Account, as applicable. Upon payment in full of all amounts to the
Noteholders, the Trustee, the Servicer, the Back-up Servicer, and the
Note Insurer, the Trustee shall pay (i) all amounts otherwise payable
to the Issuer to the "Trustee" for deposit under the "Indenture and
Servicing Agreement" and the other "Transaction Documents" to the
"Reserve Account" as such terms are defined in and pursuant to that
certain Indenture and Servicing Agreement dated as of January 14, 2000,
among Midland Receivables 99-1 Corporation, as "Issuer" ("Receivables
99-1"); Wells Fargo Bank Minnesota N.A., fka Norwest Bank Minnesota,
National Association, as Trustee and Back-Up Servicer; Midland Credit
Management, Inc., as Servicer; and Asset Guaranty Insurance Company, as
Note Insurer (the "99-1 Indenture") provided that if at such time all
amounts payable under the 99-1 Indenture and the "Transaction
Documents" related thereto, as defined in the 99-1 Indenture have been
paid to the "Noteholders," the "Trustee," the "Servicer," the "Back-up
Servicer" and the "Note Insurer" as each are defined in and pursuant to
the 99-1 Indenture, then amounts payable to the Issuer shall be so paid
to the Issuer pursuant to this Indenture and Servicing Agreement. Any
amounts received by the Trustee from the "Trustee" under the 99-1
Indenture shall be deposited by the Trustee into the Reserve Account,
shall for all purposes become part of the Reserve Account, and shall be
held, invested, and disbursed by the Trustee pursuant to this Indenture
and Servicing Agreement. The Issuer is willing to agree to the terms of
this Section 12.12 in consideration of (i) the Amendments made pursuant
to the terms of Amendment No. 3 hereto, dated as of September 22, 2000;
and (ii) the similar cross-assignment by Receivables 99-1 in that
certain Amendment to Indenture and Servicing Agreement regarding the
99-1 Indenture of even date it herewith, and further agrees that the
"Trustee" under the 99-1 Indenture and the "Note Insurer" thereunder
are
-12-
<PAGE> 13
entitled to enforce the Issuer's rights to have the Trustee make the
cross-assignment of funds to the "Trustee" of the 99-1 Indenture
required pursuant to this Section 12.12. The Issuer shall execute any
documents and take any action requested by the Note Insurer to evidence
or give effect to the foregoing cross-assignment.
SECTION 3. EFFECTIVENESS. This amendment provided for by this
Amendment shall become effective as of the date hereof upon the
occurrence of each of the following events:
(a) the Trustee, the Seller, the Servicer, the Note Insurer and
the Noteholders shall have received counterparts of this
Amendment, duly executed by the parties hereto;
(b) the Issuer shall have executed and filed a UCC-1 Financing
Statement in the States of Delaware and California, to perfect
the security interest granted to the Note Insurer pursuant to
Section 2 of this Amendment;
(c) the Trustee shall have furnished the Rating Agency and the
Placement Agent with written notification of the substance of
this Amendment; and
(d) the Servicer shall have closed and has available the revolving
credit facility provided by CTW Funding, LLC referenced in
Section (d) above.
After this Amendment becomes effective, all amendments herein
will be effective for and after the October 2000 Collection Period.
SECTION 4. REPRESENTATIONS. Each party hereto hereby
represents and warrants that this Amendment has been duly executed and
delivered by such party and constitutes the legal, valid and binding
obligation of such party, enforceable against such party in accordance
with its terms except as the enforceability hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting creditors' rights and remedies in general.
SECTION 5. REFERENCE. On and after the effective date of this
Amendment, each reference in the Indenture and Servicing Agreement to
"this Agreement", "hereunder", "herein" or words of like import
referring to the Indenture and Servicing Agreement, and each reference
in the other Transaction Documents to the "Indenture and Servicing
Agreement", "thereunder", "thereof", or words of like import referring
to the Indenture and Servicing Agreement shall mean and be a reference
to the Indenture and Servicing Agreement as amended by this Amendment.
SECTION 6. COUNTERPARTS; EFFECTIVENESS; FULL FORCE AND EFFECT. This
Amendment may be executed by one or more of the parties to this Amendment on any
number of separate counterparts (including by facsimile transmission), and all
of said counterparts taken together all shall be deemed to constitute one and
the same instrument. A copy of this Amendment signed by all the parties shall be
lodged with the Trustee. Except as expressly set forth herein, the terms,
provisions and conditions of the Indenture and Servicing Agreement and the other
Transaction Documents shall remain in full force and effect and in all other
respects are hereby ratified and confirmed.
-13-
<PAGE> 14
SECTION 7. REPRESENTATIONS, ENFORCEABILITY AND NO WAIVER.
(a) Each Issuer and the Servicer hereby reaffirm all covenants,
representations and warranties made by it in Indenture and Servicing
Agreement, and (ii) agree that all such covenants, representations and
warranties shall be deemed to have been re-made as of the date of this
Amendment.
(b) Each Issuer and the Servicer hereby represent and warrant that
this Amendment constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.
(c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any of
the parties hereto under the Indenture and Servicing Agreement or any
other Transaction Document or any other document, instrument or
agreement executed in connection therewith.
SECTION 8. MISCELLANEOUS. The Amendment is not evidence of any
position by the Note Insurer, affirmative or negative, as to whether any action
by the Noteholders, or any other party, is required in addition to the execution
of the Amendment by the Note Insurer. No representation is made by the Note
Insurer as to the necessity or the satisfaction of any additional action or
condition under the Indenture and Servicing Agreement with respect to this
Amendment. This Amendment does not modify the obligations of the Note Insurer
under the Policy as defined in the Indenture and Servicing Agreement. Except as
specifically provided in this Agreement, the terms and conditions of the
Indenture and Servicing Agreement shall remain in full force and effect. Except
as specifically provided in this Amendment, none of the Trustee's, Note
Insurer's or the Noteholders' rights, interests or remedies pursuant to the
Indenture and Servicing Agreement shall be reduced or limited in any way by this
Agreement. This Agreement may be executed in any number of counterparts, each of
which shall be an original, and each of which shall constitute one in the same
Agreement. Time is of the essence of this Agreement.
SECTION 9. HEADINGS. Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.
SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 11. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined shall have the meanings given to such terms in the Indenture
and Servicing Agreement.
SECTION 12. NO OTHER AGREEMENTS. All of the parties to this
Agreement hereby acknowledge and agree that there no other Agreements by or
among any of them with respect to the amendments to the Indenture and Servicing
Agreement other than as set forth in (i) the First Amendment To Indenture and
Servicing Agreement dated as of June 17, 1999; (ii) the Second Amendment To
Indenture and Servicing Agreement dated as of January 31, 2000; and (iii) this
Amendment.
-14-
<PAGE> 15
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
-15-
<PAGE> 16
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
MIDLAND FUNDING 98-A CORPORATION, as Issuer
By:
__________________________________________
Name: Carl C. Gregory III
Title: President
MIDLAND CREDIT MANAGEMENT, INC., as Servicer
By:
__________________________________________
Name: Carl C. Gregory III
Title: President
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, fka NORWEST BANK MINNESOTA,
National ASSOCIATION, not in its individual
capacity, but solely as Trustee and as
Backup Servicer
By:
__________________________________________
Name: ______________________________________
Title: _____________________________________
ASSET GUARANTY INSURANCE COMPANY
By:
__________________________________________
Name: ______________________________________
Title: _____________________________________
BANCO SANTANDER CENTRAL HISPANO, S.A., NEW
YORK BRANCH
By:
__________________________________________
Name: ______________________________________
Title: _____________________________________
By:
__________________________________________
Name: ______________________________________
Title: ______________________________________
WAREHOUSE LINE, L.L.C.
By:
__________________________________________
Name: ______________________________________
Title: _____________________________________
-16-
<PAGE> 17
EXHIBIT A
MONTHLY SERVICER REPORT
[ATTACHED]
-17-
<PAGE> 18
MONTHLY SERVICER REPORT OF
MIDLAND CREDIT MANAGEMENT, INC.
FOR
MIDLAND RECEIVABLES-BACKED VARIABLE FUNDING NOTES
SERIES 1999-A
Pursuant to the Indenture and Servicing Agreement, dated as of March
31, 1999 (the "Indenture and Servicing Agreement"), among Midland Funding 98-A
Corp., as Issuer (the "Issuer"), Midland Credit Management, Inc., as servicer
(the "Servicer"), Norwest Bank Minnesota, N.A., as trustee (in such capacity,
the "Trustee") and as Backup Servicer, and Asset Guaranty Insurance Company, as
Note Insurer (the "Note Insurer"), the Servicer submits the following
information for the relevant Dates set forth below with respect to the Floating
Rate Midland Receivables-Backed Variable Funding Notes, Series 1999-A.
Capitalized terms used in this certificate have the meanings set forth in the
Indenture and Servicing Agreement.
Collection Period covered by this Report:
___________________________ through ___________________________
Determination Date of this Report:
___________________________________________
Payment Date for this Report:
___________________________________________
A. AVAILABLE FUNDS:
Amount of funds on deposit and the Available Fund for this Collection
Period:
<TABLE>
<S> <C>
Collections for the Month: $
--------------
Refunds From Issuers $
--------------
Bankrupt Sale Proceeds $
--------------
Non-Bankrupt Sale Proceeds $
--------------
less Permitted Third Party Fees and Costs $
--------------
Earnings on Collection Account during the period $
--------------
Note Payment Account: $
--------------
Earnings on Note Payment Account during the period $
--------------
Reserve Account at end of Reporting Month: $
--------------
Earnings on Reserve Account during the period $
--------------
Deposit by Servicer of excess Servicing Fee paid during
prior Collection Period $
--------------
Total Available Funds plus Reserve Account $
--------------
B. TRUSTEE FEE:
(i) the total Trustee Fee accrued with respect to the current
Payment Date - computed on average daily note balance $
--------------
(ii) the total accrued and past due Trustee Fee with
respect to prior Payment Dates $
--------------
(iii) the total amount of Trustee Fees from (i) and (ii) to be
paid on the next Payment Date $
--------------
(iv) Trustee's out-of-pocket expenses $
--------------
(v) the total amount of accrued and unpaid Trustee Fees and
expenses to be carried forward $
--------------
(vi) Remaining Available Funds plus Reserve Account $
--------------
</TABLE>
Page 1 of 6
<PAGE> 19
<TABLE>
<S> <C>
C. SERVICING FEE:
(i) the total Servicing Fee accrued with respect to the current
Payment Date (excluding Servicing Fee on Bankrupt Sale
Proceeds) $
--------------
(ii) Servicing fee on Bankrupt Sale Proceeds accrued with
respect to the current Payment $
--------------
(iii) less Weekly Servicing Fee previously retained $
--------------
(iv) the total accrued and past due Servicing Fee(s) owed
form prior Payment Dates $
--------------
(v) less Acquisition Payment due for the period (See H(i)) $ **
--------------
(vi) Refunds to Debtors Paid by Servicer $
--------------
(vii) the total amount of Servicer Fee(s) from (i) and (ii) to be
paid on the next Payment Date $
--------------
(viii) the total amount of all Servicer Fee(s) to be carried
forward to a subsequent Payment Date $
--------------
(ix) Remaining Available Funds plus Reserve Account $
--------------
In the event of a Servicer Default during the reporting period,
Calculahe amount of Transition Fees owed $
--------------
D. BACKUP SERVICER FEE:
(i) the total Backup Servicer Fee accrued with respect to the
current Payment Date computed on avg. daily note balance $
--------------
(ii) the total amount of accrued and past due Backup
Servicer Fee(s) with respect to prior Payment Dates $
--------------
(iii) the total amount of all Backup Servicer Fee(s) from (i)
and (ii) to be paid on the next Payment Date $
--------------
(iv) the total amount of accrued and unpaid Backup
Servicer Fee(s) to be carried forward to the next
Payment Date $
--------------
(v) Remaining Available Funds plus Reserve Account $
--------------
</TABLE>
Page 2 of 6
<PAGE> 20
<TABLE>
<S> <C>
E. INTEREST DISTRIBUTABLE AMOUNT:
(i) Interest Distributable Amount for Note No. One for the $
current Payment Date --------------
(ii) Interest Distributable Amount for Note No. Two for the $
current Payment Date --------------
(iii) the total Interest Distributable Amount for the current
Payment Date $
--------------
(iv) the total Interest Carryover Shortfall with respect to
Prior Payment Date $
--------------
(v) the total Interest Distributable Amount and Interest
Carryover Shortfall from (i) and (ii) to be paid on the
next Payment Date $
--------------
(vi) the total amount required from the Reserve Account
to pay (iii) due to deficiencies in Available funds $
--------------
(vii) the total amount required from the Note Insurer to
pay (iii) due to deficiencies in the Reserve Account
and Available Funds $
--------------
(viii) the total amount of accrued and unpaid Interest
Distributable Amount(s) and Interest Carryover
Shortfall to be carried forward to the next
Payment Date $
--------------
(ix) Remaining Available Funds plus Reserve Account
--------------
F. NOTE INSURER PAYMENTS(1):
(i) the total Note Insurer Premium accrued with respect
to the current Payment Date, computed on $
average daily note balance --------------
(ii) the total amount of accrued and past due Note Insurer
Premiums due for prior Payment Date(s) $
--------------
(iii) the total Note Insurer Obligations payable on
the current Payment Date (if any) $
--------------
(iv) the total amount of all Note Insurer Premiums and
Note Insurer Obligations from (i) and (ii) to be paid on
the next Payment Date $
--------------
(v) the total amount of accrued and unpaid Note Insurer
Premium(s) and Note Insurer Obligations to be carried
forward to the next Payment Date $
--------------
(vi) Remaining Available Funds plus Reserve Account $
--------------
</TABLE>
Page 3 of 6
<PAGE> 21
<TABLE>
<S> <C>
G. ADDITIONAL SERVICING FEE(2):
(i) the total Additional Servicing Fee accrued with respect
to the current Payment Date $
--------------
(ii) the total accrued and past due Additional Servicing Fees
for prior Payment Dates $
--------------
(iii) the total amount of Additional Servicing Fee and
accrued Additional Servicing Fees to be paid on the
the next Payment Date $
--------------
(iv) the total amount required from the Reserve Account
to pay (iii) due to deficiencies in Available Funds $
--------------
(v) the total accrued and unpaid Additional Servicing Fees
to be carried forward to subsequent Payment Dates $
--------------
(vi) Remaining Available Funds plus Reserve Account $
--------------
(2) To be calculated only in the event of a Servicer default.
H. FACILITY FEE
(i) Note Number One Facility Fee accrued with respect
to the current Payment Date $
--------------
(ii) Note Number Two Facility Fee accrued with respect
to the current Payment Date $
--------------
(iii) the total accrued and past due Facility Fees
for prior Payment Dates $
--------------
(iv) the total amount of Facility Fees and
accrued Facility Fees to be paid on the
the next Payment Date $
--------------
(v) the total amount required from the Reserve Account
to pay (iii) due to deficiencies in Available Funds $
--------------
(vi) the total accrued and unpaid Additional Servicing Fees
to be carried forward to subsequent Payment Dates $
--------------
(vii) Remaining Available Funds plus Reserve Account $
--------------
</TABLE>
I. ACQUISITION PAYMENT:
Are there any Removed Receivables for the reporting period?
Yes No
------ ------
(if "NO" proceed to section "J") (if "YES" complete attached Schedule I)
(i) the total Acquisition Payment due for the current Payment Date
See Line C(iii) $_____** ** Netted with Service Fee at line C(iii)
Page 4 of 6
<PAGE> 22
J. NOTE BALANCE PAYMENTS:
<TABLE>
<S> <C>
(i) Remaining Available Funds plus Reserve Account $
--------------
(ii) less Reserve Account balance end of Current Period $
--------------
(iii) amount available for note balance payments $
--------------
(iv) Note Balance at End of Month: $
--------------
(v) Note Balance payment for the current Payment Date: $
--------------
</TABLE>
<TABLE>
<CAPTION>
Banco
Total Santander WLA
------------- ----------- -----------
<S> <C> <C> <C>
Note Balance at Beginning of Month
Advances During the Month
Principal Payments During the Month
------------- ----------- -----------
Balance at End of Month
Prorata Principal Payment from current Servicer Report
------------- ----------- -----------
Note Balance after Prorata Principal Payment
============= =========== ===========
</TABLE>
<TABLE>
<S> <C>
K. NOTE BALANCE AFTER PRORATA PRINCIPAL PAYMENT $
</TABLE>
L. RESERVE ACCOUNT:
<TABLE>
<S> <C>
(i) Ending balance of Reserve Account from
Servicer Report of previous month $
--------------
(ii) plus additional deposits made to Reserve Account in $
current month --------------
(iii) Deposit by Issuer of Cumulative Collections Deficiency $
--------------
(iv) Earnings on Reserve Account for current month $
--------------
(v) the total Reserve Fund Reimbursement Amount due for
the current Payment Date - Payable to Issuer $
--------------
(vi) Ending Balance of the Reserve Account after $
payment to Issuer --------------
</TABLE>
K. CUMULATIVE COLLECTIONS & LIQUIDITY
<TABLE>
<S> <C>
(i) Cumulative Net Collections for current and prior
two Collection Periods (beginning Nov00) $
--------------
(ii) Required three month Cumulative Collections $
--------------
(iii) Cumulative Collections Deficiency (additional deposit $
to reserve account) --------------
(iv) Liquidity as of the end of the current Collection Period $
--------------
</TABLE>
Page 5 of 6
<PAGE> 23
MIDLAND CREDIT MANAGEMENT, INC.
BY:_______________________________
Date_____________________ Executive Vice President
<TABLE>
<S> <C>
WIRING INSTRUCTIONS FOR ISSUER: Wells Fargo Bank, ABA Routing Number 121000248
For Credit To: Midland Credit Management, Inc.
Account No.: 4758372635
WIRING INSTRUCTIONS FOR SERVICER: Wells Fargo Bank, ABA Routing Number 121000248
For Credit To: Midland Credit Management, Inc.
Account No.: 4758372635
</TABLE>
SCHEDULE I
See Servicer's Remittance Date Certificate pursuant to Section 3.04 identifying
all Removed Receivables including name, MCM #, address, acquisition price,
acquisition date, charge-off balance, Net-Proceeds collected of all accounts
removed during the reporting period.
Additional Information:
<TABLE>
<S> <C>
Average daily balance for the month
Monthly rate, trustee fee 0.00291667%
Note insurer monthly premium rate 0.33333333%
Backup Servicer Fee 0.01250000%
Facility Fee Rate 0.01041667%
</TABLE>
Page 6 of 6
<PAGE> 24
EXHIBIT 3.13(a)
BANKRUPT ACCOUNT SALE PROCEDURES
1. Receivable must be Bankrupt Sale Receivables.
2. Price must be 7.5% of the face amount or greater.
3. Seller only to represent and warrant the following:
1. The Seller is duly organized, existing and in good standing as a
corporation under the laws of the State of Delaware; the Seller's
execution, delivery and performance of the Agreement are within the
Seller's corporate powers and have been duly authorized by all necessary
action; this Agreement is the legal, valid and binding obligation of the
Seller enforceable against the Seller in accordance with its terms except
that enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting enforcement of creditors'
rights generally and by general equity principles; and the Agreement is
not in conflict with the terms of the Seller's charter or bylaws, or of
any material indenture, agreement or undertaking to which the Seller is
bound.
2. The Seller has marketable title to the Receivables free and clear
of any liens or encumbrances (i) by or through it, or (ii) based on
actions or failure to act of Seller.
3. Except for the filing of the UCC Financing Statement and any
approval that has been obtained or notice that has been given, no approval
or other action by, or notice to or filing with, any [Debtor], any
governmental authority or any other entity is required to be obtained by
the Seller in conjunction with the transaction contemplated by the
Agreement.
4. Performance of the Agreement by the Seller will not violate any
order of any court or governmental body having competent jurisdiction or
any law or regulation that applies to the Seller.
5. No action, suit or proceeding against the Seller before any
court, administrative agency or arbitrator, individually or collectively
would reasonably be expected to materially and adversely affect the Buyer.
Upon reasonable request, the Seller will review any action, suit or
proceeding against the Seller with the Buyer to confirm the accuracy of
this representation.
6. The Seller is knowledgeable, sophisticated and experienced in
making, and is qualified to make, decisions like the decision involved in
the sale of the Accounts, the Seller has made its own review of the
Accounts and the Seller understands the terms and conditions of the sale
of the Accounts.
7. The Seller has not employed any investment banker, broker or
finder in connection with the transaction contemplated by the Agreement
who might be entitled to a fee or commission upon consummation of such
transaction.
8. The location of the Seller's chief place of business and chief
executive office is _______________________.
-18-
<PAGE> 25
9. Each Account is an account or a general intangible, as such term
is defined in Article 9 of the UCC; [and no Account is evidenced by an
instrument, as such term is defined in Section 9-106 of the UCC].
-19-
<PAGE> 26
EXHIBIT 3.13(b)
NOTICE OF PROPOSED SALE OF NON-BANKRUPT ACCOUNTS
This NOTICE OF PROPOSED SALE is given by MIDLAND CREDIT MANAGEMENT, INC.,
as servicer (the "Servicer"), pursuant to Section 3.13(b) of that certain
Indenture and Servicing Agreement, dated as of March 31, 1999, as amended,
supplemented or otherwise modified (the "Indenture"), among Servicer, MIDLAND
FUNDING 98-A CORPORATION, as Issuer, WELLS FARGO BANK OF MINNESOTA, NATIONAL
ASSOCIATION, FKA NORWEST BANK MINNESOTA, A NATIONAL ASSOCIATION, as Trustee and
Back-up Servicer, and ASSET GUARANTY INSURANCE COMPANY, as Note Insurer. All
capitalized terms that are not defined herein shall have the meaning assigned to
such terms in the Indenture.
1. The Servicer proposes to sell Receivables (the "Sale Receivables")
pursuant to Section 3.13(b) of the Indenture.
2. The pool identification number of the Sale Receivables and the date of
MCM's purchase for each of the Sale Receivables is as set forth on Exhibit A
attached hereto.
3. Attached as Exhibit B to this Notice of Proposed Sale is a true and
complete copy of the offering information distributed to the prospective
purchaser of the Sale Receivables.
4. The sale price for the Sale Receivables is $_______________.
5. The proposed date for the sale is _________________.
6. The original purchase price paid by Midland Credit Management, Inc. for
the Sale Receivables was $__________________.
7. The terms and conditions of the sale are as set forth on Exhibit C
attached hereto.
8. The only representations to be made by the Issuer in connection with
the sale is as set forth on Exhibit D attached hereto.
Executed this _____ day of ___________.
MIDLAND CREDIT MANAGEMENT, INC.
By: ___________________________________
Its: __________________________________
-20-
<PAGE> 27
EXHIBIT 9.01(o)
NET WORTH TABLE
<TABLE>
<CAPTION>
------------------------------------------
From and After Amount
------------------------------------------
<S> <C>
------------------------------------------
September 31, 2000 $ 13,600,000
------------------------------------------
December 31, 2000 12,900,000
------------------------------------------
March 31, 2001 11,700,000
------------------------------------------
June 31, 2001 10,000,000
------------------------------------------
September 31, 2001 7,300,000
------------------------------------------
</TABLE>
-21-
<PAGE> 28
EXHIBIT 9.01(p)
CUMULATIVE NET COLLECTIONS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
3-Month Cumulative
Collection Period Amount Collections Total Collections
--------------------------------------------------------------------------------
<S> <C> <C> <C>
January 2001 $ 635,724 - $ 635,724
--------------------------------------------------------------------------------
February 2001 $ 627,289 - $ 1,263,013
--------------------------------------------------------------------------------
March 2001 $ 621,039 $ 1,884,052 $ 1,884,052
--------------------------------------------------------------------------------
April 2001 $ 615,299 $ 1,863,627 $ 2,499,351
--------------------------------------------------------------------------------
May 2001 $ 611,038 $ 1,847,376 $ 3,110,389
--------------------------------------------------------------------------------
June 2001 $ 603,177 $ 1,829,514 $ 3,713,566
--------------------------------------------------------------------------------
July 2001 $ 598,510 $ 1,812,725 $ 4,312,076
--------------------------------------------------------------------------------
August 2001 $ 591,755 $ 1,793,442 $ 4,903,831
--------------------------------------------------------------------------------
September 2001 $ 584,725 $ 1,774,990 $ 5,488,556
--------------------------------------------------------------------------------
October 2001 $ 578,563 $ 1,755,043 $ 6,067,119
--------------------------------------------------------------------------------
November 2001 $ 572,186 $ 1,735,474 $ 6,639,305
--------------------------------------------------------------------------------
December 2001 $ 565,615 $ 1,716,364 $ 7,204,920
--------------------------------------------------------------------------------
January 2002 $ 558,833 $ 1,696,634 $ 7,763,753
--------------------------------------------------------------------------------
February 2002 $ 551,798 $ 1,676,246 $ 8,315,551
--------------------------------------------------------------------------------
March 2002 $ 545,467 $ 1,656,098 $ 8,861,018
--------------------------------------------------------------------------------
April 2002 $ 536,882 $ 1,634,147 $ 9,397,900
--------------------------------------------------------------------------------
May 2002 $ 526,165 $ 1,608,514 $ 9,924,065
--------------------------------------------------------------------------------
June 2002 $ 515,833 $ 1,578,880 $ 10,439,898
--------------------------------------------------------------------------------
July 2002 $ 509,031 $ 1,551,029 $ 10,948,929
--------------------------------------------------------------------------------
August 2002 $ 509,031 $ 1,533,895 $ 11,457,960
--------------------------------------------------------------------------------
September 2002 $ 504,722 $ 1,522,784 $ 11,962,682
--------------------------------------------------------------------------------
October 2002 $ 321,980 $ 1,335,733 $ 12,284,662
--------------------------------------------------------------------------------
November 2002 $ 305,587 $ 1,132,289 $ 12,590,249
--------------------------------------------------------------------------------
December 2002 $ 289,125 $ 916,692 $ 12,879,374
--------------------------------------------------------------------------------
January 2003 $ 272,596 $ 867,308 $ 13,151,970
--------------------------------------------------------------------------------
February 2003 $ 256,007 $ 817,728 $ 13,407,977
--------------------------------------------------------------------------------
March 2003 $ 239,360 $ 767,963 $ 13,647,337
--------------------------------------------------------------------------------
April 2003 $ 222,659 $ 718,026 $ 13,869,996
--------------------------------------------------------------------------------
May 2003 $ 205,908 $ 667,927 $ 14,075,904
--------------------------------------------------------------------------------
June 2003 $ 189,109 $ 617,676 $ 14,265,013
--------------------------------------------------------------------------------
July 2003 $ 172,266 $ 567,283 $ 14,437,279
--------------------------------------------------------------------------------
August 2003 $ 155,381 $ 516,756 $ 14,592,660
--------------------------------------------------------------------------------
September 2003 $ 138,455 $ 466,102 $ 14,731,115
--------------------------------------------------------------------------------
October 2003 $ 121,492 $ 415,328 $ 14,852,607
--------------------------------------------------------------------------------
November 2003 $ 104,493 $ 364,440 $ 14,957,100
--------------------------------------------------------------------------------
December 2003 $ 87,461 $ 313,446 $ 15,044,561
--------------------------------------------------------------------------------
January 2004 $ 70,396 $ 262,350 $ 15,114,957
--------------------------------------------------------------------------------
February 2004 $ 53,301 $ 211,158 $ 15,168,258
--------------------------------------------------------------------------------
March 2004 $ 36,177 $ 159,874 $ 15,204,435
--------------------------------------------------------------------------------
April 2004 $ 19,025 $ 108,503 $ 15,223,460
--------------------------------------------------------------------------------
May 2004 $ 10,858 $ 66,060 $ 15,234,318
--------------------------------------------------------------------------------
June 2004 $ 5,099 $ 34,982 $ 15,239,417
--------------------------------------------------------------------------------
</TABLE>
-22-
<PAGE> 29
EXHIBIT 9.01(p) (CONTINUED)
CUMULATIVE NET COLLECTIONS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
3-Month Cumulative
Collection Period Amount Collections Total Collections
--------------------------------------------------------------------------------
<S> <C> <C> <C>
July 2004 $ 882 $ 16,839 $ 15,240,299
--------------------------------------------------------------------------------
August 2004 $ 22 $ 6,003 $ 15,240,321
--------------------------------------------------------------------------------
</TABLE>
-23-
