<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ____________ TO ______________.

                        COMMISSION FILE NUMBER: 000-26489

                             MCM CAPITAL GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                          48-1090909
(STATE OR OTHER JURISDICTION OF                             (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

      5775 ROSCOE COURT
     SAN DIEGO, CALIFORNIA                                     92123
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)

                                (877) 445 - 4581
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                          IF CHANGED SINCE LAST REPORT)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the last 90 days.
                                                                 Yes [X] No [ ]

      There were 7,591,131 shares of common stock outstanding as of October 31,
2000.

<PAGE>   2
                             MCM CAPITAL GROUP, INC.
                               INDEX TO FORM 10-Q


<TABLE>
<CAPTION>

                                                                                                          PAGE
                                                                                                          ----
<S>                                                                                                    <C>

PART I - FINANCIAL INFORMATION


      Item 1 -- Financial Statements:
            Condensed Consolidated Balance Sheets -- December 31, 1999 and
                September 30, 2000 ...........................................................             2
            Condensed Consolidated Statements of
            Operations -- Three months ended September 30,
                  1999 and 2000 and nine months ended September 30, 1999 and 2000 ............             3
            Condensed Consolidated Statements of Cash Flows -- Nine months ended September 30,
                  1999 and 2000 ..............................................................             4
            Notes to Condensed Consolidated Financial Statements .............................             6


      Item 2 -- Management's Discussion and Analysis of Financial Condition and Results
                  of Operations ..............................................................            14


      Item 3 -- Quantitative and Qualitative Disclosures About Market Risk ...................            21


PART II -- OTHER INFORMATION


      Item 1 -- Legal Proceedings ............................................................            23


      Item 3 -- Defaults Upon Senior Securities ..............................................            23


      Item 6 -- Exhibits and Reports on Form 8-K .............................................            23

      Signatures .............................................................................            24
</TABLE>


                                       1

<PAGE>   3

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                             MCM CAPITAL GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    DECEMBER 31,         SEPTEMBER 30,
                                                                                       1999 (A)               2000
                                                                                     ----------          ------------
                                                                                              (UNAUDITED)
                                                                                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                                               <C>                    <C>

ASSETS
Cash ......................................................................            $    352            $  2,714
Restricted cash ...........................................................               2,939               3,389
Investment in receivable portfolios, net (Note 4) .........................              57,473              30,545
Retained interest in securitized receivables (Note 5) .....................              30,555              34,973
Property and equipment, net (Note 6) ......................................               7,943               7,940
Other assets ..............................................................               2,278               3,011
                                                                                       --------            --------
                                                                                       $101,540            $ 82,572
                                                                                       ========            ========


LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities ..................................            $ 10,631            $  6,189
Servicing liability (Note 5) ..............................................               1,430                  --
Notes payable and other borrowings (Notes 5 and 7) ........................              47,418              58,417

Capital lease obligations .................................................               1,262               2,451
Deferred income tax liability .............................................               7,771                  --
                                                                                       --------            --------
Total liabilities .........................................................              68,512              67,057
Stockholders' equity:
     Common stock, $0.01 par value, 50,000,000 shares authorized, 7,191,131
     shares issued and outstanding at December 31, 1999 and
     7,591,131 shares issued and outstanding at September 30, 2000 ........                  72                  76
     Common stock warrants (Note 7) .......................................                  --               1,610
     Additional paid in capital ...........................................              19,777              20,448
     Accumulated other comprehensive income ...............................               4,321               3,343
     Retained earnings (accumulated deficit) ..............................               8,858              (9,962)
                                                                                       --------            --------
Total stockholders' equity ................................................              33,028              15,515
                                                                                       --------            --------
Total liabilities and stockholders' equity ................................            $101,540            $ 82,572
                                                                                       ========            ========
</TABLE>


(A) Derived from the audited consolidated financial statements as of December
31, 1999

      See accompanying notes to condensed consolidated financial statements


                                       2

<PAGE>   4
                             MCM CAPITAL GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                    SEPTEMBER 30,
                                                          --------------------------           --------------------------
                                                             1999             2000               1999             2000
                                                          ---------         --------           --------         --------
                                                                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                                 (UNAUDITED)
<S>                                                       <C>               <C>               <C>               <C>
Revenues:
     Income from receivable portfolios ..........         $  4,401          $  4,035          $  6,646          $ 11,672
     Income from retained interest ..............            2,051             3,133             5,556             8,486
     Gain on sales of receivable portfolios .....               --                --                17                --
     Servicing fees and related income ..........            1,753             2,993             5,727             7,944
                                                          --------          --------          --------          --------
Total revenues: .................................            8,205            10,161            17,946            28,102
Operating expenses:
     Salaries and employee benefits .............            4,989             6,628            13,181            17,913
     Other operating expenses ...................              916             1,574             2,571             4,337
     General and administrative expenses ........              641             1,217             1,712             3,593
     Depreciation and amortization ..............              264               563               697             1,567
     Provision for portfolio losses .............               --            (1,144)               --            19,500
     Restructuring charges (Note 3) .............               --                --                --             1,335
                                                          --------          --------          --------          --------
Total operating expenses ........................            6,810             8,838            18,161            48,245
                                                          --------          --------          --------          --------
Income (Loss) before other income and expense and
           income taxes .........................            1,395             1,323              (215)          (20,143)
Other income and expense:
     Interest expense ...........................             (572)           (2,164)           (1,213)           (6,040)
     Other income (expense) (Note 4) ............               22                46               170              (102)
                                                          --------          --------          --------          --------
Total expense ...................................             (550)           (2,118)           (1,043)           (6,142)
                                                          --------          --------          --------          --------
Income (Loss) before income taxes ...............              845              (795)           (1,258)          (26,285)
(Provision for) Benefit from Income Tax .........             (338)              166               503             7,464
                                                          --------          --------          --------          --------
Net Income (Loss) ...............................         $    507          $   (629)         $   (755)         $(18,821)
                                                          ========          ========          ========          ========
Basic and diluted loss per share:
     Net Income (Loss) ..........................         $   0.07          $  (0.08)         $  (0.14)         $  (2.55)
                                                          ========          ========          ========          ========
Shares used for computation (in thousands):
     Basic ......................................            6,849             7,591             5,584             7,383
     Diluted ....................................            6,893             7,591             5,584             7,383
</TABLE>


      See accompanying notes to condensed consolidated financial statements

                                       3

<PAGE>   5
                             MCM CAPITAL GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                  NINE MONTHS ENDED
                                                                                                    SEPTEMBER 30,
                                                                                                1999             2000
                                                                                             ---------         --------
                                                                                                  (IN THOUSANDS)
                                                                                                     (UNAUDITED)
<S>                                                                                          <C>               <C>
Cash flows from operating activities:
     Net loss ......................................................................         $   (755)         $(18,821)
     Adjustments to reconcile net loss to net cash used in
      operating activities:
           Depreciation and amortization ...........................................              697             1,567
           Amortization of loan costs and debt discount ............................               94               996
           Gain on sales of receivable portfolios ..................................              (17)               --
           Loss on sales of property and equipment .................................               --               477
           Deferred income tax benefit .............................................             (503)           (7,464)
           Income accrued on retained interest .....................................           (5,556)           (8,486)
           Amortization of servicing liability .....................................           (1,707)           (1,430)
           Settlement of amount payable under receivable portfolio purchase contract               --            (2,322)
           Writeoff of basis of settled portfolios .................................               --               427
           Increase in restricted cash .............................................           (2,455)             (450)
           (Increase) decrease in service fee receivable ...........................             (331)              379
           Provision for portfolio losses ..........................................               --            19,500
           Decrease (increase) in other assets .....................................             (112)             (163)
           Note payable issued in lieu of interest payment .........................               --               613
           Increase (decrease) in accounts payable and accrued liabilities .........              (63)           (3,833)
                                                                                             --------          --------
           Net cash used in operating activities ...................................          (10,708)          (19,010)
                                                                                             --------          --------
Cash flows from investing activities:
     Net (accretion) collections applied to principal
           of receivable portfolios ................................................           (2,397)           12,522
     Purchases of receivable portfolios, net .......................................          (35,837)           (3,538)
     Collections of retained interest and cash reserves ............................               --             2,791
     Proceeds from sales of receivable portfolios ..................................              108                17
     Cash acquired in acquisition of assets from West Capital Financial Svcs. Corp.                --                 9
     Proceeds from the sale-leaseback of property and equipment ....................               --               607
     Proceeds from sale of property and equipment ..................................               --               400
     Purchases of property and equipment ...........................................           (1,609)             (980)
                                                                                             --------          --------
           Net cash (used in) provided by investing activities .....................          (39,735)           11,828
                                                                                             --------          --------
</TABLE>



                                       4

<PAGE>   6
                             MCM CAPITAL GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

<TABLE>
<CAPTION>

                                                                                            NINE MONTHS ENDED
                                                                                               SEPTEMBER 30,
                                                                                          1999              2000
                                                                                        --------          -------
                                                                                              (IN THOUSANDS)
                                                                                               (UNAUDITED)
<S>                                                                                     <C>               <C>
Cash flows from financing activities:
     Proceeds from notes payable and other borrowings .........................           61,003            67,117
     Repayments of notes payable and other borrowings .........................          (32,830)          (55,282)
     Capitalized loan costs relating to financing arrangements ................           (1,370)           (1,743)
     Proceeds from issuance of common stock in Initial Public Offering ........           22,500                --
     Payment of capitalized costs relating to public offering of common stock .           (2,781)               --
     Net repayment of capital lease obligation ................................              (83)             (548)
                                                                                        --------          --------
           Net cash provided by financing activities ..........................           46,439             9,544
                                                                                        --------          --------
Net increase (decrease) in cash ...............................................           (4,004)            2,362
Cash at beginning of period ...................................................            4,658               352
                                                                                        --------          --------
Cash at end of period .........................................................         $    654          $  2,714
                                                                                        ========          ========
Supplemental schedule of noncash investing and financing activities:
     Assets acquired under capital leases .....................................               --          $  1,130
     Discount applied to Senior Notes for issuance of warrants, net ...........               --             1,449
     Acquisition of assets and assumption of certain liabilities under purchase
           agreement with West Capital Financial Services Corp. (Note 2) ......               --                --
</TABLE>


      See accompanying notes to condensed consolidated financial statements


                                       5

<PAGE>   7
                             MCM CAPITAL GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

     MCM Capital Group, Inc. ("MCM") is a holding company whose principal asset
is its investment in Midland Credit Management, Inc. ("Midland Credit") and its
subsidiaries (collectively referred to herein as the "Company"). The Company is
a financial services company specializing in the recovery, restructuring, resale
and securitization of receivable portfolios acquired at deep discounts. The
Company's receivable portfolios consist primarily of charged-off domestic credit
card receivables purchased from national financial institutions and major retail
corporations. Acquisitions of receivable portfolios are financed by operations
to the extent available and borrowings from third parties.

     The accompanying unaudited condensed consolidated financial statements of
the Company have been prepared in accordance with Rule 10-01 of Regulation S-X
promulgated by the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. In the opinion of the Company,
however, the accompanying condensed consolidated financial statements contain
all adjustments consisting only of normal recurring adjustments, except for the
provision recorded for portfolio losses, necessary to present fairly the
Company's financial position as of December 31, 1999 and September 30, 2000, its
results of operations for the three-month and nine-month periods ended September
30, 1999 and 2000 and its cash flows for the nine-month periods ended September
30, 1999 and 2000 (see Note 4). This information should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999 filed
with the Securities and Exchange Commission. Certain statements in these notes
to the condensed consolidated financial statements constitute "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
express or implied by such forward-looking statements. See "Part II-Other
Information."

NOTE 2 - ACQUISITION OF CERTAIN ASSETS OF WEST CAPITAL FINANCIAL SERVICES CORP.

            On May 22, 2000, Midland Acquisition Corporation ("MAC"), a Delaware
corporation and a wholly owned subsidiary of MCM, completed the acquisition of
certain operating assets of WCFSC, Inc., formerly known as West Capital
Financial Services Corp., a California corporation ("West Capital"), and the
assumption of certain operating liabilities of West Capital, pursuant to an
Asset Purchase Agreement, dated May 11, 2000, between MAC and West Capital (the
"Purchase Agreement") (collectively the "West Capital Transaction"). In
connection with the transaction, MCM entered into a Guaranty for the benefit of
West Capital to guarantee certain obligations of MAC with regard to the
transaction. West Capital is a majority owned subsidiary of Sun America, Inc.

            The consideration for the acquisition consisted of 375,000 shares of
MCM's common stock and the assumption of approximately $1.75 million of certain
liabilities. The 375,000 shares had a value of approximately $632,812 based on a
closing price of $1.6875 per share on May 22, 2000, as reported by NASDAQ
National Market.

            The assets acquired include three portfolios of charged-off credit
card receivables, all of the fixed assets of West Capital, and certain
agreements and licenses used by West Capital in the operation of its business.
Various assets that were acquired pursuant to the Purchase Agreement were used
as part of West Capital's business of collecting charged-off credit card
receivables, including computer hardware and software, telephone equipment, and
other related equipment. MAC has continued to use those assets in similar
operations. As part of the

                                       6

<PAGE>   8
transaction, all of the previous employees of West Capital were offered
employment by Midland Credit.

            In a separate but related transaction, MCM acquired certain
charged-off credit card receivables from a trust formed by WCFSC Special Purpose
Corporation, a California corporation and wholly owned subsidiary of West
Capital ("WCFSC SPC"), pursuant to a Trust Receivables Purchase Agreement, dated
May 22, 2000, by and among MCM, West Capital, WCFSC SPC, WCFSC Special Purpose
Corporation II, and Norwest Bank Minnesota, National Association, as Trustee for
WCFSC Consumer Receivables Recovery Trust 1995-1. The consideration for the
acquisition consisted of 25,000 shares of MCM's common stock, 10,000 shares of
Redeemable Preferred Stock of WCFSC Special Purpose Corporation II (the
"Preferred Stock"), and a WCFSC Consumer Receivables Recovery Trust 1995-1 Note
(the "Note"), with a remaining principal balance of approximately $228,000. The
25,000 shares of MCM common stock had a value of approximately $42,187 based on
a closing price of $1.6875 per share on May 22, 2000 as reported by NASDAQ
National Market. The 10,000 shares of Preferred Stock and the Note were both
previously acquired by MCM in a separate transaction with SunAmerica Inc., for a
nominal fee.

            Following are the assets acquired stated at their allocated cost
basis, based upon their relative values for accounting purposes at the time of
acquisition together with the liabilities assumed (amounts in thousands):

<TABLE>
<CAPTION>
                                                  WCFSC          WEST
                                                   SPC          CAPITAL
                                                 ------         ------
<S>                                              <C>            <C>
Cash ...................................         $   --         $    9
Investment in receivable portfolios, net             42          1,958
Property and equipment, net ............             --            323
Other assets ...........................             --             87
                                                 ------         ------
     Total assets acquired .............         $   42         $2,377
                                                 ======         ======

Accounts payable .......................         $   --         $  568
Accrued salaries & wages ...............             --          1,066
Other accrued expenses .................             --            110
                                                 ------         ------
     Total liabilities assumed .........         $   --         $1,744
                                                 ======         ======
</TABLE>


     In a separate but related transaction, Midland Credit became the successor
servicer to a pool of charged-off consumer accounts that are owned by West
Capital Receivables Corporation I, a California corporation and wholly-owned,
bankruptcy-remote subsidiary of West Capital. Under the terms of the servicing
contract, Midland Credit earned a servicing fee for collections of these
receivables during the period from May 22, 2000 (date of acquisition) through
September 30, 2000 of $2,853,000 for the collections during that period.

NOTE 3 - RESTRUCTURING CHARGES

     In conjunction with the West Capital Transaction, certain former officers
of West Capital were hired as officers of the Company, replacing certain
officers of the Company, which resulted in severance charges of approximately
$839,000 for the nine months ended September 30, 2000.

     Effective June 29, 2000, the Company closed its operations center in
Hutchinson, KS. In conjunction with this closing, the Company recorded severance
charges of approximately $210,000 for the approximately 93 employees terminated.
In addition, the Company recorded a charge of approximately $286,000 for the
nine months ended September 30, 2000 to write-down the Hutchinson, KS building
to its fair market value as determined by the sale of the property which closed
on July 20, 2000 for $400,000.


                                       7

<PAGE>   9
NOTE 4 - INVESTMENT IN RECEIVABLE PORTFOLIOS

     The Company accounts for its investment in receivable portfolios, including
those acquired from West Capital as described in Note 2, on the accrual basis of
accounting in accordance with the provisions of the AICPA's Practice Bulletin 6,
"Amortization of Discounts on Certain Acquired Loans." Static pools are
established with accounts having similar attributes, based on specific seller
and timing of acquisition. Once a static pool is established, the receivables
are permanently assigned to the pool. The discount (i.e., the difference between
the cost of each static pool and the related aggregate contractual receivable
balance) is not recorded because the Company expects to collect a relatively
small percentage of each static pool's contractual receivable balance. As a
result, each static pool is initially recorded at cost.

     Historically, the Company has accounted for each static pool as a unit for
the economic life of the pool (similar to one loan) for recognition of income
from receivable portfolios, for collections applied to principal of receivable
portfolios and for provision for loss or impairment. Income from receivable
portfolios has been accrued based on the effective interest rate determined for
each pool applied to each pool's original cost basis, adjusted for unpaid
accrued income and principal paydowns. The effective interest rate is the
internal rate of return determined based on the timing and amounts of actual
cash received and anticipated future cash flow projections for each pool when
the anticipated future cash flow projections were determined to be reasonably
estimable.

     The Company monitors impairment of receivable portfolios based on projected
future cash flows of each portfolio compared to each portfolio's carrying amount
in those cases where the projected future cash flows are determined to be
reasonably estimable. The discount rate in these instances is based on a rate of
return, adjusted for specific risk factors, that would be expected by an
unrelated investor in a similar stream of cash flows. The receivable portfolios
are evaluated for impairment periodically by management based on current market
and cash flow assumptions. Provisions for losses are charged to earnings when it
is determined that the investment in a receivable portfolio is greater than the
present value of expected future cash flows. No provision for losses was
recorded in 1999.

     During the first quarter of 2000, the Company determined that twenty-two of
its receivable portfolios that had been acquired in 1999 were not performing in
a manner consistent with the Company's expectations and historical results for
the specific type of receivables within those portfolios. This appeared to be
the result of non-compliance of the receivable portfolios with covenants and
representations contained in the related purchasing contracts. At that time, the
Company was unable to determine the fair value of these portfolios, as it was
unable to reasonably estimate the amount and timing of anticipated collections.
Therefore, the Company ceased accrual of income on these portfolios effective
January 1, 2000 and provided an estimated provision for portfolio losses of
$2,059,000 in the first quarter of 2000. In accordance with AICPA Practice
Bulletin 6, the Company is accounting for these portfolios under the cost
recovery method until such time that it can demonstrate its ability to estimate
the amount and timing of anticipated collections.

           During the second quarter of 2000, the Company used proprietary
statistical models that were acquired through the West Capital Transaction to
estimate the recoverable value of its portfolios, and thus reasonably estimate
the fair value of each portfolio. As part of that process, the Company isolated
the portions of those portfolios containing what the Company considers to be
ineligible assets. Other than as discussed in the paragraph that follows, the
Company has not recorded an accrual for any potential recoveries, as such
amounts are not deemed to be reasonably estimated or probable at this time.
Based on the results of the Company's fair value calculations and statistical
analysis during the second quarter, an additional impairment charge of
$18,586,000 was recorded against the carrying value of the portfolios of
$34,400,000 during the three months ended June 30, 2000. These portfolios remain
on non-accrual as of September 30, 2000, and the full amount of collections from
these portfolios has been applied to the receivable portfolio carrying amount
since January 1, 2000. However, any collections in excess of the net book value
of an individual receivable portfolio are recorded as income and for the three
months ended September 30, 2000, approximately $153,000 of collections in excess
of the net book value of certain receivable portfolios were recorded as income.


                                       8

<PAGE>   10
     On August 14, 2000, the Company entered into a settlement agreement (the
"Settlement") with an issuer from whom it purchased certain of these ineligible
receivables (the "Issuer"). In connection with the Settlement, the Issuer
forgave the payment of the original purchase price ($2,322,000) for certain
ineligible receivables that were owned by Midland Credit and were unencumbered.
In the second quarter of 2000, the Company recorded a $1,144,000 provision for
uncollectible accounts related to the ineligible receivables. In connection with
the Settlement, Midland Credit (i) reversed the $2,322,000 liability pertaining
to the original purchase price, (ii) recorded a recovery of the $1,144,000
provision for uncollectible accounts previously recorded on such receivables,
(iii) applied $751,000 of collections on these portfolios to income from
receivable portfolios and (iv) reversed the $427,000 remaining balance of the
receivable portfolios. As these receivable portfolios have no cost basis, all
collections are recorded as income. After September 30, 2000, Midland Credit, as
the servicer of Securitization 99-1, received $651,000 from the Issuer in
payment for the return to the Issuer of certain ineligible receivables that were
previously purchased from the Issuer. As a result of the amendment to
Securitization 99-1 discussed in Note 5 below, this recovery is subject to the
lien in Securitization 99-1. In November 2000, $622,000, net of $29,000 in
attorney fees, was paid to the noteholders in Securitization 99-1 in payment of
amounts owing on the non-recourse notes payable. The Company is considering
possible remedies that may be available to it from other entities from which
ineligible receivables were purchased.

     The following summarizes the changes in the balance of the investment in
receivable portfolios for the following periods (in thousands):

<TABLE>
<CAPTION>

                                                                                Year           Nine Months
                                                                                Ended             Ended
                                                                            December 31,       September 30,
                                                                                1999               2000
                                                                            ------------       ------------
<S>                                                                         <C>                <C>
Balance at beginning of period .......................................         $  2,052          $ 57,473
      Purchase of receivable portfolios ..............................           51,969             3,538
      Receivable portfolios acquired in the West Capital transaction .               --             2,000
      Cost of receivable portfolios sold .............................             (260)              (17)
      Net accretion (collections) applied to
            principal of receivable portfolios .......................            3,712           (12,522)
      Writeoff of basis of settled portfolios ........................               --              (427)
      Provision for portfolio losses .................................               --           (19,500)
                                                                               --------          --------
Balance at end of period .............................................         $ 57,473          $ 30,545
                                                                               ========          ========
</TABLE>


NOTE 5 - SECURITIZATION OF RECEIVABLE PORTFOLIOS

     On January 18, 2000, Midland Receivables 99-1 Corporation, a bankruptcy
remote, special purpose entity formed by the Company as a subsidiary of Midland
Credit, issued non-recourse notes in the amount of $28,900,000, bearing interest
at 9.63% per annum ("Securitization 99-1"). The notes are collateralized by
certain charged-off receivables with a carrying amount of approximately
$43,000,000 at the time of transfer and an initial cash reserve account of
$1,445,000 and are insured through a financial guaranty insurance policy. The
securitization has been accounted for as a financing transaction and the
proceeds were used to reduce the level of outstanding borrowings of the
Company's warehouse facility. Income will be recognized over the estimated life
of the receivables securitized and the receivables and corresponding debt will
remain on the Company's balance sheet. The assets pledged in the securitization
transaction, together with their associated cash flows, would not be available
to satisfy claims of creditors of the Company. At September 30, 2000, the
balance outstanding under these non-recourse notes was $22,487,000. (See Note 7)

     As a condition to closing Securitization 99-1, Midland Credit was required
to amend the warehouse facility. At September 30, 2000, Midland Credit was in
default of certain terms of Securitization 99-1 and the warehouse facility.
However, as of October 1, 2000, the terms of Securitization 99-1 and the
warehouse facility were amended and the Company was in compliance with all
amended terms. The amendments include that Midland

                                       9

<PAGE>   11
Credit (i) must maintain $2 million of liquidity, (ii) must collect certain
minimum amounts on the receivable portfolios within the warehouse facility and
Securitization 99-1 based on current projections, (iii) must maintain on a
consolidated basis a minimum net worth of an amount that decreases on a
quarterly basis from $13,600,000 to $7,300,000, over the period from September
30, 2000 through September 30, 2001 and remains at $7,300,000 thereafter, (iv)
must be reappointed as servicer by the note insurer on a monthly basis
subsequent to December 31, 2000, (v) was granted greater flexibility in the sale
of certain accounts and the use of third party collectors and (vi) will receive
increased servicing fees, paid on a weekly basis. In addition, the amendments
increase the interest rate on notes (i) in Securitization 99-1 to 10% and (ii)
the warehouse facility to one week LIBOR plus 117 basis points. The warehouse
facility was also converted to a term loan with a final payment date of December
15, 2004. Midland Credit is also required to pay to the noteholders any
recoveries after September 22, 2000, net of attorney fees and certain costs,
from certain issuers that previously sold the securitized receivables to Midland
Credit.

     On December 30, 1998, Midland Receivables 98-1 Corporation, a
bankruptcy-remote, special-purpose entity formed by the Company, as a subsidiary
of Midland Credit, issued non-recourse notes in the principal amount of
$33,000,000, which had a fixed rate of interest at 8.63% (the "1998
Securitization"). These notes were repaid in full on September 11, 2000. The
notes were collateralized by credit card receivables securitized by the Company
with a carrying amount of approximately $33,800,000 at the time of transfer. The
1998 Securitization was accounted for as a sale under the provisions of
Statement of Financial Accounting Standards No. 125 "Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities" (SFAS No.
125). The Company recorded a retained interest and a servicing liability and
recognized a gain of approximately $9,300,000 in 1998.

     In connection with the 1998 Securitization, the Company received a
servicing fee equal to 20% of the gross monthly collections of the securitized
receivables through repayment of the notes on September 11, 2000 at which time
all collections of these receivables are retained by the Company as collections
of the retained interest and thereby reduce the balance of the retained
interest. During the nine months ended September 30, 1999 and September 30, 2000
the Company recorded servicing fees of $4,020,000 and $3,662,000, respectively,
for collections during such periods. The benefits of servicing the securitized
receivables did not adequately compensate the Company for performing the
servicing; therefore, the Company recorded a servicing liability of $3,607,000
in accordance with SFAS No. 125. During the nine months ended September 30, 1999
and September 30, 2000, the Company recorded amortization of this servicing
liability of $1,707,000 and $1,430,000, respectively. In conjunction with the
repayment of the note payable under the 1998 Securitization, the servicing
liability was fully amortized during the third quarter of 2000.

     As a result of the 1998 Securitization, the Company recorded a retained
interest of $23,986,000 in securitized receivables. The retained interest was
held by a wholly owned, bankruptcy remote, special purpose subsidiary of the
Company. The value of the retained interest, and its associated cash flows,
would not be available to satisfy claims of creditors of the Company. The
retained interest was collateralized by the credit card receivables that were
securitized, adjusted for amounts owed to the note holders. The Company
recognized accretion of $5,556,000 and $8,486,000 on the retained interest
during the nine months ended September 30, 1999 and September 30, 2000,
respectively, together with certain other changes as shown in the table below
resulting in a retained interest balance of $34,973,000 at September 30, 2000.
In addition, the Company reported other comprehensive income in 1998 with
respect to the retained interest recorded as a separate component of
stockholders' equity with an accumulated balance of $3,343,000, net of related
income taxes, at September 30, 2000.


                                       10

<PAGE>   12
     The following summarizes the changes in the balance of the retained
interest in the 1998 Securitization for the nine months ended September 30, 2000
(in thousands):

<TABLE>
<CAPTION>
                                                                                                   Fair
                                              Cash           Amortized        Unrealized           Market
                                            Reserves            Cost             Gain              Value
                                            --------          --------          --------          --------
<S>                                         <C>               <C>             <C>                 <C>
Balance at beginning of period ....         $    660          $ 22,694          $  7,201          $ 30,555
      Interest accrued ............               --             8,486                --             8,486
      Cash reserves refund ........             (660)               --                --              (660)
      Retained interest collections               --            (2,132)               --            (2,132)
      Decrease in unrealized gain .               --                --            (1,276)           (1,276)
                                            --------          --------          --------          --------
Balance at end of period ..........         $     --          $ 29,048          $  5,925          $ 34,973
                                            ========          ========          ========          ========
</TABLE>



NOTE 6 - PROPERTY AND EQUIPMENT

The following is a summary of the components of property and equipment (in
thousands) (see Note 3):

<TABLE>
<CAPTION>

                                                     December 31,     September 30,
                                                          1999            2000
                                                     -----------      ------------
<S>                                                    <C>             <C>
Property and equipment, at cost ..............         $10,041         $10,628
Less accumulated depreciation and amortization           2,098           2,688
                                                       -------         -------
                                                       $ 7,943         $ 7,940
                                                       =======         =======
</TABLE>


NOTE 7 - NOTES PAYABLE AND OTHER BORROWINGS

The Company is obligated under borrowings as follows (in thousands):

<TABLE>
<CAPTION>

                                                                       December 31,     September 30,
                                                                          1999             2000
                                                                       -----------      ------------
<S>                                                                    <C>              <C>
Revolving line of credit, 8.50%, unsecured,
      Due April 15, 2001 .......................................         $13,615         $14,616
Warehouse facility, 0.8% over LIBOR, 7.45% at
      September 30, 2000 .......................................          33,779          12,140
Notes payable, Securitization 99-1, 9.63% (Note 5) .............              --          22,487
12% Senior Notes due January 12, 2007 (net of unamortized debt
      discount of $1,449,000 for value of common stock warrants)              --           8,551
12% Senior Notes due July 1, 2005 ..............................              --             613
Various installment obligations, 7.7% ..........................              24              10
                                                                         -------         -------
                                                                         $47,418         $58,417
                                                                         =======         =======
</TABLE>


     On January 12, 2000, the Company issued $10,000,000 in principal amount of
12% Series No. 1 Senior Notes (the "Notes") to an institutional investor. The
Notes are unsecured obligations of the Company but are guaranteed by Midland
Credit, MAC and Triarc Companies, Inc., a shareholder of the Company ("Triarc").
Triarc beneficially owns approximately 9.6% of the outstanding common stock of
the Company. In connection with the issuance of the Notes, the Company issued
warrants to the institutional investor and Triarc to acquire up to 428,571 and
100,000 shares, respectively, of common stock of the Company at an exercise
price of $0.01 per share. In addition, the Company paid a fee to Triarc in the
amount of $200,000 in consideration of Triarc's guarantee of this indebtedness.
The Company engaged an independent valuation firm to determine the allocation of
the $10,000,000 principal amount between the Notes and the warrants. The results
of the valuation valued the warrants at approximately $3.05 per share. This
valuation of $3.05 per share results in the warrants being included

                                       11

<PAGE>   13
as a component of stockholders' equity in the amount of $1,611,000 with the same
amount recorded as a reduction of the $10,000,000 note payable. This $1,611,000
debt discount is being amortized as interest expense over the five-year exercise
period of the warrants resulting in a remaining debt discount balance of
$1,449,000 at September 30, 2000. In addition, the Notes require semi-annual
interest payments each January 15 and July 15 except that during the first two
years the Notes are outstanding the interest may be repaid in kind at the
Company's option through issuance of additional 12% Senior Notes due July 1,
2005. For the interest payment that was due in July, 2000, the Company issued a
12% Senior Note in the amount of $613,333.

     The Company entered into the Fourth Amended and Restated Promissory Note
effective June 30, 2000 to renew its revolving line of credit. The $15,000,000
revolving line of credit accrues interest at the Prime Rate and matures on April
15, 2001. Under this revolving credit facility, there was $1,385,000 and
$384,000 available as of December 31, 1999 and September 30, 2000, respectively.
Borrowings under this unsecured revolving line of credit are guaranteed by
certain stockholders of the Company, including Triarc. Triarc has purchased a
$15,000,000 certificate of deposit from such lending bank which is subject to
set off under certain circumstances if the parties to the bank guaranties and
related obligations fail to perform their obligations thereunder.

     On March 31, 1999, Midland Credit, through a bankruptcy remote subsidiary,
entered into a $35,000,000 securitized receivables acquisition facility or
"warehouse facility" and has a balance outstanding under this facility of
$12,140,000 as of September 30, 2000. The terms of the warehouse facility were
originally such that it had a two-year revolving funding period, which was set
to expire April 15, 2001. During the first quarter of 2000, Midland Credit
determined that twenty-two of its receivable portfolios that were acquired
during the previous twelve months were not performing in a manner consistent
with its expectations and historical results for the specific types of
receivables within those portfolios. As a result of the portfolio performance
issues as measured on September 30, 2000, the Company was in default with
respect to Securitization 99-1 and the warehouse facility. As discussed in Note
5, as of October 1, 2000, Securitization 99-1 and the warehouse facility
were amended such that the Company is currently in compliance with all
provisions of these two facilities.

     Although the Company is currently in compliance with all provisions of
Securitization 99-1 and the warehouse facility, if an event of default occurs
and a waiver is not effective at such time, Midland Credit may be removed as
servicer of the receivables in Securitization 99-1 and the warehouse facility.
The note insurer for Securitization 99-1 and the warehouse facility (or note
holders under certain circumstances) can waive the event of default or, if the
event of default is not waived, can elect to have Midland Credit removed as the
servicer. Should such an event of default occur, Midland Credit believes that it
would have sufficient liquidity to fund its operations and working capital
needs, provided the event of default is waived or the event of default is not
waived and the election is made not to remove Midland Credit as the servicer.
If, however, an event of default occurs and the controlling party removes
Midland Credit as servicer, this would cause an event of default under the Notes
and allow the Notes to be accelerated. If the Notes are thereby accelerated,
Midland Credit and MCM may be required to, among other things, (i) reduce the
number of employees and overall scope of operations, (ii) sell certain of its
receivables portfolios for cash, (iii) reduce any future capital expenditures,
(iv) pursue strategic alternatives such as a sale, merger or recapitalization of
MCM or Midland Credit or (v) seek protection under reorganization, insolvency or
similar laws.


                                       12

<PAGE>   14
NOTE 8 - COMPREHENSIVE LOSS

The following is a summary of the comprehensive loss components (in thousands):

<TABLE>
<CAPTION>

                                               Nine Months Ended
                                                 September 30,
                                           1999               2000
                                         --------          --------
<S>                                      <C>               <C>
Net loss .......................         $   (755)         $(18,821)
Decrease in unrealized gain on
"available for sale" investments             (333)             (978)
                                         --------          --------
Comprehensive loss .............         $ (1,088)         $(19,799)
                                         ========          ========
</TABLE>


     The unrealized gain pertains to the retained interest from the 1998
Securitization. The retained interest is carried at fair value in accordance
with SFAS 115 and any changes in fair value are recorded as a component of other
comprehensive income, net of taxes.


                                       13

<PAGE>   15

I
TEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

     This "Management's Discussion and Analysis of Financial Condition and
Results of Operations" should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report on Form 10-K of MCM Capital Group, Inc. ("MCM" or collectively
with Midland Credit Management, Inc. ("Midland Credit") and its subsidiaries,
the "Company") for the year ended December 31, 1999 as filed with the Securities
and Exchange Commission. A general description of the Company's industry and a
discussion of recent trends affecting that industry are contained therein.
Certain statements under this caption may constitute "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"). Such forward-looking statements involve risks, uncertainties and
other factors which may cause the actual results, performance, or achievements
of the Company to be materially different from any future results, performance
or achievements express or implied by such forward-looking statements. For those
statements the Company claims the protection of the safe harbor for
forward-looking statements contained in the Reform Act. See "Part II-Other
Information."

     On May 22, 2000, Midland Acquisition Corporation, a Delaware corporation
("MAC") and a wholly owned subsidiary of MCM, completed the acquisition of
certain operating assets of WCFSC, Inc. formerly known as West Capital Financial
Services Corp., a California corporation ("West Capital"), and the assumption of
certain operating liabilities of West Capital, pursuant to an Asset Purchase
Agreement dated May 11, 2000 between MAC and West Capital (the "Purchase
Agreement") (collectively the "West Capital Transaction"). In connection with
the transaction, MCM entered into a Guaranty for the benefit of West Capital to
guarantee certain obligations of MAC with regard to the transaction. The
Company's results of operations and liquidity and capital resources as discussed
below include the effects of the West Capital Transaction from the date of
acquisition.

     In a transaction that was separate but related to the West Capital
Transaction, Midland Credit became the successor servicer to a pool of
charged-off consumer accounts that are owned by West Capital Receivables
Corporation I, a California corporation and wholly-owned, bankruptcy-remote
subsidiary of West Capital (the "Servicing Transaction"). Midland Credit will
receive a servicing fee for collections of these receivables.

     In a separate but related transaction, MCM acquired certain charged-off
credit card receivables from a trust formed by WCFSC Special Purpose
Corporation, a California corporation and wholly owned subsidiary of West
Capital ("WCFSC SPC"), pursuant to a Trust Receivables Purchase Agreement, dated
May 22, 2000, by and among MCM, West Capital, WCFSC SPC, WCFSC Special Purpose
Corporation II, and Norwest Bank Minnesota, National Association, as Trustee for
WCFSC Consumer Receivables Recovery Trust 1995-1 (the "Trust Transaction").

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 1999


     Revenues. Total revenues for the nine months ended September 30, 2000 were
$28.1 million compared to total revenues of $17.9 million for the nine months
ended September 30, 1999, an increase of $10.2 million or 57%. The increase in
revenues was the result of an increase in income from receivable portfolios of
$5.1 million; an increase in income on retained interest of $2.9 million; and an
increase in servicing fees and related income of $2.2 million.

     Income from receivable portfolios increased $5.1 million or 76%, from $6.6
million in the nine months ended September 30, 1999 to $11.7 million for the
nine months ended September 30, 2000. Approximately 55%, or $2.8 million, of
this increase is attributable to the receivable portfolios purchased in the West
Capital Transaction and the Trust Transaction. The remaining increase in income
from receivable portfolios is due to a $30.4 million, or

                                       14

<PAGE>   16
181% increase, in the average outstanding balance of our investment in
receivable portfolios during the period, from an average outstanding balance of
$16.8 million during the nine months ended September 30, 1999 to an average of
$47.2 million during the nine months ended September 30, 2000. However, as
further discussed below, we discontinued the accrual of income on certain of the
Company's receivable portfolios effective January 1, 2000. The increase in the
average outstanding balance of our investment in receivable portfolios is the
result of (i) the purchase of $52.0 million and $3.2 million of receivable
portfolios during the year ended December 31, 1999 and the nine months ended
September 30, 2000, respectively and (ii) the December 30, 1998 securitization
of receivable portfolios with a carrying amount of $33.8 million which
significantly reduced the receivable balance in early 1999. The December 30,
1998 securitization was accounted for as a sale in accordance with Statement of
Financial Accounting Standards No. 125 and, thus, the receivables were sold and
no longer accrue income to the benefit of MCM other than servicing fees and
income from the retained interest.

     In connection with the 1998 Securitization and the related servicing
agreement, the Company recorded a retained interest in the securitized
receivables and a servicing liability. For the nine months ended September 30,
2000, we recognized income from retained interest in securitized receivables in
the amount of $8.5 million, servicing income in the amount of $3.7 million and
amortization of the servicing liability in the amount of $1.4 million which
compares to income from retained interest in securitized receivables in the
amount of $5.6 million, servicing income in the amount of $4.0 million and
amortization of the servicing liability in the amount of $1.7 million in the
nine months ended September 30, 1999. The amortization of the servicing
liability is included in servicing fees and related income over the expected
term of the securitization in the condensed consolidated statements of
operations. The notes payable under the 1998 Securitization were repaid in full
in September, 2000 and as a result, the remaining balance of the servicing
liability was amortized during the three months ended September 30, 2000. The
Company will no longer record servicing fee income with respect to these
portfolios since all future collections represent retained interest collections
and will pay down the balance of the retained interest.

       Under terms of the Servicing Transaction, Midland Credit receives a
servicing fee for collections of these receivables and during the period from
May 22, 2000 (the date of the West Capital Transaction) through September 30,
2000, the Company recorded $2.9 million in servicing fees for the collections
during that period.

     Total Operating Expenses. Total operating expenses were $48.2 million for
the nine months ended September 30, 2000 compared to $18.2 million for the nine
months ended September 30, 1999, an increase of $30.1 million or 166%. Total
operating expenses as a percentage of revenues were 172% for the nine months
ended September 30, 2000, compared to 101% for the nine months ended September
30, 1999. The increase in total operating expenses and increase in operating
expenses as a percentage of revenues is a result of provision for portfolio
losses of $2.1 million recorded in the first quarter of 2000 and $18.6 million
recorded in the second quarter of 2000, offset by the recovery of $1.1 million
of the provision in the third quarter, along with our significant growth,
including the acquisition of assets in the West Capital Transaction and the
hiring of additional employees related thereto. We also recorded restructuring
charges of approximately $1.3 million during the second quarter of 2000 as
further discussed below. Salaries and employee benefits increased $4.7 million,
or 36%, to $17.9 million in the nine months ended September 30, 2000 from $13.2
million in the corresponding 1999 period. Approximately $3.5 million of the
increase in salaries and employee benefits related to the addition of employees
as a result of the West Capital Transaction partially offset by a decrease of
approximately $0.8 million attributable to the closure of the Hutchinson
facility in June 2000. The growth of the Phoenix facility accounted for the
remaining increase in salaries and employee benefits and included the addition
of executive and management personnel during the second half of 1999 when a
majority of our owned receivable portfolios were purchased. In addition, an
increase in personnel was necessary to install and implement a new Davox call
management system and a related computer network in the Phoenix facility.
Further, during the nine months ended September 30, 2000, collections per
collector averaged approximately $130,238, a 67% increase over the average
collections per collector of approximately $77,840 during the nine months ended
September 30, 1999. This resulted in higher compensation for collection
personnel employed in the 2000 period.

     Other operating expenses, general and administrative expenses and
depreciation and amortization expenses


                                       15

<PAGE>   17
increased $4.5 million or 91% from $5.0 million to $9.5 million for the nine
months ended September 30, 1999 and 2000, respectively. Approximately $1.6
million of this increase is a result of expenses associated with the operations
acquired in the West Capital Transaction partially offset by a decrease of
approximately $0.5 million attributable to the closure of the Hutchinson
facility with the remaining increase of approximately $3.4 million due primarily
to the expansion of our Phoenix location, the growth in the receivable
portfolios managed by us and the resulting increase in expenses relating to the
collection of such receivable portfolios.

     During the first quarter of 2000, we determined that twenty-two of our
receivable portfolios that had been acquired during 1999 were not performing in
a manner consistent with our expectations and historical results for the
specific type of receivables within those portfolios. This appeared to be the
result of non-compliance of the receivable portfolios with covenants and
representations contained in the related purchasing contracts. At that time, we
were unable to determine the fair value of these portfolios as we were unable to
reasonably estimate the amount and timing of anticipated collections. Therefore,
we ceased accrual of income on these portfolios effective January 1, 2000 and
provided an estimated provision for portfolio losses of $2.1 million in the
first quarter of 2000. In accordance with AICPA Practice Bulletin 6, we are
accounting for these portfolios under the cost recovery method until such time
that we can demonstrate our ability to estimate the amount and timing of
anticipated collections.

     During the second quarter of 2000, proprietary statistical models that were
acquired through the West Capital Transaction enabled us to estimate the
recoverable value, and thus reasonably estimate the fair value, of each
portfolio. As part of that process, we isolated the portions of those portfolios
containing what we consider to be ineligible assets. Other than the $1.1 million
recovery of uncollectible accounts recorded in the third quarter, the Company
has not recorded an accrual for any potential recoveries, as such amounts are
not deemed to be reasonably estimated or probable at this time. Based on the
results of the Company's fair value calculations and statistical analysis during
the second quarter, an additional impairment charge of $18.6 million was
recorded against the carrying value of the portfolios of $34.4 million for the
three months ended June 30, 2000. These portfolios remain on non-accrual as of
September 30, 2000, and the full amount of collections from these portfolios has
been applied to the receivable portfolio carrying amount since January 1, 2000.
However, any collections in excess of the net book value of an individual
receivable portfolio will be recorded as income and for the three months ended
September 30, 2000, approximately $0.8 million of collections in excess of the
net book value of certain receivable portfolios was recorded as income.

     In addition, during the second quarter of 2000, we recorded restructuring
charges of approximately $1.3 million. This related to the closure of our
Hutchinson, KS location ($0.5 million) and severance charges for certain
officers of the Company who were replaced by former West Capital officers ($0.8
million).

     Other income and expenses. Total other expenses for the nine months ended
September 30, 2000 were $6.1 million compared to $1.0 million for the nine
months ended September 30, 1999. Interest expense for the nine months ended
September 30, 2000 was $6.0 million compared to $1.2 million for the nine months
ended September 30, 1999, an increase of $4.8 million. This increase is
attributable to higher average outstanding borrowings during the nine months
ended September 30, 2000 as compared to the same period in 1999. The increase in
higher outstanding borrowings reflects the $28.9 million 1999-1 Securitization
in January, 2000, the issuance of $10.0 million of 12% Senior Notes in January,
2000 and the $2.1 million increase in capital lease obligations to $2.5 million
at September 30, 2000 from $0.4 million at September 30, 1999. See "Liquidity
and Capital Resources" below for further discussion of our borrowings.

     Income Tax Benefit. For the nine months ended September 30, 2000 and 1999,
we recorded income tax benefits of $7.5 million and $0.5 million, respectively,
reflecting an effective rate of 28% and 40%. The lower effective rate in 2000 is
as a result of the Company recording a valuation reserve for its deferred tax
benefits because of the Company's uncertainty of the recovery of the tax
benefits that have been recorded.

     Net Loss. The resulting net loss for the nine months ended September 30,
2000 was $18.8 million compared to net loss of $0.8 million for the nine months
ended September 30, 1999.


                                       16

<PAGE>   18
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 1999


     Revenues. Total revenues for the three months ended September 30, 2000 were
$10.2 million compared to total revenues of $8.2 million for the three months
ended September 30, 1999, an increase of 24% or $2.0 million. The increase in
revenues results from an increase in income on retained interest of $1.1 million
and an increase in servicing fees and related income of $1.2 million offset by a
decrease in income from receivable portfolios of $0.3 million.

     Income from receivable portfolios decreased from $4.4 million in the three
months ended September 30, 1999 to $4.1 million in the quarter ended September
30, 2000. The $4.4 million in the 1999 period is comprised only of income
accrued on receivable portfolios, while in the 2000 period approximately $2.2
million represents the accrual of income on receivable portfolios and the
remaining $1.9 million represents income from certain receivables, which were
accounted for on the cost recovery method and became fully amortized during the
second and third quarters. The $2.2 million of income accrued on the receivable
portfolios in the three months ended September 30, 2000 is comprised of
approximately $0.7 million from the portfolios acquired in the West Capital
Transaction with the balance of $1.5 million accrued on portfolios otherwise
purchased by the Company that continue to accrue income. This $1.5 million of
income in the 2000 period was accrued on portfolios with an average net book
value of $21.7 million during that period, while in the 1999 period the Company
accrued $4.4 million of income on portfolios with an average net book value of
$32.2 million. As discussed above, the Company recorded provisions for portfolio
losses of $19.5 million during the first nine months of 2000 on certain
receivable portfolios other than those purchased in the West Capital Transaction
and the Trust Transaction, ceased the accrual of income on certain of these
portfolios and reduced the rate of income recognition on those portfolios that
did continue to accrue income. These factors together represent the underlying
cause of the decrease in the accrual of income from receivable portfolios.

     In connection with the 1998 Securitization and the related servicing
agreement, the Company recorded a retained interest in the securitized
receivables and a servicing liability. For the three months ended September 30,
2000, we recognized income from retained interest in securitized receivables in
the amount of $3.1 million, servicing fees from the 1998 Securitization in the
amount of $0.8 million and amortization of servicing liability in the amount of
$0.3 million compared to income from retained interest in securitized
receivables in the amount of $2.1 million, servicing fees in the amount of $1.3
million and amortization of servicing liability in the amount of $0.5 million in
the three months ended September 30, 1999. The amortization of the servicing
liability is included in servicing fees and related income over the expected
term of the 1998 Securitization in the condensed consolidated statements of
operations. The note payable underlying the 1998 Securitization was repaid in
full on September 11, 2000. All collections associated with these receivables
are now deemed to be collections of the retained interest and will be retained
by the Company. As such, the Company will no longer record servicing fees with
respect to these receivables and the servicing liability was fully amortized
during the quarter ended September 30, 2000.

     Under terms of the Servicing Transaction, Midland Credit receives a
servicing fee for collections of receivables owned by West Capital Receivables
Corporation I and during the three months ended September 30, 2000, the Company
recorded $1.8 million in servicing fees for the collections during that period.

     Total Operating Expenses. Total operating expenses were $8.8 million for
the three months ended September 30, 2000 compared to $6.8 million for the three
months ended September 30, 1999, an increase of $2.0 million or 30%. Total
operating expenses as a percentage of revenues were 87% for the three months
ended September 30, 2000, compared to 83% for the three months ended September
30, 1999. The increase in total operating expenses and increase in operating
expenses as a percentage of revenues is a result of our significant growth
including the acquisition of assets in the West Capital Transaction and the
hiring of additional employees related thereto, offset by the $1.1 million
recovery related to the settled receivables. Salaries and employee benefits
increased $1.6 million, or 33%, to $6.6 million in the three months ended
September 30, 2000 from $5.0 million in the 1999 period. Approximately $2.5
million of the increase in salaries and employee benefits is a result of the


                                       17

<PAGE>   19
addition of employees as a result of the West Capital Transaction. Offsetting
this increase was a $0.8 million decrease in salaries and employee benefits
attributable to the closure of the Hutchinson facility in June 2000 and a $0.1
million decrease attributable to lesser salaries and employee benefits at the
Phoenix location as a result of the termination of certain executive officers in
conjunction with the West Capital Transaction and fewer collectors employed in
Phoenix. During the three months ended September 30, 2000 we employed an average
of 191 collectors at our Phoenix location versus 299 in Phoenix during the third
quarter of 1999. Collections per collector, however, increased 49% to an average
of approximately $42,615 in the three months ended September 30, 2000 from
$28,630 in the three months ended September 30, 1999, resulting in higher
compensation for collection personnel employed in the 2000 period.

     Other operating expenses, general and administrative expenses and
depreciation and amortization expenses increased $1.5 million or 84% from $1.8
million to $3.3 million for the three months ended September 30, 1999 and 2000,
respectively. Approximately $0.6 million of this increase is a result of the
expenses associated with the operation of the assets acquired in the West
Capital Transaction partially offset by a decrease of $0.5 million attributable
to the closure of the Hutchinson facility. The remaining increase of
approximately $1.4 million was due primarily to the expansion of our Phoenix
location, the growth in the receivable portfolios managed by us and the
resulting increase in expenses relating to the collection of such receivable
portfolios. During the third quarter, we recorded a $1.1 million recovery
related to the Settlement.

     Other income and expenses. Total other expenses for the three months ended
September 30, 2000 were $2.1 million compared to total other expenses of $0.6
million for the three months ended September 30, 1999. Interest expense
increased from $0.6 million for the three months ended September 30, 1999 to
$2.2 million for the three months ended September 30, 2000. The increase
reflects higher average outstanding borrowings during the three months ended
September 30, 2000 as compared to the same period in 1999.

     Income Tax Benefit. For the three months ended September 30, 2000 we
recorded an income tax benefit of $0.2 million while during the 1999 period we
recorded an income tax provision of $0.3 million reflecting an effective rate of
21% in the third quarter of 2000 and 40% in the same period in 1999. The lower
effective rate in 2000 is as a result of the Company recording a valuation
reserve for its deferred tax benefits

     Net Income. Net loss for the three months ended September 30, 2000 was $0.6
million compared to net income of $0.5 million for the three months ended
September 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

     Historically, we have engaged in the business of acquiring and servicing
charged-off loan portfolios originated by national financial institutions and
major retail corporations. We made the final payment of the debt outstanding
under Securitization 98-1 on September 11, 2000 and thus, all collections
associated with those receivables now represent collections of the retained
interest.

     At September 30, 2000 we had cash of $2.7 million compared to $0.4 million
at December 31, 1999. We use our $15.0 million unsecured, revolving line of
credit for working capital needs and draw and repay the revolving line of credit
on a regular basis. Our borrowing availability under this credit line was $0.4
million at September 30, 2000 ($1.3 million at October 31, 2000). In addition,
effective October 31, 2000, the Company executed an agreement with certain
affiliates of the Company as further discussed below for a $2.0 million stand-by
line of credit secured by substantially all of the assets of the Company and its
subsidiaries to be used, if necessary, for working capital purposes.

     We had total recoveries on managed receivable portfolios of $49.9 million
for the nine months ended September 30, 2000, a 105% increase over the $24.3
million collected in the same period in the prior year.

     On January 18, 2000, Midland Receivables 99-1 Corporation, a bankruptcy
remote special purpose entity formed by us as a subsidiary of Midland Credit,
issued non-recourse notes in the amount of $28.9 million, bearing

                                       18

<PAGE>   20
interest at 9.63% per annum ("Securitization 99-1"). The notes are
collateralized by certain charged-off receivables securitized by us with a
carrying amount of approximately $43.0 million at the time of transfer and an
initial cash reserve account of $1.4 million and are insured through a financial
guaranty insurance policy. The securitization has been accounted for as a
financing transaction and the proceeds were used to reduce the level of
outstanding borrowings of our warehouse facility. Income from these receivable
portfolios will be recognized over the estimated life of the securitized
receivables and the receivables and corresponding debt will remain on our
balance sheet as long as Midland Credit is the servicer. The assets pledged in
the securitization transaction, together with their associated cash flows, would
not be available to satisfy claims of our creditors. At September 30, 2000, the
balance outstanding under these nonrecourse notes was $22.5 million.

     In addition, as a condition to closing Securitization 99-1, Midland Credit
was required to amend the warehouse facility. At September 30, 2000, Midland
Credit was in default of certain terms of Securitization 99-1 and the warehouse
facility. However, as of October 1, 2000, the terms of Securitization 99-1 and
the warehouse facility were amended and the Company was in compliance with all
amended terms. The amendments include that Midland Credit (i) must maintain $2.0
million of liquidity, (ii) must collect certain minimum amounts on the
receivable portfolios within the warehouse facility and Securitization 99-1
based on current projections, (iii) must maintain on a consolidated basis a
minimum net worth of an amount that decreases on a quarterly basis from $13.6
million to $7.3 million, over the period from September 30, 2000 through and
subsequent to September 30, 2001, (iv) must be reappointed as servicer by the
note insurer on a monthly basis subsequent to December 31, 2000, (v) was granted
greater flexibility in the sale of certain accounts and the use of third party
collectors and (vi) will receive increased servicing fees,paid on a weekly
basis. In addition, the amendments increase the interest rate on the notes (i)
in Securitization 99-1 to 10% and (ii) in the warehouse facility to one week
LIBOR plus 117 basis points. The warehouse facility was also converted to a term
loan with a final payment date of December 15, 2004. Midland Credit is also
required to pay to the noteholders recoveries after September 22, 2000, net of
attorney fees and certain costs, from certain issuers that previously sold the
securitized receivables to Midland Credit. Midland Credit has been reappointed
as servicer for the fourth quarter of 2000 under Securitization 99-1 and the
warehouse facility.

     Although Midland Credit is currently in compliance with all provisions of
Securitization 99-1 and the warehouse facility, if an event of default occurs
and a waiver is not effective at such time, Midland Credit may be removed as
servicer of the receivables in Securitization 99-1 and the warehouse facility.
The note insurer for Securitization 99-1 and the warehouse facility (or note
holders under certain circumstances) can waive the event of default or, if the
event of default is not waived, can elect to have Midland Credit removed as the
servicer. Should such an event of default occur, Midland Credit believes that it
would have sufficient liquidity to fund its operations and working capital
needs, provided the event of default is waived or the event of default is not
waived and the election is made not to remove Midland Credit as the servicer.
If, however, an event of default occurs and the controlling party removes
Midland Credit as servicer, such removal would cause an event of default under
the Notes more fully described below and allow the Notes to be accelerated. If
the Notes are thereby accelerated, Midland Credit and MCM may be required to,
among other things, (i) reduce the number of employees and overall scope of
operations, (ii) sell certain of its receivables portfolios for cash, (iii)
reduce any future capital expenditures, (iv) pursue strategic alternatives such
as a sale, merger or recapitalization of MCM or Midland Credit or (v) seek
protection under reorganization, insolvency or similar laws.

     On January 12, 2000, we issued $10.0 million in principal amount of 12%
Series No. 1 Senior Notes (the "Notes") to an institutional investor. We used
the net proceeds of the Notes for general operating expenses. The Notes are
unsecured obligations of MCM but are guaranteed by Midland Credit and Triarc
Companies, Inc., a shareholder of MCM ("Triarc"). Triarc beneficially owns
approximately 9.6% of the outstanding common stock of MCM. In connection with
the issuance of the Notes, MCM issued warrants to the institutional investor and
Triarc to acquire up to 428,571 and 100,000 shares, respectively, of common
stock of the Company at an exercise price of $0.01 per share. In addition, we
paid Triarc a fee of $0.2 million in consideration of Triarc's guarantee of this
indebtedness. We engaged an independent valuation firm to determine the
allocation of the $10.0 million principal amount between the Notes and the
warrants. The results of the valuation were such that the value of the warrants
was approximately $3.05 per share. This valuation of $3.05 per share results in
the warrants being

                                       19

<PAGE>   21
included as a component of stockholders' equity in the amount of $1.6 million
with the same amount recorded as a reduction of the $10.0 million note payable.
This $1.6 million debt discount is being amortized as interest expense over the
five-year exercise period of the warrants and has a remaining balance of $1.4
million at September 30, 2000.

     Except for the receivable portfolios that we acquired as part of the West
Capital Transaction and the Trust Transaction discussed above, as of October 31,
2000 we have not purchased any receivables since February 2000.

     We entered into the Fourth Amended and Restated Promissory Note effective
June 30, 2000 to renew our revolving line of credit. The $15.0 million revolving
line of credit carries interest at the Prime Rate and matures on April 15, 2001.
Under this revolving credit facility, there was $1.4 million and $0.4 million
available as of December 31, 1999 and September 30, 2000, respectively.
Borrowings under this unsecured revolving line of credit are guaranteed by
certain stockholders of MCM, including Triarc. Triarc purchased a $15.0 million
certificate of deposit from such lending bank, which is subject to set off under
certain circumstances if the parties to the bank guaranties and to related
agreements fail to perform their obligations thereunder. We anticipate that we
will renew this line of credit on terms that are at least as favorable as those
that currently exist.

     Capital expenditures for fixed assets and capital leases were $2.1 million
during the nine months ended September 30, 2000 reflecting the installation of a
Davox call management system and other network hardware and software to support
this system. Capital expenditures were funded primarily from bank borrowings,
capital leases and recoveries on receivable portfolios.

     On May 22, 2000 through a new wholly owned subsidiary, we acquired certain
operating assets of WCFSC, Inc., formerly known as West Capital Financial
Services Corp., an acquirer and servicer of distressed consumer receivables, in
exchange for 375,000 shares of MCM's common stock and the assumption of certain
operating liabilities of West Capital. MCM guaranteed certain obligations of the
new subsidiary under the agreement. In a separate but related transaction, MCM
acquired certain distressed consumer receivables from a trust formed by a
bankruptcy remote special purpose subsidiary of West Capital in exchange for
25,000 shares of MCM's common stock and certain other non-cash consideration.
The shares of MCM common stock exchanged were valued at the May 22, 2000 market
price of $1.6875.

     Effective October 31, 2000, the Company executed an agreement with certain
affiliates of the Company for a $2.0 million stand-by line of credit secured by
substantially all of the assets of the Company and its subsidiaries to use, if
necessary, for working capital purposes. The funding period under the line of
credit expires on December 31, 2000. The line of credit accrues interest at 12%
per annum on any amount drawn on the line of credit and repayment would be due
in 12 equal monthly payments of principal with any unpaid principal due no later
than December 31, 2001. In addition, the lenders received warrants to acquire up
to 50,000 shares of common stock of the Company at $0.01 per share upon
execution of the agreement and may receive warrants to acquire an additional
50,000 shares of common stock of the Company at $0.01 per share if the Company
borrows any amount under the agreement.

CONTINGENCIES

     We were involved in litigation involving our sale of certain receivables to
third parties in 1997. This litigation was settled and all amounts due were paid
during the nine months ended September 30, 2000. The costs and expenses relating
to the lawsuit and this settlement were expensed in the fourth quarter of 1999.

     On or about July 26, 2000, Midland Credit and MAC were served with a
complaint in which each was informed that it was named as a defendant in a
lawsuit filed by Household Bank (SB), N.A., Household Receivables Acquisition
Company, and Household Card Services, Inc. (collectively, ""Plaintiffs"). West
Capital is also named as a defendant in the lawsuit. The complaint alleges that
West Capital breached a certain forward-flow agreement for the purchase of
receivables from the Plaintiffs. The Company does not believe that the complaint
sets forth a factual basis for either MAC or Midland Credit to be liable for any
alleged breach by West

                                       20

<PAGE>   22
Capital of the forward-flow agreement with the Plaintiffs. The Company intends
to vigorously defend the lawsuit.

     We do not believe that contingencies for ordinary routine claims,
litigation and administrative proceedings and investigations incidental to our
business will have a material adverse effect on our consolidated financial
position or results of operations.

     On May 24, 2000, the Company was notified by the NASDAQ National Market
that its stock had failed to maintain a minimum market value of public float of
$5,000,000 over the preceding thirty trading days. The Company was unable to
demonstrate compliance with this requirement for at least ten consecutive
trading days by August 22, 2000 and the common stock was delisted at the opening
of business on August 24, 2000. The Company was unable to comply with the
initial listing standards for the NASDAQ Small-Cap Market and thus is now
included on the OTC Electronic Bulletin Board.



I
TEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     We accrue income on our retained interest and certain of our receivable
portfolios based on the effective interest rate, i.e., internal rate of return,
applied to the original cost basis, adjusted for accrued income and principal
payments. Effective interest rates are determined based on assumptions regarding
the timing and amounts of portfolio collections. Such assumptions may be
affected by changes in market interest rates. Accordingly, changes in market
interest rates may affect our earnings. Changes in short-term interest rates
also affect our earnings as a result of our borrowings under the revolving
credit facility and the warehouse facility.

     We believe that our market risk information has not changed materially from
December 31, 1999.


                                       21

<PAGE>   23

                           PART II - OTHER INFORMATION

This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform Act"). The words
"believe," "expect," "anticipate," "estimate," "project," or the negation
thereof or similar expressions constitute forward-looking statements within the
meaning of the Reform Act. These statements may include, but are not limited to,
projections of revenues, income, or loss, estimates of capital expenditures,
plans for future operations, products or services, and financing needs or plans,
as well as assumptions relating to these matters. These statements include,
among others, statements found under "Management's Discussion and Analysis of
Financial Condition and Results of Operations." For all forward-looking
statements, the Company claims the protection of the safe-harbor for
forward-looking statements contained in the Reform Act.

The Company's actual results could differ materially from those contained in the
forward-looking statements due to a number of factors, some of which are beyond
the Company's control. Factors that could affect the Company's results and cause
them to differ from those contained in the forward-looking statements include:

-    our ability to maintain existing and secure additional financing;

-    our ability to maintain sufficient liquidity to operate our business
     including our ability to meet the liquidity covenant of our securitization
     and warehouse transactions and to obtain new capital to enable the Company
     to purchase receivables;

-    our continued servicing of the receivables in our securitization
     transactions and warehouse facility;

-    our ability to recover sufficient amounts on or with respect to receivables
     to fund operations (including from sellers of non-conforming receivable
     portfolios);

-    our ability to hire and retain qualified personnel to recover our
     receivables efficiently;

-    changes in, or failure to comply with, government regulations;

-    our ability to successfully integrate the assets acquired from WCFSC, Inc.
     f/k/a West Capital Financial Services Corp.;

-    the costs, uncertainties and other effects of legal and administrative
     proceedings; and

-    risk factors and cautionary statements made in our Annual Report on Form
     10-K for the period ended December 31, 1999.

Forward-looking statements speak only as of the date the statement was made.
They are inherently subject to risks and uncertainties, some of which we cannot
predict or quantify. Future events and actual results could differ materially
from the forward-looking statements. We will not undertake and specifically
decline any obligation to publicly release the result of any revisions to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events, whether as a result of new information, future events, or for any other
reason.

In addition, it is our policy generally not to make any specific projections as
to future earnings and we do not endorse projections regarding future
performance that may be made by third parties.


                                       22

<PAGE>   24

ITEM 1 - LEGAL PROCEEDINGS

            The Fair Debt Collection Practices Act and comparable state statutes
may result in class action lawsuits which can be material to our business due to
the remedies available under these statutes, including punitive damages. We have
not been subject to a class action lawsuit to date.

     On or about July 26, 2000, Midland Credit and MAC were served with a
complaint in which each was informed that it was named as a defendant in a
lawsuit filed by Household Bank (SB), N.A., Household Receivables Acquisition
Company, and Household Card Services, Inc. (collectively, ""Plaintiffs"). West
Capital is also named as a defendant in the lawsuit. The complaint alleges that
West Capital breached a certain forward-flow agreement for the purchase of
receivables from the Plaintiffs. The Company does not believe that the complaint
sets forth a factual basis for either MAC or Midland Credit to be liable for any
alleged breach by West Capital of the forward-flow agreement with the
Plaintiffs. The Company intends to vigorously defend the lawsuit.

There are a number of lawsuits or claims pending or threatened against Midland
Credit. In general, these lawsuits or claims have arisen in the ordinary course
of our business and involve claims for actual damages arising from the alleged
misconduct of our employees or our alleged improper reporting of credit
information. Although litigation is inherently uncertain, based on past
experience, the information currently available to us and the possible
availability of insurance and/or indemnification from the originating
institutions in some cases, we do not believe that the pending or threatened
litigation or claims will have a material adverse effect on our operations or
financial condition.


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

The Company was unable to collect, as measured both on June 30, 2000 and
September 30, 2000, certain minimum amounts from the receivable portfolios
within Securitization 99-1. As such, a default had occurred under the indentures
of the warehouse facility and Securitization 99-1. As a result of the amendments
to Securitization 99-1 and the warehouse facility that were effective as of
October 1, 2000, the Company is no longer in default.



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits

10.1 -- Second Amendment to Indenture and Servicing Agreement relating to the
        warehouse facility

10.2 -- Third Amendment to Indenture and Servicing Agreement relating to the
        warehouse facility

10.3 -- Indenture and Servicing Agreement relating to Midland Receivables-Backed
        Notes, Series 1999-1

10.4 -- Insurance and Reimbursement Agreement relating to Midland
        Receivables-Backed Notes, Series 1999-1

10.5 -- First Amendment to Indenture and Servicing Agreement relating to Midland
        Receivables-Backed Notes, Series 1999-1

27.1 -- Financial Data Schedule for the nine month period ended September 30,
        2000 submitted to the Securities and Exchange Commission in electronic
        format.

(b)     Reports on Form 8-K.

           No reports were filed on Form 8-K during the three months ended
September 30, 2000.


                                       23

<PAGE>   25
                             MCM CAPITAL GROUP, INC.

                                   SIGNATURES

     Pursuant to the requirements 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.


                                     MCM CAPITAL GROUP, INC.



                                     By:    /s/ Lynette T. Biskis
                                          ------------------------------------
                                                   LYNETTE T. BISKIS
                                                   VICE-PRESIDENT,
                                           ASSISTANT CHIEF FINANCIAL OFFICER
                                              (CHIEF ACCOUNTING OFFICER)



Date:      November 10, 2000


                                       24

<PAGE>   26

                                 EXHIBIT INDEX

EXHIBIT
NO.            DESCRIPTION
--             -----------

10.1  -- Second Amendment to Indenture and Servicing Agreement relating to
         the warehouse facility

10.2  -- Third Amendment to Indenture and Servicing Agreement relating to the
         warehouse facility

10.3  -- Indenture and Servicing Agreement relating to Midland
         Receivables-Backed Notes, Series 1999-1

10.4  -- Insurance and Reimbursement Agreement relating to Midland
         Receivables-Backed Notes, Series 1999-1

10.5  -- First Amendment to Indenture and Servicing Agreement relating to
         Midland Receivables-Backed Notes, Series 1999-1

27.1  -- Financial Data Schedule for the nine month period ended September
         30, 2000 submitted to the Securities and Exchange Commission in
         electronic format.





<PAGE>   1
                                                                   Exhibit 10.1

                                                                  EXECUTION COPY


              SECOND AMENDMENT TO INDENTURE AND SERVICING AGREEMENT

                    (FLOATING RATE MIDLAND RECEIVABLES-BACKED
                     VARIABLE FUNDING NOTES, SERIES 1999-A)


      This SECOND AMENDMENT TO INDENTURE AND SERVICING AGREEMENT, dated as of
January 31, 2000 (this "Amendment"), is executed by and among Midland Funding
98-A Corporation, as issuer (the "Issuer"), 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. Pursuant to that certain Funding Agreement dated as of January 14, 2000
among the Issuer, the Servicer, the Trustee, the Backup Servicer, the
 Note
Insurer and the Noteholders, each party agreed to certain amendments to the
Indenture and Servicing Agreement and also agreed to execute an amendment to the
Indenture and Servicing Agreement containing the provisions set forth herein;
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 replacing the percentages set forth in the tables
found in the definition of "Acquisition Price" with the following:



                                       1

<PAGE>   2

<TABLE>
<CAPTION>

            NUMBER OF PRIOR             MAJOR CARD       OTHER CARD
            AGENCY PLACEMENTS           PERCENTAGE       PERCENTAGE
<S>                                     <C>               <C>
            Zero                          10.00             8.00%
            One                           8.20%             6.60%
            Two                           3.60%             2.90%
            Three or more                 2.00%             1.60%
</TABLE>


<TABLE>
<CAPTION>
            AVERAGE AGE                  MAJOR CARD       OTHER CARD
            SINCE CHARGE-OFF             PERCENTAGE       PERCENTAGE
<S>                                      <C>              <C>
            0 Months                     10.00%             8.00%
            1-3 Months                    9.10%             7.30%
            4-6 Months                    8.20%             6.60%
            7-9 Months                    6.70%             5.40%
            10-12 Months                  5.30%             4.20%
            13-15 Months                  4.60%             3.70%
            16-18 Months                  4.10%             3.30%
            19-21 Months                  4.00%             3.20%
            22-24 Months                  3.80%             3.10%
            25-30 Months                  3.50%             2.80%
            31-36 Months                  2.80%             2.30%
            37-42 Months                  2.30%             1.80%
            43-48 Months                  1.50%             1.20%
            49 or more Months             0.00%             0.00%
</TABLE>



      (b) Section 1.01 is amended by adding the following language to the
definition of Funding Amount in Clause A of such definition, immediately
preceding the word ", minus (B)":

            or for Pools purchased under a forward flow contract, prior to any
            Pool purchased under such forward flow contract demonstrating
            Satisfactory Performance, eighty-five and a half percent (85.5%) for
            Major Cards and eighty-one percent (81%) for Other Cards (and upon
            any Pool purchased under such forward flow contract demonstrating
            Satisfactory Performance, an amount equal to one ninth (1/9) of all
            Fundings with respect to all Pools purchased under such forward flow
            contract prior to such Satisfactory Performance.

      (c) Section 1.01 is amended by adding 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 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, 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 provider,
            terms and conditions reasonably acceptable to the Controlling Party,
            and the remaining term of each of which is at least 6

                                       2

<PAGE>   3
            months; provided that, prior to the earlier of April 15, 2000 or the
            day upon which the Servicer receives written notice that such
            Promissory Note will not be renewed with respect to the Third
            Amended and Restated Promissory Note payable to Bank of America,
            N.A., availability under such Promissory Note shall be included
            notwithstanding the stated maturity of April 15, 2000.

      (d) Section 1.01 is amended by replacing the period (".") at the end of
the definition of Required Reserve Amount and adding the following language
thereto to read as follows:

            ; provided that, if the Servicer or Issuer fail to comply with
            Section 3.10(b), Section 8.07(p), Section 9.01(n) and the delivery
            of the monthly compliance report pursuant to Section 3.06(a), then
            so long as such failure continues and if the Issuer submits a
            Request for Funding during the continuation of such failure, then
            upon the related Funding, the Required Reserve Amount shall be
            increased by the amount of such Funding.

      (e) Section 1.01 is amended by adding the following definition:

            "Satisfactory Performance" shall mean, for a Pool purchased,
            cumulative collections shall exceed 20% of the respective Purchase
            Price by the end of the sixth full month since purchase.

      (f) Section 3.10 is amended by adding "(a)" to the existing paragraph and
by adding a new subsection (b) thereafter to read as follows:

            (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 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.

      (g) Section 3.06(a) is amended by adding the following sentence thereto:

            The Servicer shall include as part of each Monthly Servicing Report
            a monthly compliance report calculated as of the end of each
            Collection Period substantially in the form attached hereto as
            Exhibit 3.06(a).


                                       3

<PAGE>   4
      (h) Section 6.11 is amended by adding a new subsection (j) thereto to read
as follows:

            (j) If the Servicer or Issuer fail to comply with Section 3.10(b),
            Section 8.07(p), Section 9.01(n) and the delivery of the monthly
            compliance report pursuant to Section 3.06(a), then so long as such
            failure continues, the Noteholders shall not be required to make
            such a Funding during such time unless (i) such Funding is required
            pursuant to this Agreement and (ii) the Issuer concurrent with such
            Funding, deposits an amount in the Reserve Account so that after
            such Funding the balance in the Reserve Account shall equal the then
            adjusted Required Reserve Amount.


      (i) Section 7.07 is amended by adding a new subsection (s) thereto to read
as follows:

            (s) The Issuer shall provide the Trustee within ten (10) Business
            Days subsequent to each Funding Date a CD-ROM or computer tape
            listing of all Receivables which became subject to this Agreement on
            such Funding Date.

      (j) Section 8.07 is amended by adding a new subsection (p) thereto to read
as follows:

            (p) The Servicer shall not purchase more than $3,000,000 of
            additional receivables under or in connection with a Consumer
            Account during each period that the Servicer has less than
            $10,000,000 in Liquidity.

      (k) Section 9.01 is amended by replacing the period (".") at the end of
subsection (m) with ";or" and adding a new subsection (n) and (o) thereto to
read as follows:

            (n) the Servicer shall have at any time during the periods set forth
            below, Liquidity in at least the amounts set forth below:

<TABLE>
<CAPTION>
            Period (all dates inclusive)                Required Liquidity
            ----------------------------                ------------------
<S>                                                     <C>
            Closing Date - March 31, 2000               $5,000,000
            April 1- April 30, 2000                     $4,250,000
            May 1- May 31, 2000                         $3,500,000
            June 1- June 30, 2000                       $3,000,000
            July 1- July 31, 2000                       $2,500,000
            August 1- August 31, 2000                   $1,750,000
            September 1- September 30, 2000             $1,250,000
            October 1 - November 29, 2000               $1,000,000
            November 30 - December 30, 2000             $2,000,000
            December 31, 2000 - January 30,2001         $3,250,000
            January 31 - February 27, 2001              $4,250,000
            February 28, 2001 and thereafter            $5,000,000
</TABLE>


            ; or

            (o) the existence and continuation of a "Servicer Default" or an
            "Event of Default" (which has not been waived) as defined in and
            pursuant to any securitization transaction to which the Servicer and
            Note Insurer are parties.


                                       4

<PAGE>   5
      (l) Section 9.02(a) is amended by deleting the first sentence in its
entirety and replacing it with the following:

            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 calendar quarter, unless the Servicer
            is appointed by the Controlling Party for successive quarterly
            periods. 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, or if the Controlling Party does not appoint the
            Servicer to a successive quarterly term at least ten (10) Business
            Days prior to the end of a calendar quarter, the Trustee shall, upon
            the direction of the Controlling Party, by notice then given in
            writing to the Servicer and the Note Insurer terminate 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.

      (m) Section 9.08 is amended by replacing the period (".") at the end of
subsection (k) with ";or" and adding a adding a new subsection (l) thereto to
read as follows:

            (l) the Issuer does not deposit in the Reserve Account the required
            amount indicated in the proviso of the definition of Required
            Reserve Amount within two Business Days of the date of the related
            Funding.

      SECTION 2. 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 and the Note Insurer
                  shall have received counterparts of this Amendment, duly
                  executed by the parties hereto; and

            (b)   the Trustee shall have furnished the Rating Agency and the
                  Placement Agent with written notification of the substance of
                  this Amendment.

      SECTION 3. 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 4. 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 5. 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

                                       5

<PAGE>   6
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.

      SECTION 6. 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 7. 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 8. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have the meanings given to such terms in the Indenture and
Servicing Agreement.


                   (BALANCE OF PAGE INTENTIONALLY LEFT BLANK)



                                       6

<PAGE>   7
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:
                                       ---------------------------------------
                                         R. Brooks Sherman, Treasurer


                                    MIDLAND CREDIT MANAGEMENT, INC., as Servicer

                                    By:
                                       ---------------------------------------
                                      R. Brooks Sherman, Executive Vice
                                      President


                                    NORWEST BANK MINNESOTA, National
                                    ASSOCIATION, not in its individual
                                    capacity, but solely as Trustee and as
                                    Backup Servicer

                                    By:
                                       ---------------------------------------
                                            Casey Kelly, Corporate Trust Officer


                                    ASSET GUARANTY INSURANCE COMPANY

                                    By:
                                       ---------------------------------------
                                            Scott Mangan, Vice President


                                    BANCO SANTANDER CENTRAL HISPANO, S.A., NEW
                                    YORK BRANCH

                                    By:
                                       ---------------------------------------
                                    Name:
                                       ---------------------------------------
                                     Title:
                                         -------------------------------------


                                    By:
                                       ---------------------------------------
                                    Name:
                                       ---------------------------------------
                                    Title:
                                       ---------------------------------------

                                    WAREHOUSE LINE, L.L.C.

                                    By:
                                       ---------------------------------------
                                    Name:
                                       ---------------------------------------
                                     Title:
                                         -------------------------------------



                                       7

<PAGE>   8
                                 EXHIBIT 3.06(a)

                            MONTHLY COMPLIANCE REPORT
                         MIDLAND CREDIT MANAGEMENT, INC.
                                       FOR
          FLOATING RATE MIDLAND RECEIVABLES-BACKED NOTES, SERIES 1999-A

      Pursuant to the Indenture and Servicing Agreement, dated as of March 31,
1999 (the "Indenture and Servicing Agreement"), Midland Credit Management, Inc.,
as "Servicer" submits the following information for the Collection Period set
out herein as it relates to the Floating Rate Midland Receivables-Backed 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. LIQUIDITY

Cash                                                        $_____________

Availability under the Third Amended and                    $_____________
Restated Promissory Note payable to Bank
of America N.A. (the "B of A Note")

      Total amount available under the
      B of A Note                   $________________

      Maturity Date                 _________________
Other Liquidity

Source:
1) __________________________________                 $_____________

      Total amount available under such
      source                              $________________

      Commitment Expiration Date          _________________



                                      A-1

<PAGE>   9
2) __________________________________                           $_____________

      Total amount available under such
      source                              $________________

      Commitment Expiration Date          _________________

3) __________________________________                           $_____________

      Total amount available under such
      source                              $________________

      Commitment Expiration Date          _________________

4) __________________________________                           $_____________

      Total amount available under such
      source                              $________________

      Commitment Expiration Date          _________________

Total Liquidity                                                 $_____________



B.  POOL INFORMATION

1. Acquisition Date - Section 2.04(l)(i)

<TABLE>
<CAPTION>

                  Pool #        Date of Acquisition
                                   (2.04(l)(i))
<S>                             <C>

</TABLE>



                                      A-2

<PAGE>   10
2. Originator Concentration - Section 2.04(l)(iv)



<TABLE>
<CAPTION>

                  Name of Originator     Charged-Off Balance of
                                          Receivables acquired
                                          from such Originator
                                             divided by the
                                         Charged-Off Balance of
                                            all Receivables
                                            (expressed as a
                                              percentage)
               --------------------------------------------------
<S>                                      <C>

</TABLE>



3. Average Age Since Charge-Off - Section 2.04(l)(v)


      The Average Age since Charge-Off for all Receivables is _________ months.


4. State Concentration - Section 2.04(l)(vi)


<TABLE>
<CAPTION>
  Obligor Location by     Charged-Off Balance    Charged-Off Balance of
    mailing address                                Location divided by
                                                  aggregate Charged-Off
                                                     Balance of all
                                                       Receivables
-----------------------------------------------------------------------
<S>                       <C>                   <C>

</TABLE>



5. Average Charged-Off Balance - Section 2.04(l)(vii)


      The Average Charged-Off Balance of all Receivables (per account) is
$               .


6. Charged-Off Balance Concentration Limit - Section 2.04(l)(viii)


      The percentage of accounts with a Charged-Off Balance in excess of
$7,500.00 is    %.


                                      A-3

<PAGE>   11
7. Originating Institution Concentration Limits - Section 2.04(l)(ix)


<TABLE>
<CAPTION>
 Rating Agency Rating of the   Charged-Off Balance of    Charged-Off Balance of
 Originating Institution(s)      accounts related to      accounts related to
                               Major Cards divided by    Other Cards divided by
                                    the aggregate            the aggregate
                               Charged-Off Balance of    Charged-Off Balance of
                                   the Receivables          the Receivables
                                   (expressed as a          (expressed as a
                                     percentage)              percentage)
---------------------------------------------------------------------------------
<S>                            <C>                       <C>
A- or Better

BBB+

BBB

BBB-

BB+

BB and lower (including
unrated)
</TABLE>




8. Previous Agency Placement Concentration Limits - Section 2.04(l)(x)

<TABLE>
<CAPTION>

 Previous Agency Placement     Charged-Off Balance           Percentage of
                                                        Charged-Off Balance to
                                                             the aggregate
                                                        Charged-Off Balance of
                                                            the Receivables
------------------------------------------------------------------------------
<S>                             <C>                     <C>
Zero

One

Two

Three
</TABLE>



9. Private Label Retail Receivables Concentration Limit - Section 2.04(l)(xi)

      The aggregate Charged-Off Balances of all private label retail Receivables
is     % of the aggregate Charged-Off Balance of all Receivables.

C. MONTHLY COLLECTIONS


<TABLE>
<CAPTION>

  Pool #       Collections for the       Servicing Fee Percentage
                Collection Period
--------------------------------------------------------------------
<S>            <C>                       <C>

</TABLE>


                                      A-4



<PAGE>   1
                                                                   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-.

                                      -1-

<PAGE>   2
            (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

                                      -2-

<PAGE>   3
                  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

                                      -3-

<PAGE>   4
                  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.

                                      -4-

<PAGE>   5
            (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.

                                      -5-

<PAGE>   6
            (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 


                                      -6-

<PAGE>   7
                  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-

                                      -7-

<PAGE>   8
                  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

                                      -8-

<PAGE>   9
                  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.

                                      -9-

<PAGE>   10
             (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


                                      -10-

<PAGE>   11
                  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.

                                      -11-

<PAGE>   12
         (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-



<PAGE>   1
                                                                    Exhibit 10.3

                                                                  EXECUTION COPY


                        INDENTURE AND SERVICING AGREEMENT

                      MIDLAND RECEIVABLES 99-1 CORPORATION

                                    as Issuer


                                       and

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,


                         as Trustee and Backup Servicer

                                       and

                        MIDLAND CREDIT MANAGEMENT, INC.,

                                   as Servicer

                                       and

                        ASSET GUARANTY INSURANCE COMPANY
                                 as Note Insurer

                          Dated as of December 14, 1999

               MIDLAND RECEIVABLES-BACKED NOTES, SERIES 1999-1

<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                              Page
                                                                              ----
<S>                                                                          <C>
Article I Definitions.......................................................   1

      SECTION 1.01   Definitions............................................   1
      SECTION 1.02   Interpretation.........................................  14

Article II Creation of Trust Estate; Custody of Receivable Files
            Representations Regarding Receivables; Discharge................  15

      SECTION 2.01   Creation of Trust Estate...............................  15
      SECTION 2.02   Custody Of  Receivable Files...........................  16
      SECTION 2.03   Acceptance By Trustee..................................  17
      SECTION 2.04   Representations and Warranties of Issuer as to the
                     Receivables............................................  17
      SECTION 2.05   Reacquisition of Receivables Upon Breach...............  18
      SECTION 2.06   Duties of Servicer as Custodian........................  19
      SECTION 2.07   Instructions; Authority to Act.........................  20
      SECTION 2.08   Indemnification of Custodian...........................  20
      SECTION 2.09   Effective Period and Termination.......................  20
      SECTION 2.10   Agent for Service......................................  21
      SECTION 2.11   Satisfaction and Discharge of Indenture................  21
      SECTION 2.12   Application of Trust Money.............................  22

Article
 III Administration and Servicing of Receivables.....................  22

      SECTION 3.01   Duties of Servicer.....................................  22
      SECTION 3.02   Collection of Receivable Payments......................  23
      SECTION 3.03   Covenants of Servicer..................................  23
      SECTION 3.04   Purchase of Receivables Upon Breach and Other Events...  24
      SECTION 3.05   Servicing Fee; Payment of Certain Expenses By Servicer.  25
      SECTION 3.06   Monthly Servicer Report; Servicer's Remittance Date
                     Certificate............................................  25
      SECTION 3.07   Annual Statement as to Compliance; Notice of Default...  26
</TABLE>


                                       ii

<PAGE>   3

<TABLE>
<CAPTION>

                                                                              Page
                                                                              ----
<S>                                                                          <C>
      SECTION 3.08   Periodic Accountants Report............................  26
      SECTION 3.09   Quarterly Servicer's Compliance Report.................  26
      SECTION 3.10   Access to Certain Documentation and Information........  27
      SECTION 3.11   Reports to Noteholders, the Rating Agency and the
                     Placement Agent........................................  27
      SECTION 3.12   Tax Treatment..........................................  28

      SECTION 3.13   Sale of Permitted Sale Receivables.....................  28
      SECTION 3.14   Subservicers...........................................  28

Article IV The Accounts; Payments; Statements to Noteholders................  29


      SECTION 4.01   Accounts...............................................  29
      SECTION 4.02   Collections............................................  30
      SECTION 4.03   Additional Deposits....................................  30
      SECTION 4.04   Allocations and Payments...............................  30
      SECTION 4.05   Reserve Account........................................  33
      SECTION 4.06   Note Payment Account...................................  34
      SECTION 4.07   Statements to Noteholders..............................  34

Article V The Policy........................................................  34

      SECTION 5.01   The Policy.............................................  34
      SECTION 5.02   Claims Under Policy....................................  35
      SECTION 5.03   Surrender of Policy....................................  36
      SECTION 5.04   Rights of Subrogation and Assignment...................  36

Article VI The Notes........................................................  36

      SECTION 6.01   The Notes..............................................  36
      SECTION 6.02   Authentication and Delivery of the Notes...............  37
      SECTION 6.03   Registration of Transfer and Exchange of Notes.........  37
      SECTION 6.04   Mutilated, Destroyed, Lost or Stolen Notes.............  41
      SECTION 6.05   Persons Deemed Owners..................................  42
</TABLE>


                                      iii

<PAGE>   4

<TABLE>
<CAPTION>

                                                                              Page
                                                                              ----
<S>                                                                          <C>
      SECTION 6.06   Access to List of Noteholders' Names and Addresses.....  42
      SECTION 6.07   Surrendering of Notes..................................  42
      SECTION 6.08   Maintenance of Office or Agency........................  42
      SECTION 6.09   Confidential Information...............................  43

Article VII The Issuer......................................................  43

      SECTION 7.01   Representations of Issuer..............................  43
      SECTION 7.02   Reacquisition of Receivables Upon Breach...............  49
      SECTION 7.03   Liability of Issuer....................................  49
      SECTION 7.04   Merger or Consolidation of, or Assumption of the
                     Obligations of, the Issuer; Certain Limitations........  50
      SECTION 7.05   Limitation on Liability of Issuer and Others...........  51
      SECTION 7.06   Issuer May Own Notes...................................  51
      SECTION 7.07   Covenants of Issuer....................................  51

Article VIII The Servicer...................................................  56

      SECTION 8.01   Representations of Servicer............................  56
      SECTION 8.02   Liability of Servicer; Indemnities.....................  58
      SECTION 8.03   Merger or Consolidation of, or Assumption of the
                     Obligations of, the Servicer...........................  59
      SECTION 8.04   Limitation on Liability of Servicer and Others.........  60
      SECTION 8.05   Servicer Not to Resign.................................  60
      SECTION 8.06   Backup Servicing.......................................  61
      SECTION 8.07   General Covenants of Servicer..........................  62

Article IX Servicer Default; Events of Default; Remedies....................  66

      SECTION 9.01   Servicer Default.......................................  66
      SECTION 9.02   Consequences of a Servicer Default; Termination........  69
      SECTION 9.03   Backup Servicer to Act; Appointment of Successor
                     Servicer...............................................  70
      SECTION 9.04   Notification to Note Insurer, Noteholders, Rating Agency
                     and Placement Agent....................................  71
</TABLE>


                                       iv

<PAGE>   5

<TABLE>
<CAPTION>

                                                                              Page
                                                                              ----
<S>                                                                          <C>
      SECTION 9.05   Waiver of Past Servicer Defaults.......................  71
      SECTION 9.06   [Reserved].............................................  72
      SECTION 9.07   Subservicers...........................................  72
      SECTION 9.08   Events of Default......................................  73
      SECTION 9.09   Acceleration of Maturity; Rescission and Annulment.....  74
      SECTION 9.10   Collection of Indebtedness and Suits for Enforcement by
                     Trustee................................................  75
      SECTION 9.11   Remedies...............................................  75
      SECTION 9.12   Trustee May File Proofs of Claim.......................  76
      SECTION 9.13   Trustee May Enforce Claims without Possession of Notes.  76
      SECTION 9.14   Application of Money Collected.........................  76
      SECTION 9.15   Limitation on Suits....................................  77
      SECTION 9.16   Unconditional Rights of Noteholders to Receive
                     Principal and Interest.................................  77
      SECTION 9.17   Restoration of Rights and Remedies.....................  78
      SECTION 9.18   Rights and Remedies Cumulative.........................  78
      SECTION 9.19   Delay or Omission Not Waiver...........................  78
      SECTION 9.20   Control by Controlling Party...........................  78
      SECTION 9.21   Waiver of Past Defaults................................  79
      SECTION 9.22   Undertaking for Costs..................................  79
      SECTION 9.23   Waiver of Stay or Extension Laws.......................  79
      SECTION 9.24   Sale of Trust Estate...................................  79
      SECTION 9.25   Action on Notes........................................  81
      SECTION 9.26   No Recourse to Other Trust Estates or Other Assets of
                     the Issuer.............................................  81
      SECTION 9.27   License................................................  81

Article X The Trustee.......................................................  82

      SECTION 10.01  Duties of Trustee......................................  82
      SECTION 10.02  Trustee's Certificate..................................  83
      SECTION 10.03  Trustee's Release of Removed Receivables...............  83
</TABLE>


                                       v

<PAGE>   6

<TABLE>
<CAPTION>

                                                                              Page
                                                                              ----
<S>                                                                          <C>
      SECTION 10.04  Certain Matters Affecting the Trustee..................  84
      SECTION 10.05  Limitation on Trustee's Liability......................  85
      SECTION 10.06  Trustee May Own Notes..................................  86
      SECTION 10.07  Trustee's Fees and Expenses............................  86
      SECTION 10.08  Indemnity of Trustee, Backup Servicers and Successor
                     Servicer...............................................  87
      SECTION 10.09  Eligibility Requirements for Trustee...................  87
      SECTION 10.10  Resignation or Removal of Trustee......................  88
      SECTION 10.11  Successor Trustee......................................  88
      SECTION 10.12  Merger or Consolidation of Trustee.....................  89
      SECTION 10.13  Appointment of Co-Trustee or Separate Trustee..........  89
      SECTION 10.14  Representations and Warranties of Trustee..............  90
      SECTION 10.15  Tax Returns............................................  91
      SECTION 10.16  Trustee May Enforce Claims Without Possession of Notes.  91
      SECTION 10.17  Suit for Enforcement...................................  91
      SECTION 10.18  Rights of Noteholders to Direct Trustee................  92
      SECTION 10.19  Confidential Information...............................  92

Article XI Redemption.......................................................  93

      SECTION 11.01  Redemption at the Option of the Issuer; Election to
                     Redeem.................................................  93
      SECTION 11.02  Deposit of Redemption Amount...........................  93
      SECTION 11.03  Notice of Redemption by the Trustee....................  93

Article XII Miscellaneous Provisions........................................  93

      SECTION 12.01  Amendment..............................................  93
      SECTION 12.02  Protection of Title to Trust Estate....................  95
      SECTION 12.03  Limitation of Rights of Noteholders....................  96
      SECTION 12.04  Governing Law..........................................  97
      SECTION 12.05  Notices................................................  97
      SECTION 12.06  Severability of Provisions; Counterparts...............  97
</TABLE>


                                       vi

<PAGE>   7

<TABLE>
<CAPTION>

                                                                              Page
                                                                              ----
<S>                                                                          <C>
      SECTION 12.07  Assignment.............................................  98
      SECTION 12.08  No Petition............................................  98
      SECTION 12.09  Noteholder Direction...................................  98
      SECTION 12.10  No Substantive Review of Compliance Documents..........  98
      SECTION 12.11  Trading of Notes.......................................  99
</TABLE>


                                      vii

<PAGE>   8
                        INDENTURE AND SERVICING AGREEMENT



      This Indenture and Servicing Agreement, dated as of December 14, 1999 (the
"Agreement") is executed by and among Midland Receivables 99-1 Corporation, as
issuer (the "Issuer"), 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") and Asset Guaranty Insurance Company, as note insurer (the "Note
Insurer").


      In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and the Noteholders to
the extent provided herein:

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01      DEFINITIONS.

      Except as otherwise provided in this Agreement, whenever used herein, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

      "Accounts" means the Collection Account, the Reserve Account and the
Note Payment Account.

      "Accredited Investor" shall have the meaning assigned to such term in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

      "Acquisition Payment" means, with respect to any Removed Receivable
acquired by the Issuer or the Servicer under this Agreement and as of the
Remittance Date on which the "Acquisition Payment" must be made, the excess, if
any, of (i) the product of the Original Note Balance and a fraction, the
numerator of which is the Charged-Off Balance of such Receivable and the
denominator of which is the Charged-Off Balance of all the Receivables over (ii)
the product of the aggregate amount of all Net Proceeds collected, received or
otherwise recovered on and after the Closing Date with respect to such Removed
Receivable, and a factor equal to the difference between 100% and the Servicing
Fee Percentage, in each case determined as of such Remittance Date.

      "Additional Premium Rate" has the meaning assigned to such term in the
Premium Letter.

      "Adverse Claim" means a lien, security interest, charge, encumbrance or
other right or claim of any Person.

      "Affiliate" means, with respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control," when used with respect to any
specified Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the term "controlling" and
"controlled" have meanings correlative to the foregoing.

<PAGE>   9
      "Agreement" means this Indenture and Servicing Agreement, relating to
Midland Receivables-Backed Notes, Series 1999-1 dated as of December 14, 1999
among Midland Receivables 99-1 Corporation, as Issuer, Norwest Bank Minnesota,
National Association, as Trustee and Backup Servicer, Midland Credit Management,
Inc., as Servicer, and Asset Guaranty Insurance Company, as Note Insurer, as the
same may be amended or supplemented from time to time.

      "Applicants" shall have the meaning specified in Section 6.06.

      "Asset Sale Agreement" means each agreement entered into between Midland
Credit Management, Inc., and each Originating Institution in connection with the
purchase of the Receivables therein from such Originating Institution.

      "Available Funds" means, with respect to any Payment Date and the
immediately preceding Determination Date, the sum of (i) the Net Proceeds with
respect to each Receivable and received in the Collection Account during the
Collection Period then most recently concluded, plus (ii) all available funds on
deposit in the Collection Account (other than Net Proceeds of Receivables) as of
the opening of business of the Trustee on such Determination Date.

      "Backup Servicer" means Norwest Bank Minnesota, National Association and
any successor in interest.

      "Backup Servicing Fee" means the fee payable to the Backup Servicer on
each Payment Date for services rendered pursuant to this Agreement, which shall
be equal to the greater of (a) $1,000 per month, or (b) an amount per month
equal to one-twelfth of 18.5 basis points (0.185%) per annum times the Note
Balance as of the immediately preceding Payment Date (after giving effect to
payments in reduction of the Note Balance made on such immediately preceding
Payment Date, if any); provided, however, that with respect to the initial
Payment Date, the Backup Servicing Fee shall be pro-rated based upon a fraction,
the numerator of which is the number of days from and including the Closing Date
through January 31, 2000, and the denominator of which is 30.

      "Base Premium Rate" has the meaning assigned to such term in the Premium
Letter.

      "Benefit Plan" means with respect to any Person any employee benefit plan
as defined in Section 3(3) of ERISA in respect of which the Person or any ERISA
Affiliate of such Person is, or at any time during the immediately preceding six
years was, an "employer" as defined in Section 3(5) of ERISA.

      "Business Day" means any day other than a Saturday, a Sunday, or a day on
which banking institutions in the State of Kansas, the State of Minnesota or the
State of New York are required or authorized by law, regulation, executive order
or governmental decree to be closed.

      "Bylaws" means the bylaws of Issuer.

      "Certificate of Incorporation" means the Certificate of Incorporation of
the Issuer.

      "Charged-Off Balance" means, with respect to each Receivable, the original
charged-off balance as required to be set forth in the related Schedule of
Receivables.

                                      -2-

<PAGE>   10
      "Closing Date" means January 14, 2000.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Collection Account" means the segregated account or accounts, each of
which shall be an Eligible Account, established and maintained pursuant to
Section 4.01 and entitled "Norwest Bank Minnesota, National Association, as
Trustee for Midland Receivables-Backed Notes, Series 1999-1 Collection Account."

      "Collection Period" means, with respect to any Remittance Date,
Determination Date or Payment Date, the period beginning on the first day of the
calendar month immediately preceding the month in which such Remittance Date,
Determination Date or Payment Date occurs and ending on the last day of such
calendar month; provided, however, that the initial Collection Period begins on
the Closing Date and ends on January 31, 2000.

      "Consumer Account" means any consumer bank or retail credit card account.

      "Controlling Party" means, at any time during which an Insurer Default
shall be in effect, the Noteholders with Voting Interests of at least 51% of all
outstanding Voting Interests and, at all other times, the Note Insurer.

      "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of execution of this Agreement is located at Sixth
Street and Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services/Asset-Backed Administration.

      "Customary Procedures" means the customary practices, policies, standards
and procedures of the Servicer relating to the acquisition and collection of
comparable defaulted consumer receivables that it services for itself or others,
in each case as in effect on the Closing Date (which include backup servicing
files, disaster recovery plans and enforcement of rights under Asset Sale
Agreements), as the same may be modified by the Servicer from time to time
thereafter with, in each case of a material change thereto, prompt notice to the
Note Insurer.

      "Cut-Off Date" means January 1, 2000.

      "Determination Date" means, with respect to any Payment Date, the second
Business Day immediately preceding such Payment Date.

      "Eligible Account" means (A) a segregated account or accounts maintained
with an institution the deposits of which are insured by the Bank Insurance Fund
or the Savings Association Insurance Fund of the FDIC, the unsecured and
uncollateralized debt obligations of which shall be rated "AA" or better by the
Required Rating Agencies then providing a long term debt rating for such
institution and in the highest available short term rating category by the
Required Rating Agencies then providing a short term debt rating for such
institution, and that is (i) a federal savings and loan association duly
organized, validly existing and in good standing under the federal banking laws,
(ii) a banking or savings and loan association duly organized, validly existing
and in good standing under the applicable laws of any state, (iii) a national
banking association duly organized, validly existing and in good standing under
the federal banking laws, or (iv) a principal subsidiary of a bank holding
company, or (B) a segregated trust account (which shall be a "special deposit
account") maintained in the trust department of a

                                      -3-

<PAGE>   11
federal or state chartered depository institution or trust company, having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity. Any Eligible Accounts maintained with the Trustee shall conform to the
preceding clause (B). Any Account maintained at an institution other than the
Trustee must be subject to an agreement with such institution among Servicer,
Issuer and Trustee which must be satisfactory to Note Insurer in form and
substance.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "ERISA Affiliate" means with respect to any Person (a) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as such Person; (b) a trade or business
(whether or not incorporated) under common control (within the meaning of
Section 414(c) of the Code) with such Person, or (c) a member of the same
affiliated service group (within the meaning of Section 414(m) of the Code) as
such Person, any corporation described in clause (a) above or any trade or
business described in clause (b) above.

      "Event of Default" shall have the meaning specified in Section 9.08.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "FDIC" means the Federal Deposit Insurance Corporation, and its
successors.

      "Final Payment Date" shall mean the earlier of December 15, 2004, or (ii)
the Payment Date which follows the Payment Date on which all proceeds of a sale
of the Trust Estate pursuant to Section 9.24 were distributed.

      "FNMA" means the Federal National Mortgage Association, and its
successors.

      "GAAP" means generally accepted accounting principles that are (i)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time,
and (ii) consistently applied with past financial statements of the Servicer and
its subsidiaries; provided that a certified public accountant would, insofar as
the use of such accounting principles is pertinent, be in a position to deliver
an unqualified opinion (other than a qualification regarding changes in
generally accepted accounting principles) as to financial statements in which
such principles have been properly applied.

      "Insolvency Event" means, with respect to a specified Person, (a) the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or the filing of a petition against such Person
in an involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, which case remains unstayed and
undismissed within 30 days of such filing, or the appointing of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or the ordering of the
winding-up or liquidation of such Persons business; or (b) the commencement by
such Person of a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by such Person to
the entry of an order for relief in an involuntary case under any such law, or
the consent by such Person to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or the
making by such Person

                                      -4-

<PAGE>   12
of any general assignment for the benefit of creditors, or the failure by such
Person generally to pay its debts as such debts become due or the admission by
such Person of its inability to pay its debts generally as they become due.

      "Insolvency Proceeding" means any proceeding of the sort described in the
definition of Insolvency Event.

      "Insurance Agreement" means the Insurance and Reimbursement Agreement
between the Servicer, the Issuer and Asset Guaranty Insurance Company, dated as
of December 14, 1999.

      "Insurer Default" means the occurrence of any of the following:

            (i) the Note Insurer shall fail to pay when, as and in the amounts
required, any amount payable under the Policy and such failure continues
unremedied for two Business Days; (ii) the Superintendent of Insurance of the
State of New York (or any Person succeeding to the duties of such
Superintendent) (for the purpose of this paragraph (b), the "Superintendent")
shall apply for an order (A) pursuant to Section 7402 of the New York Insurance
Law (or any successor provisions thereto), directing him to rehabilitate the
Note Insurer, (B) pursuant to Section 7404 of the New York Insurance Law (or any
successor provision thereto), directing him to liquidate the business of the
Note Insurer or (C) pursuant to Section 7416 of the New York Insurance Law (or
any successor provision thereto), dissolving the corporate existence of the Note
Insurer and such application shall not be dismissed or withdrawn during a period
60 consecutive days or a court of competent jurisdiction enters an order
granting the relief sought; (iii) the Superintendent shall determine that the
Note Insurer is insolvent within the meaning of Section 1309 of the New York
Insurance Law; (iv) the Note Insurer shall commence a voluntary case or other
proceeding seeking rehabilitation, liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors; or (v) an involuntary case or other proceeding shall
be commenced against the Note Insurer seeking rehabilitation, liquidation,
reorganization or other relief with respect to it or its debts under a
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property and such case or
proceeding is not dismissed or otherwise terminated within a period of 60
consecutive days or a court of competent jurisdiction enters an order granting
the relief sought in such case or proceeding.

      "Interest Carryover Shortfall" means, with respect to any Payment Date,
the excess, if any, of (i) the Interest Distributable Amount for such Payment
Date and all prior Payment Dates, over (ii) the amount of interest, if any,
actually paid to Noteholders on such Payment Date and all prior Payment Dates.

      "Interest Distributable Amount" means, with respect to any Payment Date,
the product of (A) one-twelfth of the Note Rate and (B) the Note Balance as of
the last day of the immediately preceding Collection Period or, in the case of
the initial Payment Date, the Original Note

                                      -5-

<PAGE>   13
Balance; provided, however, that with respect to the initial Payment Date, the
amount calculated in accordance with the preceding clause shall be multiplied by
a fraction, the numerator of which is the number of days from and including the
Closing Date through but excluding February 15, 2000 and the denominator of
which is 30.

      "Interest Distribution Period" means, with respect to the initial Payment
Date, the period of time commencing on and including the Closing Date and ending
on and not including such initial Payment Date, and with respect to any
subsequent Payment Date, the period of time commencing on and including the
preceding Payment Date and ending on but not including such subsequent Payment
Date.

      "Investment Company Act" means the Investment Company Act of 1940, as
amended.

      "Issuer" means Midland Receivables 99-1 Corporation, in its capacity as
issuer of the Notes pursuant to this Agreement, and each successor thereto (in
the same capacity) pursuant to Section 7.04.

      "Lien" means any security interest, lien, charge, pledge, equity or
encumbrance of any kind.

      "Liquidity" means unrestricted cash and/or availability under one or more
committed working capital facilities the provider of each of which 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, 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 provider, terms and
conditions reasonably acceptable to the Controlling Party, and the remaining
term of each of which is at least 6 months; provided that, prior to the earlier
of April 15, 2000 or the day upon which the Servicer receives written notice
that such Promissory Note will not be renewed with respect to the Third Amended
and Restated Promissory Note payable to Bank of America, N.A., availability
under such Promissory Note shall be included notwithstanding the stated maturity
of April 15, 2000.

      "Midland" means Midland Credit Management, Inc., in its capacity as
seller under the SPC Receivables Contribution Agreement.

      "Monthly Servicer Report" means an Officer's Certificate of the Servicer
completed and executed pursuant to Section 3.06, substantially in the form
attached hereto as Exhibit A.

      "Nationally Recognized Statistical Rating Agency" means Duff & Phelps
Credit Rating Co., Fitch IBCA, Inc., Moody's Investors Service, Inc. and
Standard & Poor's Ratings Services, or any successor thereto.

      "Net Proceeds" means, with respect to a Receivable, all monies
representing collected available funds net of NSF checks received or otherwise
recovered from or for the account of the related Obligor on such Receivable
including, without limitation in connection with a Sale thereof. Third-Party
Fees incurred in connection with collecting a Receivable will be deducted from
collections on such Receivable by such third parties or by the Servicer on their
behalf and will not constitute Net Proceeds.


                                      -6-

<PAGE>   14
      "Note" means one of the 9.63% Midland Receivables-Backed Notes, Series
1999-1 executed by the Issuer and authenticated by the Trustee in substantially
the form attached hereto as Exhibit C.

      "Note Balance" shall initially equal, on the Closing Date, the Original
Note Balance and, as of any subsequent date of determination, shall equal the
Original Note Balance less all amounts paid to Noteholders on previous Payment
Dates and applied in reduction of the Note Balance pursuant to Section
4.04(b)(viii) or pursuant to Section 4.04(b)(ix)(A) through (D), inclusive.

      "Note Insurer" means Asset Guaranty Insurance Company.

      "Note Insurer Obligations" means all amounts from time to time payable to
the Note Insurer hereunder, under the Premium Letter or under the Insurance
Agreement, whether constituting principal or interest, whether fixed or
contingent, and howsoever arising (including, without limitation, all
Reimbursement Obligations, and any and all such interest, premiums, fees and
other obligations that accrue after the commencement of an Insolvency Proceeding
relating to the Issuer or the Servicer, in each such case whether or not allowed
as a claim in such Insolvency Proceeding).

      "Note Insurer Additional Premium" means the premium payable to the Note
Insurer in respect of the Policy, in an amount equal to the product of (i)
one-twelfth of a per annum rate equal to the Additional Premium Rate and (ii)
the average daily Note Balance during the preceding Collection Period.

      "Note Insurer Base Premium" means the premium payable to the Note Insurer
in respect of the Policy, in an amount equal to the product of (i) one-twelfth
of a per annum rate equal to the Base Premium Rate and (ii) the average daily
Note Balance during the preceding Collection Period.

      "Note Payment Account" means the segregated account or accounts, each of
which shall be an Eligible Account, established and maintained pursuant to
Section 4.01 and entitled "Norwest Bank Minnesota, National Association, as
Trustee for Midland Receivables-Backed Notes, Series 1999-1, Note Payment
Account."

      "Note Rate" means 9.63% per annum, calculated on the basis of a 360-day
year consisting of twelve (12) 30-day months.

      "Note Register" means the register maintained pursuant to Section 6.03.

      "Note Registrar" means the Trustee unless a successor thereto is appointed
pursuant to Section 6.03. The Note Registrar initially designates its offices at
Sixth Street and Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479
as its offices for purposes of Section 6.07.

      "Noteholder" means the Person in whose name a Note is registered in the
Note Register, except that, solely for the purposes of giving certain consents,
waivers, requests or demands pursuant to this Agreement the interests evidenced
by any Note registered in the name of, or in the name of a Person or entity
holding for the benefit of, the Issuer, the Servicer or any Person actually
known to a Responsible Officer of the Trustee to be controlling, controlled by
or under common control with the Issuer or the Servicer, shall not be taken into


                                      -7-

<PAGE>   15
account in determining whether the requisite percentage necessary to effect any
such consent, waiver, request or demand shall have been obtained.

      "Obligor" on a Receivable means any Person who owes or may be liable for
payments under such Receivable.

      "Officer's Certificate" means a certificate signed by a Responsible
Officer of the Issuer or the Servicer, as the case may be, and delivered to the
Trustee and Note Insurer.

      "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or outside counsel to the Person responsible for providing such
opinion, and which opinion shall be reasonably acceptable to the Trustee, the
Note Insurer and the other recipients thereof.

      "Original Note Balance" means $28,900,000.

      "Originating Institution" means any Person from which Midland has acquired
any Receivables and their successors and assigns.

       "Payment Date" means the fifteenth day of each calendar month or, if such
day is not a Business Day, the next succeeding Business Day, commencing February
15, 2000.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation and any Person
succeeding to the functions thereof.

      "Permitted Investments" means, at any time, any one or more of the
following obligations and securities:

            (i) obligations of, and obligations fully guaranteed as to timely
      payment of principal and interest by, the United States or any agency
      thereof, provided such obligations are backed by the full faith and credit
      of the United States;

            (ii) general obligations of, or obligations guaranteed by, FNMA or
      any state of the United States or the District of Columbia, which are then
      rated the highest available credit rating for such obligations by the
      Required Rating Agencies then providing such a rating;

            (iii) demand deposits, time deposits, or certificates of deposit of
      any depository institution or trust company (including the Trustee)
      organized under the laws of the United States or of any state thereof, the
      District of Columbia (or any branch of a foreign bank licensed under the
      laws of the United States of America or any State thereof) and subject to
      supervision and examination by banking authorities of one or more of such
      jurisdictions, provided that the short-term unsecured debt obligations of
      such depository institution or trust company are then rated the highest
      available credit rating for such obligations by the Required Rating
      Agencies then providing such a rating;

            (iv) repurchase obligations held by the Trustee that are acceptable
      to the Trustee with respect to any security described in clauses (i) or
      (ii) hereof or any other security issued or guaranteed by any other agency
      or instrumentality of the United States, in either case entered into with
      a federal agency or a depository institution or trust company (acting as
      principal) described in clause (iii) above, provided that the party


                                      -8-

<PAGE>   16
      agreeing to repurchase such obligations shall have the highest available
      short-term debt rating from the Required Rating Agencies then providing
      such a rating; and

            (v) freely redeemable shares in money market funds (including such
      funds for which the Trustee or an Affiliate of the Trustee serves as an
      investment advisor, administrator, shareholder servicing agent and/or
      custodian or subcustodian) which invest solely in the types of instruments
      and obligations described in clauses (i) through (iv) above, so long as
      such funds are then rated in the highest available rating category for
      money market funds by the Required Rating Agencies then providing such a
      rating and notwithstanding that (i) the Trustee or an Affiliate of the
      Trustee may charge and collect fees and expenses from such funds for
      services rendered, (ii) the Trustee charges and collects fees and expenses
      for services rendered pursuant to this Agreement and (iii) services
      performed for such funds and pursuant to this Agreement may converge at
      any time. Each of the Issuer and the Servicer hereby specifically
      authorizes the Trustee or an Affiliate of the Trustee to charge and
      collect all fees and expenses from such funds for services rendered to
      such funds, in addition to any fees and expenses the Trustee may charge
      and collect for services rendered pursuant to this Agreement;

            (vi) commercial paper having, at the time of the investment or
      contractual commitment to invest therein, the highest available credit
      rating for such obligations by the required Rating Agencies then providing
      such a rating;

            (vii) bankers' acceptances (with a maturity of one month or less)
      issued by any depository institution or trust company referred to in
      clause (iii) above;

            (viii) money market mutual funds that can be liquidated on a single
      day's notice and which are registered under the Investment Company Act of
      1940, as amended, whose shares are registered under the Securities Act and
      have the highest available credit rating for such obligations by the
      Required Rating Agencies then providing such a rating;

            (ix) any other investment grade investment as may be acceptable to
      the Required Rating Agencies and the Controlling Party, as evidenced by a
      writing to that effect;

provided that each of the foregoing investments above shall mature no later than
the Business Day prior to the Payment Date immediately following the date of
purchase thereof (other than in the case of the investment of monies in
instruments of which the entity at which the related Account is located is the
obligor, which may mature on the related Payment Date), and shall be required to
be held to such maturity; and provided further that each of the Permitted
Investments may be purchased by the Trustee through an Affiliate of the Trustee.

      Permitted Investments are only those which are acquired by the Trustee in
its name and in its capacity as Trustee, and with respect to which (a) the
Trustee has noted its interest therein on its books and records, and (b) the
Trustee has purchased such investments for value without notice of any adverse
claim thereto (and, if such investments are securities or other financial assets
or interests therein, within the meaning of Section 8-102 of the UCC, without
acting in collusion with a securities intermediary in violating such securities
intermediary's obligations to entitlement holders in such assets, under Section
8-504 of the UCC, to maintain a sufficient quantity of such assets in favor of
such entitlement holders), and (c) either (i) such investments

                                      -9-

<PAGE>   17
are in the possession of the Trustee, or (ii) such investments, (A) if
certificated securities and in bearer form, have been delivered to the Trustee,
or in registered form, have been delivered to the Trustee and either registered
by the issuer in the name of the Trustee or endorsed by effective endorsement to
the Trustee or in blank; (B) if uncertificated securities, the ownership of
which has been registered to the Trustee on the books of the issuer thereof (or
another person, other than a securities intermediary, either becomes the
registered owner of the uncertified security on behalf of the Trustee or, having
previously become the registered owner, acknowledges that it holds for the
Trustee); or (C) if securities entitlements (within the meaning of Section 8-102
of the UCC) representing interests in securities or other financial assets (or
interests therein) held by a securities intermediary (within the meaning of said
Section 8-102), a securities intermediary indicates by book entry that a
security or other financial asset has been credited to the Trustee's securities
account with such securities intermediary. No Permitted Investment may be
purchased at a premium.

      "Permitted Sale Receivable" means any Receivable that the Servicer has
determined to be uncollectible.

      "Person" means any legal person, including any individual, corporation,
partnership, limited liability company, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

      "Placement Agent" means Rothschild Inc.

      "Policy" means the Financial Guaranty Insurance Policy issued pursuant to
the Insurance Agreement.

      "Pool" means a particular group of Receivables designated as such in the
Schedule of Receivables.

      "Premium Letter" means the letter agreement between the Note Insurer and
the Issuer, dated as of December 14, 1999.

      "Proprietary Information" shall have the meaning specified in Section
6.09.

      "Purchase Price" means the amount paid by Seller to purchase a Receivable.

      "Purchaser" means Midland Receivables 99-1 Corporation, in its capacity as
transferee of the Receivables under the Receivables Sale Agreement.

      "Qualified Institutional Buyer" has the meaning assigned to such term in
Rule 144A under the Securities Act.

      "Rating Agency" means Standard & Poor's Rating Services, a division of
McGraw-Hill Companies, Inc.

      "Receivable" means any receivable generated under or in connection with a
Consumer Account identified in a Schedule of Receivables delivered by Seller to
Issuer in connection with the Receivables Sale Agreement.

      "Receivable File" means the documents described in Section 2.02 pertaining
to a particular Receivable.


                                      -10-

<PAGE>   18
       "Receivables Sale Agreement" means the Receivables Sale Agreement and
Release, dated as of December 14, 1999, between the Seller and the Purchaser.

      "Record Date" means, with respect to each Payment Date, the last Business
Day of the Collection Period immediately preceding such Payment Date. Any amount
stated "as of a Record Date" or "on a Record Date" shall give effect to all
applications of collections, and all payments to any party under this Agreement
or to the related Obligor, as the case may be, in each case as determined as of
the opening of business of the Note Registrar on the related Record Date.

      "Redemption Amount" means, with respect to a redemption of the Notes by
the Issuer pursuant to Section 11.01, an amount equal to the sum of (i) the Note
Balance as of the date the Issuer elects to redeem the Notes, (ii) all accrued
and unpaid interest on the Notes through the end of the Collection Period
immediately preceding the Payment Date as of which such redemption will occur,
and (iii) all outstanding Note Insurer Obligations then due and payable.

      "Reimbursement Obligations" means the sum of (i) each payment made under
the Policy and (ii) interest on any payment made under the Policy from the date
of the payment until the date the Note Insurer is repaid, in full and in cash,
at an annual rate equal to the "Prime Rate" (as hereinafter defined) plus 100
basis points (calculated on the basis of the actual number of days elapsed in a
360 day year). The term "Prime Rate" means the interest rate published in the
"Money Rates" column in The Wall Street Journal and referred to therein as the
"Prime Rate;" any change in such Prime Rate shall correspondingly change the
interest rate as of the date of any such change.

      "Remittance Date" means, with respect to any Payment Date, the third
Business Day next preceding such Payment Date.

      "Removed Receivable" means a Receivable which the Servicer is obligated to
acquire pursuant to Section 3.04, or which the Issuer is obligated to reacquire
pursuant to Section 2.05 or 7.02, or the Issuer has elected to reacquire
pursuant to Section 11.01.

      "Required Rating Agencies" means with respect to any debtor or
indebtedness the Rating Agency and one other Nationally Recognized Statistical
Rating Agency; provided that none of the other such Nationally Recognized
Statistical Rating Agencies has given a lower rating to the relevant debtor or
indebtedness than the Rating Agency and such other Nationally Recognized
Statistical Rating Agency (in which case, for the avoidance of doubt, such other
nationally recognized statistical rating agency giving the lower rating shall be
one of the "Required Rating Agencies").

      "Required Reserve Amount" means $1,445,000 deposited in the Reserve
Account on the Closing Date and thereafter maintained in the Reserve Account for
so long as the Notes are outstanding, such amount being equal to the sum of (i)
the greater of (a) five percent (5%) of the Note Balance and (b) three and
one-half percent (3.5%) of the Original Note Balance and (ii) if a Cumulative
Collections Deficiency has occurred, the lesser of (A) $3,000,000 or (B) the
Cumulative Collections Deficiency Amount for the most recent Collection Period;
provided, however, that if no Cumulative Collections Deficiency exists during
the two succeeding quarterly periods after the calculation of the Cumulative
Collections Deficiency Amount, then $0.

      "Reserve Account" means the segregated account or accounts, each of which
shall be an Eligible Account, established and maintained pursuant to Section
4.01 and entitled "Norwest

                                      -11-

<PAGE>   19
Bank Minnesota, National Association, as Trustee for Midland Receivables-Backed
Notes, Series 1999-1, Reserve Account."

      "Reserve Fund Reimbursement Amount" means, with respect to any Payment
Date, the excess of the Required Reserve Amount over the amount then on deposit
in the Reserve Account.

      "Responsible Officer" means,

            (i) when used with respect to the Trustee, any officer within the
      Corporate Trust Office of the Trustee, including any vice president,
      assistant vice president, assistant treasurer, assistant secretary or any
      other officer of the Trustee customarily performing functions similar to
      those performed by any of the above designated officers and also, with
      respect to a particular matter, any other officer to whom such matter is
      referred because of such officer's knowledge of and familiarity with such
      particular subject, and

            (ii) when used with respect to the Issuer or the Servicer, the
      president, treasurer or the chief financial officer of the Issuer or the
      Servicer, as the case may be.

      "Sale" means any sale of any portion of the Trust Estate.

      "Schedule of Receivables" means each Schedule of Receivables containing a
true and complete list of Receivables delivered to the Issuer by the Seller in
connection with the Receivables Sale Agreement, and incorporated by reference
herein.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Seller" means Midland Funding 98-A Corporation, in its capacity as
transferor of Receivables under the Receivables Sale Agreement.

      "Servicer" means Midland Credit Management, Inc., in its capacity as
servicer of the Receivables pursuant to this Agreement, and each successor
thereto (in the same capacity) appointed pursuant to Section 9.03.

      "Servicer Default" shall have the meaning specified in Section 9.01.

      "Servicer's Remittance Date Certificate" means an Officer's Certificate of
the Servicer completed and executed pursuant to Section 3.06 and delivered to
the Trustee, in each case specifying Removed Receivables in respect of which the
making of an Acquisition Payment is required hereunder, prepared by the Servicer
as of the opening of business of the Trustee on each applicable Remittance Date.

      "Servicing Fee" means the fee payable to the Servicer on each Payment
Date, calculated pursuant to Section 3.05, for services rendered during the
related Collection Period, which shall be, for any Payment Date, equal to the
Servicing Fee Percentage of all Net Proceeds during such Collection Period other
than Net Proceeds from a sale pursuant to Section 3.13.

      "Servicing Fee Percentage" means 30% for the Collection Periods ending on
or before May 31, 2000 and 35% for all Collection Periods thereafter; provided,
however, if the Backup

                                      -12-

<PAGE>   20
Servicer becomes successor Servicer, the "Servicing Fee Percentage" shall be 35%
for all Collection Periods for which the Backup Servicer acts as successor
Servicer.

      "SPC Receivables Contribution Agreement" means the Receivables
Contribution Agreement, dated as of March 31, 1999, between Midland, as seller,
and Seller, as purchaser, as the same may be amended or otherwise modified from
time to time.

       "Subservicers" shall have the meaning specified in Section 9.07.

      "Successor Servicer" means any entity appointed as a successor to the
Servicer pursuant to Section 9.03.

      "Third-Party Fees" means, with respect to a Receivable and any Collection
Period, the amount of any fees or compensation paid or owed to unrelated
third-party contingency fee lawyers retained or otherwise engaged by the
Servicer under fee or compensation arrangements that are contingent upon, and
determined by reference to, amounts recovered in respect of the related
Receivable.

      "Transaction Documents" means, collectively, this Agreement, the
Receivables Sale Agreement, the Schedule of Receivables, the Notes, the Policy,
the Insurance Agreement, the Premium Letter, and each of the other documents,
instruments and agreements entered into in connection with any of the foregoing
or the transactions contemplated thereby.

      "Transfer" shall have the meaning specified in Section 6.03(g). It is
expressly provided that the term "Transfer" in the context of the Notes
includes, without limitation, any distribution of the Notes by (i) a corporation
to its shareholders, (ii) a partnership to its partners, (iii) a limited
liability company to its members, (iv) a trust to its beneficiaries or (v) any
other business entity to the owners of the beneficial interests in such entity.

      "Transferee Certificate" means a certificate in the form of Exhibit D-2 or
D-3.

      "Transition Fees" shall have the meaning specified in Section 9.02.

      "Trust" means the trust created by this Agreement.

      "Trust Estate" or "Midland Receivables-Backed Notes, Series 1999-1 Trust
Estate" means the trust estate established under this Agreement for, the benefit
of the Noteholders and the Note Insurer, which consists of the property
described in Section 2.01(b).

      "Trust Property" means the property, or interests in property,
constituting the Trust Estate from time to time.

      "Trustee" means Norwest Bank Minnesota, National Association, and any
successor trustee appointed pursuant to Section 10.11.

      "Trustee Fee" means the fee payable to the Trustee on each Payment Date
for services rendered under this Agreement, which shall be equal to the greater
of (a) $500 per month or (b) an amount per month equal to one-twelfth of five
basis points (.05%) per annum times the Note Balance as of the immediately
preceding Payment Date (after giving effect to payments in reduction of the Note
Balance made on such immediately preceding Payment Date, if any); provided,
however, that with respect to the initial Payment Date, the Trustee Fee shall be
pro-

                                      -13-

<PAGE>   21
rated based upon a fraction, the numerator of which is the number of days from
and including the Closing Date through January 31, 2000, and the denominator of
which is 30.

      "Trustee's Certificate" means a certificate completed and executed by a
Responsible Officer of the Trustee pursuant to Section 10.02 or 10.03,
substantially in the form attached hereto as Exhibit B.

      "UCC" means the Uniform Commercial Code as in effect in the State of
Kansas.

      "United States" means the United States of America.

      "Vice President" of any Person means any vice president of such Person,
whether or not designated by a number or words before or after the title "Vice
President," who is a duly elected officer of such Person.

      "Voting Interests" means the aggregate voting power evidenced by the
Notes, corresponding to the outstanding Note Balance of the Notes held by
individual Noteholders; provided, however, that where the Voting Interests are
relevant in determining whether the vote of the requisite percentage of
Noteholders necessary to effect any consent, waiver, request or demand shall
have been obtained, the Voting Interests shall be deemed to be reduced by the
amount equal to the Voting Interests (without giving effect to this provision)
represented by the interests evidenced by any Note registered in the name of, or
in the name of a Person or entity holding for the benefit of, the Issuer, the
Servicer or any Person actually known to a Responsible Officer of the Trustee to
be an Affiliate of either or both of the Issuer and the Servicer.

      SECTION 1.02 INTERPRETATION.

      Unless otherwise indicated in this Agreement:

      (a) reference to and the definition of any document (including this
Agreement) shall be deemed a reference to such document as it may be amended or
modified from time to time;

      (b) all references to an "Article," "Section," "Schedule" or "Exhibit" are
to an Article or Section hereof or to a Schedule or an Exhibit attached hereto;

      (c) defined terms in the singular shall include the plural and vice versa,
and the masculine, feminine or neuter gender shall include all genders;

      (d) the words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement;

      (e) in the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the words "to"
and "until" each means "to but excluding";

      (f) periods of days referred to in this Agreement shall be counted in
calendar days unless Business Days are expressly prescribed and references in
this Agreement to months and years shall be to calendar months and calendar
years unless otherwise specified;


                                      -14-

<PAGE>   22
      (g) accounting terms not otherwise defined herein and accounting terms
partly defined herein to the extent not defined, shall have the respective
meanings given to them under GAAP; and

      (h) the headings in this Agreement are for the purpose of reference only
and do not limit or affect its meaning.

                                   ARTICLE II
            CREATION OF TRUST ESTATE; CUSTODY OF RECEIVABLE FILES
               REPRESENTATIONS REGARDING RECEIVABLES; DISCHARGE

      SECTION 2.01 CREATION OF TRUST ESTATE.

      (a) Upon the execution of this Agreement by the parties hereto, there is
hereby created for the benefit of the Noteholders and the Note Insurer the
Midland Receivables-Backed Notes, Series 1999-1 Trust Estate. The Issuer,
pursuant to the mutually agreed upon terms contained in this Agreement, hereby
grants a security interest to the Trustee on behalf of the Noteholders and the
Note Insurer, in all of its right, title and interest in and to the Trust
Estate, including, without limitation, Receivables and any proceeds related
thereto, and such other items as shall be specified in this Agreement.

      (b) In consideration of the Trustee's delivery to the Issuer of
authenticated Notes, in authorized denominations, in an aggregate amount equal
to the Original Note Balance, the Issuer does hereby grant a security interest
to the Trustee, in trust for the benefit of the Noteholders and the Note
Insurer, all pursuant to the terms of this Agreement, in the following property
and rights in property, whether now owned or existing or hereafter acquired or
arising, whether tangible or intangible, and wheresoever located:

            (i) all right, title and interest of the Issuer in and to the
      Receivables and all monies due thereon or paid thereunder or in respect
      thereof (including, without limitation, any fees and charges paid by
      Obligors and any proceeds of any Sales) on and after the Cut-Off Date
      (including any Acquisition Payments made with respect to Removed
      Receivables reacquired by the Issuer pursuant to Section 2.05 or 7.02 or
      Removed Receivables acquired by the Servicer pursuant to Section 3.04),
      net of any Third-Party Fees;

            (ii) the rights of the Issuer as Purchaser under the Receivables
      Sale Agreement to enforce the obligations of the Seller thereunder;

            (iii) the Collection Account, the Note Payment Account and the
      Reserve Account, and all monies, "securities," "instruments," "accounts"
      "general intangibles," "chattel paper," "financial assets," "investment
      property" (the terms in quotations are defined in the UCC) and other
      property on deposit or credited to the Collection Account, the Note
      Payment Account, and the Reserve Account from time to time (whether or not
      constituting or derived from payments, collections or recoveries received,
      made or realized in respect of the Receivables);

            (iv) all right, title and interest of the Seller in, to and under
      the SPC Receivables Contribution Agreement, and all related documents,
      instruments and

                                      -15-

<PAGE>   23
      agreements pursuant to which the Seller acquired, or acquired an interest
      in, any of the Receivables from Midland Credit Management, Inc.,
      including, without limitation, all right, title and interest of the Issuer
      in, to and under each Asset Sale Agreement, and all related documents,
      instruments and agreements pursuant to which Midland acquired, or acquired
      an interest in, any of the Receivables from an Originating Institution;
      provided, that such interest shall be limited solely, and with respect, to
      the Receivables that are subject to this Indenture;

            (v) all payments due under the Policy;

            (vi) all books, records and documents relating to the Receivables in
      any medium, including without limitation paper, tapes, disks and other
      electronic media;

            (vii) all other monies, securities, reserves and other property now
      or at any time in the possession of the Trustee or its bailee, agent or
      custodian and relating to any of the foregoing; and

            (viii) 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) The parties hereto intend that the security interest granted under
this Agreement shall give the Trustee on behalf of the Noteholders and the Note
Insurer a first priority perfected security interest in, to and under the
Receivables, and all other property described in this Section 2.01 as a part of
the Trust Estate and all proceeds of any of the foregoing in order to secure the
Note Insurer obligations and the obligations of the Issuer to the Trustee, the
Noteholders and the Note Insurer under the Notes, this Agreement, the Insurance
Agreement and all of the other Transaction Documents. The Trustee on behalf of
the Noteholders and the Note Insurer shall have all the rights, powers and
privileges of a secured party under the UCC. The Issuer agrees to execute and
file all filings (including filings under the UCC) and take all other actions
reasonably necessary in any jurisdiction to provide third parties with notice of
the security interest granted pursuant to this Agreement and to perfect such
security interest under the UCC.

      (d) The Issuer shall ensure that from and after the time of the grant of
the security interest in this Trust Estate, the master computer records
(including any back-up archives) maintained by or on behalf of the Issuer that
refer to any Receivable indicate clearly the interest in such Receivable and
that such Receivable is subject to a security interest in favor of the Trustee.
Indication of the interest of the Trustee in a Receivable shall be deleted from
or modified on such computer records when, and only when, the Receivable has
been paid in full or has been acquired, assigned or released pursuant to this
Agreement.

      SECTION 2.02 CUSTODY OF RECEIVABLE FILES.


      In order to assure uniform quality in servicing the Receivables and to
reduce administrative costs, the Trustee on behalf of the Noteholders and the
Note Insurer, upon the execution and delivery of this Agreement, revocably
appoints the Servicer, and the Servicer

                                      -16-

<PAGE>   24
accepts such appointment, to act as the agent of the Trustee as custodian of the
following documents to each Receivable:

            (i) the related Asset Sale Agreement;

            (ii) any other documents received from or made available by the
      related Originating Institution in respect of such Receivable;

            (iii) a copy of the marked computer records indicating the interest
      of the Trustee on behalf of the Noteholders and the Note Insurer, as
      evidenced by the Schedule of Receivables; and

            (iv) any and all other documents that the Issuer or the Servicer, as
      the case may be, shall keep on file, in accordance with its customary
      procedures, relating to such Receivable or the related Obligor.

      SECTION 2.03 ACCEPTANCE BY TRUSTEE.

      The Trustee hereby acknowledges its acceptance, on behalf of the
Noteholders and the Note Insurer, pursuant to this Agreement, of the security
interest in and to the Receivables and the other Trust Property granted by the
Issuer pursuant to this Agreement, and declares and shall declare from and after
the date hereof that the Trustee, on behalf of the Noteholders and the Note
Insurer, holds and shall hold such Trust Property, pursuant to the trusts set
forth in this Agreement.

      SECTION 2.04 REPRESENTATIONS AND WARRANTIES OF ISSUER AS TO THE
                   RECEIVABLES.

      The Issuer does hereby make the following representations and warranties
as of the Closing Date on which (i) the Trustee is relying in accepting the
Receivables and the other Trust Property and authenticating the Notes; (ii) the
Noteholders are relying in purchasing the Notes; (iii) the Note Insurer is
relying in issuing the Policy; and (iv) the Rating Agency is relying in
providing its rating of the Notes.

      (a) Characteristics of Receivables. Each such Receivable is payable in
United States dollars, has been purchased by Midland Credit Management, Inc.
from the related Originating Institution under an Asset Sale Agreement with such
Originating Institution in accordance with the Customary Procedures of Midland
Credit Management, Inc., and has been subsequently transferred, assigned and
conveyed by the Seller to the Issuer pursuant to the Receivables Sale Agreement.

      (b) Schedule of Receivables. The information set forth in the Schedule of
Receivables is true and correct in all material respects as of the close of
business as of December 29, 1999.

      (c) No Government Obligors. None of the Receivables are due from the
United States or any state or local government, or from any agency, department
or instrumentality of the United States or any state or local government.

      (d) Employee Obligors. None of the Receivables are due from any employee
of Midland, the Seller, the Issuer or any of their respective Affiliates.


                                      -17-

<PAGE>   25
      (e) Good Title. No Receivable has been transferred, assigned, conveyed or
pledged by the Issuer to any Person other than the Trustee. The Issuer has good
and marketable title to each Receivable, free and clear of all Liens and rights
of others; the Trustee on behalf of the Noteholders and the Note Insurer has a
first priority perfected security interest in, each Receivable, free and clear
of all Liens and rights of others; and such security interest has been perfected
under the UCC and any other applicable law.

      (f) No Impairment of Rights. As of the Closing Date, the Issuer has not
taken any action that, or failed to take any action the omission of which, would
impair the rights of the Trustee or the Noteholders or the Note Insurer with
respect to any such Receivable; provided, however, that the writing down of any
Receivable balance in accordance with Customary Procedures shall not be deemed
an impairment of the rights of any of the Trustee, the Noteholders or the Note
Insurer.

      (g) No Fraudulent Use. As of the Closing Date, no Receivable has been
identified by the Issuer or reported to the Issuer by the related Originating
Institution as having resulted from fraud perpetrated by any Person with respect
to the related account.

      (h) All Filings Made. All filings (including UCC filings) necessary in any
jurisdiction to provide third parties with notice of the transfer and assignment
herein contemplated, and to give the Trustee on behalf of the Noteholders and
the Note Insurer a first priority perfected security interest in the Receivables
shall have been made.

      (i) UCC Status. No Receivable is secured by "real property" or "fixtures"
or evidenced by an "instrument" under and as defined in the UCC.

      (j) Location of Receivable Files. As of the Closing Date, each Receivable
File is kept by the Servicer at its offices at 4310 East Broadway Road, Phoenix
Arizona 85040 or such other address permitted pursuant to Section 2.06(b).

      SECTION 2.05 REACQUISITION OF RECEIVABLES UPON BREACH.

      (a) Upon discovery by the Issuer or the Servicer or upon the actual
knowledge of a Responsible Officer of the Trustee of a breach of any of the
representations and warranties of the Issuer set forth in Section 2.04, the
party discovering such breach shall give prompt written notice to the others.
If, as a result of such breach, any Receivable is rendered uncollectible or the
Trustee's rights in, to or under such Receivable or the proceeds thereof are
materially impaired or such proceeds are not available for any reason to the
Trustee free and clear of any Lien, then (i) the Issuer shall repay a portion of
the Note Balance equal to the Acquisition Payment related to such Receivable or
(ii) if Midland or the Seller has the right to demand, or is obligated to
accept, substitution of Receivables of equal or greater value from the
Originating Institution, or in the case of the Seller, from Midland, (the
"Substitute Receivables") of the affected Receivables upon such a breach under
the applicable Asset Sale Agreement, or in the case of the Seller under the SPC
Receivables Contribution Agreement, and the Seller has contributed (or
simultaneously with the removal of the Receivables affected by such breach, will
contribute) such Substitute Receivables to the Issuer pursuant to the
Receivables Sale Agreement, the Issuer shall cause Substitute Receivables to
become subject to this lien under this Indenture; and, in each case, if
necessary, the Issuer shall enforce the obligation of the Seller under the
Receivables Sale Agreement, as the case may be, to reacquire such Receivable
from the Issuer, unless such breach shall have been cured within 30 days after
the earlier to occur of the discovery of such breach by the Issuer or receipt of
written notice of such

                                      -18-

<PAGE>   26
breach by the Issuer, such that the relevant representation and warranty shall
be true and correct in all material respects as if made on such day, and the
Issuer shall have delivered to the Trustee, the Note Insurer and each Noteholder
an Officer's Certificate describing the nature of such breach and the manner in
which the relevant representation and warranty became true and correct. This
reacquisition or substitution obligation shall pertain to all representations
and warranties of the Issuer contained in Section 2.04, whether or not the
Issuer has knowledge of the breach at the time of the breach or at the time the
representations and warranties were made. The Issuer will be obligated to accept
any reassignment of a Receivable as set forth above on the Remittance Date
following the date on which such reassignment obligation arises. In
consideration of the reacquisition of any such Receivable, on the Remittance
Date immediately following the date on which such reassignment obligation
arises, the Issuer shall remit the Acquisition Payment of such Receivable to the
Collection Account in the manner specified in Section 4.03 or shall cause
Substitution Receivables to become a part of the Trust Property hereunder.

      (b) Upon any such reacquisition or substitution, the Trustee on behalf of
the Noteholders and the Note Insurer shall, without further action, be deemed to
release its security interest in, to and under the Removed Receivable so
reacquired, all monies due or to become due with respect thereto after the
aforementioned Remittance Date and all proceeds thereof. The Trustee shall
execute such documents and instruments of release and take such other actions as
shall be reasonably requested by the Issuer to effect the security interest
release pursuant to this Section. The sole remedies of the Trustee, the
Noteholders and the Note Insurer with respect to a breach of the Issuer's
representations and warranties pursuant to Section 2.04 shall be to require the
Issuer to reacquire the related Receivable pursuant to this Section and to
enforce the Issuer's obligation hereunder to enforce the obligation of the
Seller under the Receivables Sale Agreement, as the case may be, to reacquire
such Receivable from the Issuer. The Trustee shall have no duty to conduct any
affirmative investigation as to the occurrence of any condition requiring the
reacquisition of any Receivable pursuant to this Section, except as otherwise
provided in Section 10.02.

      SECTION 2.06 DUTIES OF SERVICER AS CUSTODIAN.

      (a) Safekeeping. The Servicer, in its capacity as custodian, shall hold
the Receivable Files in its possession from time to time on behalf of the
Trustee for the use and benefit of the Note Insurer and all present and future
Noteholders, and maintain such accurate and complete accounts, records and
computer systems pertaining to each Receivable File as shall enable the Trustee
to comply with this Agreement. In performing its duties as custodian, the
Servicer shall act with reasonable care, using that degree of skill and
attention that it exercises with respect to the receivable files of comparable
defaulted receivables that the Servicer services for itself or others. The
Servicer shall conduct, or cause to be conducted, periodic examinations of the
files of receivables owned or serviced by it, which shall include the Receivable
Files held by it under this Agreement, and of the related accounts, records and
computer systems, in such a manner as shall enable the Trustee to verify the
accuracy of the Servicer's record keeping; provided however, that the Trustee
shall be under no obligation to verify the accuracy of the Servicer's
record-keeping unless requested to do so in writing by the Note Insurer, the
Noteholders with Voting Interest in excess of 50% or the Rating Agency. Any such
written request shall specify in detail the procedures to be employed by the
Trustee. The Servicer shall promptly report to the Trustee any failure on its
part to hold the Receivable Files and maintain its accounts, records and
computer systems as herein provided and promptly take appropriate action to
remedy any such failure.


                                      -19-

<PAGE>   27
      (b) Maintenance of and Access to Records. The Servicer shall maintain each
Receivable File at its offices at 4310 East Broadway Road, Phoenix Arizona
85040, 4302 East Broadway Road, Phoenix, Arizona 85040, or at such other office
as shall be specified to the Trustee and the Note Insurer by 30 days' prior
written notice, provided that the Servicer shall have taken all actions
necessary or reasonably requested by the Trustee or the Note Insurer to amend
any existing financing statements and continuation statements, and file
additional financing statements and any other steps reasonably requested by the
Trustee or the Note Insurer to further perfect or evidence the rights, claims or
security interests of any of the Trustee or the Note Insurer under any of the
Transaction Documents. The Servicer shall make available to the Trustee, the
Note Insurer and the Noteholders or their duly authorized representatives,
attorneys or auditors the Receivable Files and the accounts, records and
computer systems maintained by the Servicer with respect thereto upon not less
than two (2) Business Days prior written notice for examination during normal
business hours; provided, however, that the Noteholders will only be entitled to
the access provided in this subclause (b) in the event of a Servicer Default.

      (c) Release of Documents. Upon written instruction from the Trustee, the
Servicer shall release any document in the Receivable Files to the Trustee or
its agent or designee, as the case may be, at such place or places as the
Trustee may designate, as soon as practicable. 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. The Servicer shall not
be responsible for any loss occasioned by the failure of the Trustee to return
any document or any delay in doing so.

      SECTION 2.07 INSTRUCTIONS; AUTHORITY TO ACT.

      The Servicer shall be deemed to have received proper instructions with
respect to the Receivable Files upon its receipt of written instructions signed
by a Responsible Officer of the Trustee. A certified copy of a bylaw or of a
resolution of the board of directors of the Trustee shall constitute conclusive
evidence of the authority of any such Responsible Officer to act and shall be
considered in full force and effect until receipt by the Servicer of written
notice to the contrary given by the Trustee.

      SECTION 2.08 INDEMNIFICATION OF CUSTODIAN.

      The Servicer, as custodian of the Receivable Files, shall indemnify the
Trustee for any and all liabilities, obligations, losses, compensatory damages,
payments, costs or expenses of any kind whatsoever (including reasonable
attorney's fees and expenses incurred in connection with defending against any
such claim) that may be imposed on, incurred or asserted against the Trustee as
the result of any improper act or omission in any way relating to the
maintenance and custody of the Receivable Files by the Servicer, as custodian;
provided, however, that the Servicer shall not be liable for any portion of any
such amount resulting from the willful misfeasance, bad faith or gross
negligence of the Trustee.

      SECTION 2.09 EFFECTIVE PERIOD AND TERMINATION.

      The Servicer's appointment as custodian of the Receivable Files shall
become effective as of the Closing Date and shall continue in full force and
effect so long as it is the Servicer

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<PAGE>   28
under this Agreement. If the Servicer shall resign as Servicer pursuant to
Section 8.05 or if all of the rights and obligations of the Servicer have been
terminated pursuant to Section 9.02, the appointment of the Servicer as
custodian of the Receivable Files shall immediately terminate. As soon as
practicable after any termination of such appointment, the Servicer shall
deliver the Receivable Files to the Trustee or its agent at such place or places
as the Trustee may reasonably designate.

      SECTION 2.10 AGENT FOR SERVICE.

      The agent for service for the Issuer shall be its Secretary whose address
is 3219 Inverness Road, Hutchinson, KS 67502, and the agent for service for the
Servicer shall be its Secretary whose address is 500 West First Street,
Hutchinson, Kansas 67504 or such other person or address as shall be specified
to the Trustee and the Note Insurer by 30 days' prior written notice.

      SECTION 2.11 SATISFACTION AND DISCHARGE OF INDENTURE.

      Whenever the following conditions shall have been satisfied:

      (a) an amount sufficient to pay and discharge the outstanding Note
Balance, plus accrued and unpaid interest on the Notes, has been paid to the
Noteholders;

      (b) the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer;

      (c) the Issuer has paid or caused to be paid all Note Insurer Obligations
then outstanding to the Note Insurer;

      (d) the obligation of the Note Insurer under the Policy shall have been
terminated; and

      (e) the Issuer has delivered to the Trustee an Officers' Certificate of
the Issuer and an Opinion of Counsel each stating that all conditions precedent
herein provided for the satisfaction and discharge of this Agreement with
respect to the Notes and the Policy have been complied with;

      then this Agreement and the lien, rights and interests created hereby
shall cease to be of further effect with respect to the Notes, and the Trustee
shall, at the expense of the Issuer, (i) execute and deliver all such
instruments as may be necessary to acknowledge the satisfaction and discharge of
this Agreement with respect to the Notes, (ii) pay, or assign or transfer and
deliver, to the Issuer, all cash, securities and other property held by it as
part of the Trust Estate or other assets remaining after satisfaction of the
conditions specified in clauses (a), (b) and (c) above, and (iii) arrange for
the cancellation, surrender and termination of the Policy pursuant to the terms
thereof and of the Insurance Agreement.

      Notwithstanding the satisfaction and discharge of this Agreement with
respect to the Notes, the obligations of the Issuer to the Trustee under Section
10.07, the obligations of the Trustee to the Issuer, the Servicer and to the
Noteholders and the Note Insurer under Section 4.04, the obligations of the
Trustee to the Noteholders and the Note Insurer under Section 4.07, and rights
to receive payments of principal of and interest on the Notes, and

                                      -21-

<PAGE>   29
payment of Note Insurer Obligations, and the rights, privileges and immunities
of the Trustee under Article X, shall survive.

      SECTION 2.12 APPLICATION OF TRUST MONEY.

      All money deposited with the Trustee pursuant to Sections 4.02 and 4.03
shall be held in trust and applied by it, in accordance with the provisions of
the Notes, the Insurance Agreement and this Agreement to the payment to the
Persons entitled thereto, of the principal, interest, fees, costs and expenses
for whose payment such money has been deposited with the Trustee.

                                  ARTICLE III
                   ADMINISTRATION AND SERVICING OF RECEIVABLES

      SECTION 3.01 DUTIES OF SERVICER.

      (a) The Servicer, as agent for the Trustee, shall manage, service,
administer and make collections on and in respect of the Receivables with
reasonable care, using that degree of skill and attention that the Servicer
exercises with respect to all comparable defaulted consumer receivables that it
services for itself or others (whether or not the Servicer shall then be
servicing comparable defaulted consumer receivables for itself or others). The
Servicer's duties shall include collecting and posting all payments, responding
to inquiries of Obligors or by federal, state or local government authorities
with respect to the Receivables, investigating delinquencies, implementation of
payment plans, sending payment information to Obligors, reporting tax
information to Obligors in accordance with its customary practices, accounting
for collections, publishing monthly and annual statements to the Trustee with
respect to payments, generating federal income tax information and performing
the other duties specified herein. In performing the above-referenced services,
the Servicer shall perform in accordance with Customary Procedures and shall
have full power and authority, acting alone, to do any and all things in
connection with such managing, servicing, administration and collection that it
may deem necessary or desirable. Notwithstanding the foregoing, the Servicer may
not sell any Receivables (other than the Permitted Sale Receivables) unless so
directed by the Trustee or the Controlling Party in accordance with the
provisions of this Agreement.


      (b) Without limiting the generality of the foregoing, the Servicer shall
be authorized and empowered by the Trustee to execute and deliver, on behalf of
itself, the Trustee, the Noteholders, the Note Insurer, or any of them, any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge and all other comparable instruments, with respect to the
Receivables. To the extent not prohibited by applicable law, the Servicer is
hereby authorized to commence, in its own name or in the name of the Issuer or
the Trustee, a legal proceeding to enforce a Receivable or to commence or
participate in a legal proceeding (including without limitation a bankruptcy
proceeding) relating to or involving a Receivable. If the Servicer commences or
participates in such a legal proceeding in its own name, the Trustee and the
Issuer shall thereupon be deemed to have automatically assigned, solely for the
purpose of collection on behalf of the party retaining an interest in such
Receivable, such Receivable and the other property conveyed as part of the Trust
Estate pursuant to Section 2.01 with respect to such Receivable to the Servicer
for purposes of commencing or participating in any such proceeding as a party or
claimant, and the Servicer is authorized and empowered by the Trustee and the
Issuer to execute and deliver in the Servicer's name any notices, demands,
claims, complaints, responses, affidavits or other documents or instruments in
connection with any such proceeding (to the fullest extent permitted by
applicable law). If in any enforcement

                                      -22-

<PAGE>   30
suit or legal proceeding it shall be held that the Servicer may not enforce a
Receivable on the grounds that it shall not be a real party in interest or a
holder entitled to enforce such Receivable, the Trustee on behalf of the
Noteholders and the Note Insurer shall, at the Servicer's expense and written
direction, take reasonable steps to enforce such Receivable. To the extent an
assignment is prohibited, prior consent by the Trustee is hereby given to
Servicer authorizing the forwarding of Receivables to legal counsel (selected by
Servicer) for the purpose of commencing legal proceedings on behalf of the
Issuer or the Trustee. It being understood by Servicer that nothing contained
herein will permit or allow Servicer to control or interfere with the
relationship between counsel, Issuer or the Trustee, but Servicer is hereby
authorized on behalf of the Issuer or the Trustee to receive and convey
information and instructions in order to facilitate and coordinate the
collection of forwarded Receivables. The Servicer shall deposit or cause to be
deposited into the Collection Account, within one (1) Business Day of its
receipt thereof, all Net Proceeds realized in connection with any such action
pursuant to Section 4.02. The Trustee and the Issuer shall furnish the Servicer
with any powers of attorney and other documents and take any other steps which
the Servicer may deem reasonably necessary or appropriate to enable the Servicer
to carry out its servicing and administrative duties under this Agreement.

      SECTION 3.02 COLLECTION OF RECEIVABLE PAYMENTS.

      The Servicer shall make reasonable efforts to collect all payments due and
payable in connection with the Receivables, and shall at all times follow the
Customary Procedures in so doing. The Servicer shall be authorized to write down
the balance of any Receivable in accordance with the Customary Procedures
without the prior consent of the Trustee; provided however, that such write-down
will not affect the rights of the Noteholders or the Note Insurer to any amounts
thereafter collected with respect to such Receivable. The Servicer may, in
accordance with the Customary Procedures, waive any charges or fees that
otherwise may be collected in the ordinary course of servicing the Receivables.

      SECTION 3.03 COVENANTS OF SERVICER.

      (a) The Servicer hereby makes the following covenants with respect to each
Receivable on which the Trustee is relying in accepting the Receivables in trust
and authenticating the Notes and on which the Note Insurer is relying in issuing
the Policy:


            (i) Fulfillment of Obligations. The Servicer shall duly fulfill all
      obligations on its part to be fulfilled pursuant to this Indenture under
      or in connection with the Receivables, shall perform such obligations in
      accordance with the Customary Procedures, and shall maintain in effect all
      licenses and qualifications required in order to service the Receivables
      and shall comply in all respects with all other requirements of law in
      connection with servicing the Receivables, the failure to comply with
      which would have a material adverse effect on the rights or interests of
      the Noteholders or the Note Insurer.


            (ii) No Rescission or Cancellation. The Servicer shall not permit
      any rescission or cancellation of the Receivables except as ordered by a
      court of competent jurisdiction or other governmental authority; provided,
      however, that the writing down of the Receivables balance in accordance
      with Customary Procedures shall not be deemed a rescission or cancellation
      of such Receivables.


                                      -23-

<PAGE>   31
            (iii) No Impairment. The Servicer shall not take or fail to take any
      action in breach of this Indenture that would impair the rights of the
      Trustee, the Trust Estate, the Noteholders or the Note Insurer with
      respect to the Receivables; provided, however, that the writing down of
      the Receivables balance in accordance with Customary Procedures shall not
      be deemed an impairment of the rights of the Trustee, the Noteholders or
      the Note Insurer. The Servicer shall not engage in any pattern of conduct
      under which it intentionally elects (i) to write down a Receivables
      balance from an Obligor rather than writing down amounts due from the same
      Obligor which are not a part of the Receivables or (ii) to apply a payment
      received from an Obligor to a Consumer Account which is not a Receivable
      rather than to a Receivable (unless expressly instructed to do so by the
      Obligor), if the Servicer has actual knowledge that such write-downs or
      payment applications discriminate against the Noteholders, or with
      knowledge that the effect of such intentional election is to discriminate
      against the Noteholders.

            (iv) No Instruments. Except in connection with its 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 (whether or not in connection with
      such enforcement or collection), it shall be assigned to the Servicer as
      provided in Section 3.04.

      (b) The Servicer shall not purchase more than $3,000,000 of additional
receivables under or in connection with a Consumer Account during each period
that the Servicer has less than $10,000,000 in Liquidity.

      SECTION 3.04 PURCHASE OF RECEIVABLES UPON BREACH AND OTHER EVENTS.

      Upon discovery by the Issuer or the Servicer or upon the actual knowledge
of a Responsible Officer of the Trustee of a breach of any of the covenants of
the Servicer set forth in Section 3.03 that materially and adversely affects the
rights or interests of the Noteholders or the Note Insurer, the party
discovering such breach shall give prompt written notice to the others. If, as a
result of such breach, any Receivables are rendered uncollectible or the
Trustee's rights in, to or under such Receivables or the proceeds thereof are
materially impaired or such proceeds are not available for any reason to the
Trustee free and clear of any Lien, the Servicer shall acquire from the Issuer
such Receivables, unless such breach shall have been cured within thirty (30)
days after the earlier to occur of the discovery of such breach by the Servicer
or receipt of written notice of such breach by the Servicer, such that the
relevant covenant shall be true and correct in all material respects as if made
on such day, and the Servicer shall have delivered to the Trustee a certificate
of a Responsible Officer of the Servicer describing the nature of such breach
and the manner in which the relevant covenant became true and correct. The
Servicer will be obligated to accept the assignment of such Receivables as set
forth above on the Remittance Date following the date on which such assignment
obligation arises. In consideration of the acquisition of any such Receivables,
on the Remittance Date immediately following the date on which such acquisition
obligation arises, the Servicer shall remit the Acquisition Payment of such
Receivables to the Collection Account in the manner specified in Section 4.03.
Upon any such acquisition, and the remitting of the Release Payment to the
Collection Account, the Trustee on behalf of the Noteholders and the Note
Insurer shall, without further action, be deemed to have released its security
interest in, to and under such

                                      -24-

<PAGE>   32
Removed Receivables, all monies due or to become due with respect thereto after
the aforementioned Remittance Date and all proceeds thereof. The Trustee shall
execute such documents and take such other actions as shall be reasonably
requested by the Servicer to further evidence such release. The sole remedy of
the Trustee, the Noteholders and the Note Insurer with respect to a breach
pursuant to Section 3.03 shall be to require the Servicer to acquire the related
Receivables pursuant to this Section, except as otherwise provided in Section
8.02, 9.01 or 9.08. The Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the acquisition of
any Receivable pursuant to this Section except as otherwise provided in Section
10.02.

      SECTION 3.05 SERVICING FEE; PAYMENT OF CERTAIN EXPENSES BY SERVICER.

      As compensation for the performance of its obligations hereunder, the
Servicer shall be entitled to receive on each Payment Date the Servicing Fee as
provided in Section 4.04. Except to the extent otherwise provided herein, the
Servicer shall be required to pay from its servicing compensation all expenses
incurred in connection with servicing the Receivables including, without
limitation, recovery and collection expenses related to the enforcement of the
Receivables (other than those specified in the following proviso), payment of
the fees and disbursements of the Rating Agency and independent accountants and
all other fees and expenses that are not expressly stated in this Agreement to
be payable by the Trustee, the Noteholders, the Note Insurer or the Issuer;
provided, however, that the Servicer shall not be liable for any liabilities,
costs or expenses of the Trustee, the Noteholders or the Note Insurer arising
under any tax law, including without limitation any federal, state or local
income or franchise taxes or any other tax imposed on or measured by income (or
any interest or penalties with respect thereto or arising from a failure to
comply therewith), except as otherwise expressly provided in this Agreement.

      SECTION 3.06 MONTHLY SERVICER REPORT; SERVICER'S REMITTANCE DATE
                   CERTIFICATE.

      (a) On or before 11:00 a.m. New York, New York time on each Determination
Date, the Servicer shall deliver to the Trustee and to the Note Insurer a
Monthly Servicer Report executed by a Responsible Officer of the Servicer
substantially in the form attached hereto as Exhibit A, including a CD-ROM or
computer tape listing all Receivables subject to this Agreement at the end of
such Collection Period (and setting forth such additional information as
requested by the Trustee, the Note Insurer, the Rating Agency or any Noteholder
from time to time, which information the Servicer is able to reasonably provide)
containing all information necessary to make the payments required by Section
4.04 in respect of the Collection Period and Interest Distribution Period
immediately preceding the date of such Monthly Servicer Report and all
information necessary for the Trustee to send statements to Noteholders and the
Note Insurer pursuant to Section 4.07(a). The Servicer shall include as part of
each Monthly Servicer Report a monthly compliance report (in a form reasonably
requested by the Controlling Party prior to February 5, 2000) which shall be
accompanied by an agreed-upon computation regarding Liquidity.

      (b) On or before 11:00 a.m. New York, New York time on each Remittance
Date on which the Issuer or the Servicer, as applicable, shall be obligated
hereunder to acquire a Removed Receivable, the Servicer shall deliver to the
Trustee and the Note Insurer a Servicer's Remittance Date Certificate
substantially in the form attached hereto as Schedule I to Exhibit A,
identifying each such Removed Receivable acquired by reference to the related
Obligor's

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<PAGE>   33
account number (as specified in the Schedule of Receivables), and the amount of
the Acquisition Payment with respect thereto.

      SECTION 3.07 ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT.

      (a) The Servicer shall deliver to the Note Insurer and the Trustee, on or
before March 1 of each calendar year, beginning in March 2001, an Officer's
Certificate executed by the chief financial officer of the Servicer, stating
that (i) a review of the activities of the Servicer during the preceding
12-month period ended December 31 (or, in the case of the first such statement,
from the Closing Date through December 31, 2000) and of its performance under
this Agreement has been made under the supervision of the officer executing the
Officer's Certificate, and (ii) to such officer's knowledge, based on such
review, the Servicer has fulfilled all its obligations under this Agreement in
all material respects throughout such period or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof.

      (b) The Servicer shall deliver to the Note Insurer and the Trustee,
promptly after having obtained knowledge thereof, but in no event later than
three Business Days thereafter, an Officer's Certificate specifying the nature
and status of any Servicer Default or Event of Default, or other occurrence
which would have a material adverse effect on the rights or interests of the
Note Insurer.

      SECTION 3.08 PERIODIC ACCOUNTANTS REPORT.

      The Servicer, at its own expense, shall cause Ernst & Young LLP or another
firm of nationally recognized independent public accountants acceptable to the
Note Insurer (who may also render other services to the Servicer or to the
Issuer) to deliver to the Note Insurer and Trustee a report of agreed upon
procedures acceptable to the Controlling Party with respect to the Servicer's
accounting for matters regarding the Trust Estate including cash receipts,
account posting and remittances to the Accounts during the preceding reporting
period. The first reporting period is from the Closing Date through March 31,
2000, and each subsequent reporting period is each subsequent calendar quarter
thereafter, unless any report is not reasonably acceptable to the Note Insurer
then such shorter or longer time as the Note Insurer shall determine from time
to time by written notice to the Servicer (with a copy to the Trustee), but in
no event shall the reporting period be shorter than monthly. Each such report
must be delivered within forty-five (45) days after the end of each reporting
period. Such report shall also indicate that the firm is independent with
respect to the Issuer and the Servicer within the meaning of the Code of
Professional Ethics of the American Institute of Certified Public Accountants.
In the event such independent public accountants require the Trustee to agree to
the procedures to be performed by such firm in any of the reports required to be
prepared pursuant to this Section 3.08, the Servicer shall direct the Trustee in
writing to so agree; it being understood and agreed that the Trustee will
deliver such letter of agreement in conclusive reliance upon the direction of
the Servicer, and the Trustee has not made any independent inquiry or
investigation as to, and shall have no obligation or liability in respect of,
the sufficiency, validity or correctness of such procedures.

      SECTION 3.09 QUARTERLY SERVICER'S COMPLIANCE REPORT.

      The Servicer, at its own expense, shall cause Ernst & Young LLP or another
firm of nationally recognized independent public accountants (who may also
render other services to

                                      -26-

<PAGE>   34
the Servicer or to the Issuer) to deliver to the Trustee and the Note Insurer,
within thirty days after the end of each calendar quarter of each year,
beginning with the calendar quarter ending on March 31, 2000, or more or less
frequently pursuant to the written direction of the Note Insurer, but in no
event more frequently than monthly, a report concerning the activities of the
Servicer during the preceding calendar quarter to the effect that such
accountants have performed agreed-upon procedures acceptable to the Controlling
Party with respect to each of the Monthly Servicer Reports for the period under
review. The report should specify the procedures performed on such Monthly
Servicer Reports (which procedures should include recalculating all calculations
contained in such Monthly Servicer Reports and taking other pertinent
information from supporting schedules of the Servicer) and any exceptions, if
any, shall be set forth therein. Such report shall also indicate that the firm
is independent with respect to the Issuer and the Servicer within the meaning of
the Code of Professional Ethics of the American Institute of Certified Public
Accountants. In the event such independent public accountants require the
Trustee to agree to the procedures to be performed by such firm in any of the
reports required to be prepared pursuant to this Section 3.09, the Servicer
shall direct the Trustee in writing to so agree; it being understood and agreed
that the Trustee will deliver such letter of agreement in conclusive reliance
upon the direction of the Servicer, and the Trustee has not made any independent
inquiry or investigation as to, and shall have no obligation or liability in
respect of, the sufficiency, validity or correctness of such procedures.

      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 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.

      SECTION 3.11 REPORTS TO NOTEHOLDERS, THE RATING AGENCY AND THE PLACEMENT
                   AGENT.

      The Trustee shall provide to the Note Insurer, each Noteholder, the Rating
Agency and the Placement Agent a copy of each (i) Servicer's Remittance Date
Certificate, (ii) Monthly Servicer Report, (iii) Officer's Certificate of annual
statement as to compliance described in Section 3.07(a), (iv) Officer's
Certificate with respect to Servicer Defaults and Events of Default, described
in Section 3.07(b), (v) accountants' report described in Section 3.08, (vi)
accountants' report described in Section 3.09, and (vii) Trustee's Certificate
delivered pursuant to Section 10.02 or 10.03.


                                      -27-

<PAGE>   35
      SECTION 3.12 TAX TREATMENT.

      Notwithstanding anything to the contrary set forth herein, the Issuer has
entered into this Agreement with the intention that for federal, state and local
income and franchise tax purposes (i) the Notes, which are characterized as
indebtedness at the time of their issuance, will qualify as indebtedness secured
by the Receivables and (ii) neither the Trust nor the Trust Estate shall be
treated as an association or publicly traded partnership taxable as a
corporation. The Issuer, by entering into this Agreement, each Noteholder, by
its acceptance of a Note and each purchaser of a beneficial interest therein, by
accepting such beneficial interest, agree to treat such Notes as debt for
federal, state and local income and franchise tax purposes. The Trustee shall
treat the Trust Estate as a security device only, and shall not file tax returns
or obtain an employer identification number on behalf of the Trust Estate. The
provisions of this Agreement shall be construed in furtherance of the foregoing
intended tax treatment.

      Notwithstanding the foregoing, if the Trust is required to be recognized
as a partnership for federal or state income tax purposes, including by reason
of a determination by the Internal Revenue Service or any other taxing authority
that the Trust constitutes a partnership for income tax purposes, the Issuer and
the Noteholders agree that payments made to the Noteholders pursuant to Section
4.04(b)(iv) shall be treated as "guaranteed payments" (within the meaning of
Section 707(c) of the Code) and all remaining taxable income or loss and any
separably allocable items thereof shall be allocated to the Issuer.

      SECTION 3.13 SALE OF PERMITTED SALE RECEIVABLES.

      The Servicer, as agent of the Trustee, may sell any Permitted Sale
Receivable in arm's length transactions with third parties who are not
Affiliates of the Issuer or the Servicer; provided that the aggregate Purchase
Price for all Permitted Sale Receivables sold in any Collection Period does not
exceed $75,000 in any Collection Period. The Net Proceeds must be in immediately
available funds. The Servicer shall deliver to the Trustee and the Noteholders
and the Note Insurer no later than three (3) Business Days preceding the date of
such sale, an Officer's Certificate of the Servicer, identifying the Permitted
Sale Receivables, and identifying the material terms of the transaction
including without limitation the identity of the purchaser and the price for
which the Permitted Sale Receivables are to be sold.

      SECTION 3.14 SUBSERVICERS.

      (a) The Servicer may, at its own expense and with the prior written
consent of the Controlling Party, enter into subservicing agreements with any
entity (each, a "Subservicer") for the servicing and administration of the
Receivables. References in this Agreement to actions taken or to be taken by the
Servicer in servicing and managing the Receivables include actions taken by a
Subservicer on behalf of the Servicer. Each Subservicer shall be authorized to
transact business in the state or states in which the related Receivables it is
to service or manage are situated, if and to the extent required by applicable
law to enable the Subservicer to perform its obligations hereunder and under the
applicable subservicing agreement. Each subservicing agreement shall be upon
such terms and conditions as are not inconsistent with this Agreement, (ii)
shall specifically reference this Indenture, and (iii) shall state that the
Noteholders, Note Insurer and Trustee are third-party beneficiaries thereto. For
purposes of this Agreement, the Servicer shall be deemed to have received any
Net Proceeds when the Subservicer receives such Net Proceeds. The Servicer shall
notify the Trustee, the Issuer, the

                                      -28-

<PAGE>   36
Note Insurer, the Backup Servicer and the Rating Agency in writing promptly upon
the appointment of any Subservicer.

      (b) As part of its servicing activities hereunder, the Servicer, for the
benefit of the Trustee, the Note Insurer and the Noteholders, shall enforce the
obligations of each Subservicer under the related subservicing agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of subservicing agreements and pursuit of other appropriate
remedies, shall be in accordance with the servicing standards set forth herein.
The Servicer shall pay the costs of such enforcement at its own expense.

      (c) Notwithstanding any subservicing agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Servicer and a
Subservicer, or reference to actions taken through a Subservicer or otherwise,
the Servicer shall remain obligated and liable to the Trustee, the Note Insurer
and the Noteholders for the servicing, managing, collecting and administering of
the Receivables and the other assets included in the Trust Estate in accordance
with the provisions of Section 3.01 without diminution of such obligation or
liability by virtue of such subservicing agreement or arrangements or by virtue
of indemnification from a Subservicer and to the same extent and under the same
terms and conditions as if the Servicer alone were servicing, managing,
collecting and administering the Receivables and the other assets included in
the Trust Estate.

                                   ARTICLE IV
                THE ACCOUNTS; PAYMENTS; STATEMENTS TO NOTEHOLDERS

      SECTION 4.01 ACCOUNTS.

      The Trustee shall establish and maintain, or cause to be established and
maintained, the Collection Account, the Reserve Account and the Note Payment
Account, each of which shall be an Eligible Account, for the benefit of the
Noteholders and the Note Insurer. All amounts held in the Collection Account,
the Reserve Account or the Note Payment Account shall, to the extent permitted
by this Agreement and applicable laws, rules and regulations, be invested in
Permitted Investments by the depository institution or trust company then
maintaining such Account only upon written direction of the Issuer, provided,
however, in the event the Issuer fails to provide such written direction to the
Trustee, and until the Issuer provides such written direction, the Trustee shall
invest in Permitted Investments satisfying the requirements of clause (v) of the
definition thereof. Investments held in Permitted Investments in the Accounts
shall not be sold or disposed of prior to their maturity. Earnings on investment
of funds in the Collection Account and Reserve Account shall remain in such
Accounts for disposition in accordance with this Agreement. Earnings on
investment of funds in the Note Payment Account shall be remitted by the Trustee
to the Collection Account promptly upon receipt thereof in the Note Payment
Account. Any losses and investment expenses relating to any investment of funds
in any of the Accounts shall be for the account of the Issuer, which shall
deposit or cause to be deposited the amount of such loss (to the extent not
offset by income from other investments of funds in the related Account) in the
related Account immediately upon the realization of such loss. The taxpayer
identification number associated with each of the Accounts shall be that of the
Issuer and the Issuer will report for federal, state and local income tax
purposes the income, if any, earned on funds in the relevant Account. The Issuer
hereby acknowledges that all amounts on deposit in each Account (including
investment earnings thereon) are held in trust by the Trustee

                                      -29-

<PAGE>   37
for the benefit of the Noteholders and the Note Insurer, subject to any express
rights of the Issuer set forth herein, and shall remain at all times during the
term of this Agreement under the sole dominion and control of the Trustee.
Payments from the Collection Account shall be made only on the Business Day
prior to the Payment Date and only to the Note Payment Account.

      SECTION 4.02 COLLECTIONS.

      Each of the Servicer and the Issuer shall remit to the Collection Account
all Net Proceeds it receives or otherwise obtains from or on behalf of the
Obligors from or in respect of the Receivables on the next Business Day after
receipt thereof, by ACH transfer from the account into which payments from or on
behalf of Obligors are initially deposited. Other than as specifically
contemplated pursuant to Section 4.03, the Servicer shall not remit to the
Collection Account, and shall take all reasonable actions to prevent other
Persons from remitting to the Collection Account, amounts which do not
constitute payments, collections or recoveries received, made or realized in
respect of the Receivables, and the Trustee will return to Issuer any such
amounts upon receiving written evidence reasonably satisfactory to the Trustee
that such amounts are not a part of the Trust Estate.

      SECTION 4.03 ADDITIONAL DEPOSITS.

      (a) The following additional deposits shall be made to the Collection
Account, as applicable: (i) the Issuer shall remit the aggregate Acquisition
Payments with respect to Removed Receivables reacquired pursuant to Section 2.05
or 7.02; and (ii) the Servicer shall remit the aggregate Acquisition Payments
with respect to Removed Receivables acquired pursuant to Section 3.04.

      (b) The following deposits shall be made to the Note Payment Account, as
applicable: the Issuer shall remit the Redemption Amount pursuant to Section
11.02; (ii) the Note Insurer shall remit any required payment pursuant to the
Policy; (iii) the Trustee shall transfer all Available Funds from the Collection
Account to the Note Payment Account on the Business Day prior to the Payment
Date.

      (c) All deposits required to be made pursuant to this Section by the
Issuer or the Servicer, as the case may be, may be made in the form of a single
deposit. All deposits required to be made by the Note Insurer, shall be made in
immediately available funds, no later than the date and time required pursuant
to the terms of the Policy.

      SECTION 4.04 ALLOCATIONS AND PAYMENTS.

      (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, the Interest Distributable Amount, the Required Reserve Amount,
the Reserve Fund Reimbursement Amount, the amount to be paid to Noteholders in
respect of principal, 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.

      (b) On each Payment Date, the Trustee shall make the following payments
from the applicable Accounts in the following order of priority and in the
amounts set forth in the Monthly

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<PAGE>   38
Servicer Report for such Payment Date; provided however, such payments shall be
made only to the extent of funds then on deposit in the applicable Account, and
provided, further that payments from the Note Payment Account shall be made only
on the Payment Date:

            (i) to the Trustee (A) from Available Funds transferred from the
      Collection Account to the Note Payment Account, an amount equal to the sum
      of the Trustee Fee for such Payment Date, plus all accrued and unpaid
      Trustee Fees, if any, for prior Payment Dates, plus all reasonable out of
      pocket expenses (but only up to $200,000 during the term of this
      Agreement) to which the Trustee is entitled to payment (to the extent
      expressly set forth under this Agreement) provided that (B) if Available
      Funds transferred from the Collection Account to the Note Payment Account
      are insufficient to pay the amount described in clause (A) above, 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 for disbursement to the Trustee in reduction of such
      shortfall;

            (ii) to the Servicer, from the Available Funds transferred from the
      Collection Account to the Note Payment Account, an amount equal to the sum
      of the Servicing Fee for the related Collection Period, plus all accrued
      and unpaid Servicing Fees, if any, for prior Collection Periods (plus an
      amount equal to any Transition Fees of $100,000 or less then owing to the
      Successor Servicer, if any);

            (iii) to the Backup Servicer (A) from Available Funds transferred
      from the Collection Account to the Note Payment Account, the Backup
      Servicer Fee for such Payment Date, plus all accrued and unpaid Backup
      Servicer Fees, if any, for prior Payment Dates, plus all reasonable out of
      pocket expenses to which the Backup Servicer is entitled to payment (to
      the extent expressly set forth under this Agreement) provided that (B) if
      Available Funds transferred from the Collection Account to the Note
      Payment Account are insufficient to pay the amount described in clause (A)
      above, 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 for disbursement to the Backup Servicer in
      reduction of such shortfall;

            (iv) to the Noteholders, pro rata, based on their respective Note
      Balances (A) from Available Funds transferred from the Collection Account
      to the Note Payment Account, an amount equal to the sum of the Interest
      Distributable Amount for such Payment Date, plus any outstanding amount of
      Interest Carryover Shortfall, if any, for prior Payment Dates provided
      that (B) if Available Funds transferred from the Collection Account to the
      Note Payment Account, are insufficient to pay the amount described in
      clause (A) above, 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 interest shortfall for disbursement to the
      Noteholders in reduction of such shortfall, and provided further that (C)
      if the amount described in clause (A) above remains unpaid after the
      application of amounts withdrawn from the Reserve Account in accordance
      with clause (B) above, the Trustee will withdraw from the amount remitted
      by the Note Insurer to the Note Payment Account for disbursement to the
      Noteholders in reduction of such shortfall an amount equal to the lesser
      of the amount then on

                                      -31-

<PAGE>   39
      deposit in the Note Payment Account pursuant to a payment by the Note
      Insurer and the amount of such interest shortfall;

            (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;

            (vi) to the Reserve Account, from Available Funds transferred from
      the Collection Account to the Note Payment Account, an amount equal to the
      lesser of remaining Available Funds and the Reserve Fund Reimbursement
      Amount for such Payment Date, if applicable;

            (vii) [Reserved];

            (viii)to the Noteholders, pro rata based on their respective Note
      Balances, if such Payment Date is a Payment Date on which the Issuer is
      making or is required to make an Acquisition Payment, any remaining
      Available Funds transferred from the Collection Account to the Note
      Payment Account to the extent of the required Acquisition Payment;

            (ix) to the Noteholders, pro-rata, based on their respective Note
      Balances (A) any remaining Available Funds transferred from the Collection
      Account to the Note Payment Account in reduction of the Note Balance of
      the Notes, until such Note Balance is reduced to zero, (B) if such Payment
      Date is the Payment Date on which the Issuer is effecting an optional
      redemption of the Notes pursuant to Section 11.01, and there is an
      outstanding Note Balance after payment of the amounts described in clause
      (A) above, the Trustee will disburse to the Noteholders for payment on the
      Note Balance any amounts deposited in the Note Payment Account by the
      Issuer in respect of the Redemption Amount pursuant to Section 11.02, (C)
      if such Payment Date is the Final Payment Date or the Payment Date on
      which the Issuer is effecting an optional redemption of the Notes pursuant
      to Section 11.01, and there is an outstanding Note Balance (after payment
      of the amounts described in clauses (A) and (B) above), the Trustee will
      withdraw from all remaining funds on deposit in the Collection Account and
      remit to the Note Payment Account, an amount equal to the lesser of the
      amount then on deposit in the Collection Account and the amount of the
      outstanding Note Balance and remit such lesser amount to the Noteholders
      in reduction of the outstanding Note Balance, (D) if on the Final Payment
      Date there is an outstanding Note Balance (after payment of the amounts
      described in clauses (A), (B) and (C) above), the Trustee will withdraw
      from the Reserve Account an amount equal to the lesser of the amount then
      on deposit in the

                                      -32-

<PAGE>   40
      Reserve Account and the amount of the outstanding Note Balance and remit
      such lesser amount to the Noteholders in reduction of the outstanding Note
      Balance, and (E) if on the Final Payment Date there is an outstanding Note
      Balance after all amounts have been withdrawn from the Reserve Account in
      accordance with clause (D) above, the Trustee will disburse to the
      Noteholders for payment on the Note Balance any amounts deposited in the
      Note Payment Account by the Note Insurer; and

            (x) 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 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) any unpaid Note Insurer Additional Premium;
      then (D) any of the Backup Servicer's or Successor Servicer's Transition
      Fees in excess of $100,000 and then (E) to the Issuer.

      (c) The Servicer shall on each Payment Date instruct the Trustee to
distribute to each Noteholder of record on the related Record Date by wire
transfer of immediately available funds, the amount to be paid to such
Noteholder in respect of the related Note on such Payment Date. The Servicer
shall on each Payment Date instruct the Trustee to distribute to the Note
Insurer by wire transfer of immediately available funds, the amount to be paid
to the Note Insurer on such Payment Date.

      SECTION 4.05 RESERVE ACCOUNT.

      (a) Pursuant to Section 4.01, the Trustee shall establish and maintain the
Reserve Account which shall be an Eligible Account, for the benefit of the
Noteholders and the Note Insurer. On or prior to the Closing Date, the Issuer
shall deposit an amount equal to the Required Reserve Amount into the Reserve
Account. Thereafter, the Trustee shall deposit into the Reserve Account on each
Payment Date, to the extent of funds then on deposit in the Note Payment Account
an amount equal to the lesser of (x) Available Funds remaining on such Payment
Date after required payments pursuant to Section 4.04(b)(i) through (v), and (y)
the Reserve Fund Reimbursement Amount.

      (b) Consistent with the limited purposes for which the Reserve Account is
to be established, (x) on each Payment Date, an amount equal to the aggregate of
amounts described in Sections 4.04(b)(i)(B), 4.04(b)(iii)(B), 4.04(b)(iv)(B),
4.04(b)(v)(B) (if no Insurer Default has occurred and is continuing) and
4.04(b)(ix)(D), if any, shall be withdrawn from the Reserve Account by the
Trustee and remitted to the Trustee, the Backup Servicer, the Noteholders or the
Note Insurer (as the case may be) for payment as described in those Sections,
and (y) upon payment of all sums payable hereunder with respect to the Notes,
any amounts then on deposit in the Reserve Account shall be remitted by the
Trustee to the Note Insurer to the extent of any unpaid Note Insurer Obligations
then outstanding, until all such Note Insurer Obligations are paid in full, and
any remaining amounts then on deposit in the Reserve Account shall be released
from the lien of the Trust Estate and paid to the Issuer.

      (c) Amounts held in the Reserve Account shall be invested in Permitted
Investments at the direction of the Issuer as provided in Section 4.01. Such
investments shall not be sold or disposed of prior to their maturity.


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<PAGE>   41
      (d) The Trustee shall pay to the Issuer on each Payment Date the amount by
which the amount in the Reserve Account exceeds the Required Reserve Amount,
after giving effect to all distributions required to be made from the Reserve
Account or the Note Payment Account on such date.

      SECTION 4.06 NOTE PAYMENT ACCOUNT.

      (a) Pursuant to Section 4.01, the Trustee shall establish and maintain the
Note Payment Account which shall be an Eligible Account, for the benefit of the
Noteholders and the Note Insurer. The Note Payment Account shall be funded to
the extent that (x) the Issuer shall remit the Redemption Amount pursuant to
Section 11.02, (y) the Note Insurer shall remit any required payment pursuant to
the Policy, or (z) the Trustee shall remit the Available Funds from the
Collection Account pursuant to Section 4.03.

      (b) On each Payment Date, an amount equal to the aggregate of amounts
described in Section 4.04(b) shall be withdrawn from the Note Payment Account by
the Trustee and remitted to the Noteholders and other persons or Accounts
described therein for payment as described in that Section, and upon payments of
all sums payable hereunder with respect to the Notes, any amounts then on
deposit in the Note Payment Account shall be remitted by the Trustee to the Note
Insurer to the extent of any unpaid Note Insurer Obligations then outstanding,
until all such Note Insurer Obligations are paid in full, and any remaining
amounts then on deposit in the Note Payment Account shall be released from the
lien of the Trust Estate and paid to the Issuer.

      (c) Amounts held in the Note Payment Account shall be invested in
Permitted Investments at the direction of the Issuer as provided in Section
4.01. Such investments shall not be sold or disposed of prior to their maturity.

      SECTION 4.07 STATEMENTS TO NOTEHOLDERS.

      (a) On each Payment Date, the Trustee shall include with each payment to
each Noteholder of record and the Note Insurer the Monthly Servicer Report
furnished pursuant to Section 3.06, setting forth for the related Collection
Period the information provided in Exhibit A.

      (b) Within a reasonable period of time after the end of each calendar
year, but not later than the latest date permitted by law, the Trustee shall
mail a statement or statements prepared by the Servicer to the Note Insurer and
each Person who at any time during such calendar year shall have been a
Noteholder that provides the information that the Servicer actually knows is
necessary under applicable law for the preparation of the income tax returns of
such Noteholders.

                                    ARTICLE V
                                   THE POLICY

      SECTION 5.01 THE POLICY.


      The Servicer and the Issuer agree, simultaneously with the execution and
delivery of this Agreement, to cause the Note Insurer to issue the Policy to the
Trustee for the benefit of the Trust in accordance with the terms thereof and
the Insurance Agreement.


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<PAGE>   42
      SECTION 5.02 CLAIMS UNDER POLICY.

      (a) If on any Determination Date the Servicer has reported to the Trustee
in the Monthly Servicer Report that the Servicer has determined that (A) as of
the opening of business of the Trustee on such Determination Date, the amount of
Available Funds on deposit in the Collection Account, together with any amounts
on deposit in the Reserve Account and the Note Payment Account, are insufficient
to provide for the payment in full of the Interest Distributable Amount payable
on the related Payment Date (after giving effect to each payment required to be
made prior to such payment on such Payment Date pursuant to Section 4.04(b)),
and/or (B) if such Payment Date is the Final Payment Date and the Note Balance
has not been reduced to zero prior to such Determination Date, and all amounts
then on deposit in the Collection Account, together with any amounts then on
deposit in the Reserve Account and the Note Payment Account are insufficient to
make a payment to the Noteholders reducing the Note Balance to zero (after
giving effect to each payment required to be made prior to such payment on the
Final Payment Date pursuant to Section 4.04(b)), then by 2:00 p.m., New York
time on such Determination Date, the Trustee shall deliver to the Note Insurer
and the Servicer a completed notice for payment in the form set forth as Exhibit
A to the Policy (the "Notice for Payment"), and shall confirm delivery of such
Notice for Payment, each as specified in the Policy. The Notice for Payment
shall specify the amount of the Interest Deficiency Draw Amount and/or the Final
Principal Deficiency Amount (as each such term is defined in the Policy) and
shall constitute a claim pursuant to the Policy. Upon receipt of any payments on
behalf of the Trust under the Policy, the Trustee shall deposit any Interest
Deficiency Draw Amount and/or Principal Deficiency Draw Amount in the Note
Payment Account. Such amounts shall be distributed pursuant to Section 4.04.

      (b) The Trustee shall receive in the Note Payment Account, as
attorney-in-fact of each Noteholder, any payment from the Note Insurer and
disburse the same to each Noteholder, for the purposes and in the respective
amounts required in accordance with the provisions of Section 4.04.

      (c) The Trustee shall keep complete and accurate records of the amount of
payments received from the Note Insurer and the Note Insurer shall have the
right to inspect such records at reasonable times upon one Business Days' prior
notice to the Trustee. The statements the Trustee prepares in the normal course
of business with respect to accounts similar in nature to the Note Payment
Account shall fulfill the record requirements of this Section.

      (d) If any of the payments guaranteed by the Policy are voided (a
"Preference Event") pursuant to a final and non-appealable order under any
applicable bankruptcy, insolvency, receivership or similar law in an Insolvency
Proceeding and, as a result of such a Preference Event, the Trustee is required
to return such voided payment, or any portion of such voided payment, made in
respect of the Notes (an "Avoided Payment"), the Trustee shall furnish to the
Note Insurer (x) a certified copy of a final order of a court exercising
jurisdiction in such Insolvency Proceeding to the effect that the Trustee is
required to return any such payment or portion thereof during the term of the
Policy because such payment was voided under applicable law, with respect to
which order the appeal period has expired without an appeal having been filed
(the "Final Order"), (y) an assignment, in form reasonably satisfactory to the
Note Insurer, irrevocably assigning to the Note Insurer all rights and claims of
the Trustee relating to or arising under such Avoided Payment, and (z) a Notice
for Payment appropriately completed and executed by the Trustee. Such payment
shall be disbursed to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the Final Order and not to the Trustee directly. The
Trustee is not permitted to make a claim on the Trust or on any

                                      -35-

<PAGE>   43
Noteholder for payments made to Noteholders which are characterized as
preference payments by any bankruptcy court having jurisdiction over any
bankrupt Obligor unless ordered to do so by such bankruptcy court.

      SECTION 5.03 SURRENDER OF POLICY.

      The Trustee shall surrender the Policy to the Note Insurer for
cancellation upon its expiration in accordance with the terms thereof.

      SECTION 5.04 RIGHTS OF SUBROGATION AND ASSIGNMENT.

      (a) The parties hereto agree that to the extent the Note Insurer makes any
payment with respect to the Notes under the Policy, the Note Insurer shall
become subrogated to the rights of the recipients of such payments to the extent
of such payments (including, without limitation, to the fullest extent permitted
by law, all rights of the Trustee and each Noteholder in the conduct of any
related Insolvency Proceeding). In furtherance and not by way of limitation of
the foregoing, and subject to and conditioned upon any payment with respect to
the Notes by or on behalf of the Note Insurer, the Trustee shall assign, and the
Noteholders, by reason of their acquisition and holding of the Notes, shall be
deemed to have agreed to the assignment, to the Note Insurer, of all rights to
the payment of interest or principal with respect to the Notes which are then
due for payment, together with all other rights and remedies of the Trustee or
the Noteholders with respect to the Notes (including, without limitation, all
rights of the Trustee and each Noteholder in the conduct of any related
Insolvency Proceeding), to the extent of all payments made by the Note Insurer
with respect to the Notes. The Trustee shall take all such actions and deliver
all such instruments as may be reasonably requested or required by the Note
Insurer to effectuate the purpose or provisions of the foregoing subrogation
and/or assignment. For the avoidance of doubt, any payment made under the Policy
in respect of interest or principal due under the Notes shall not reduce in any
manner the amount of interest or principal (or the Note Balance) otherwise due
hereunder or under the Notes.


      (b) The foregoing rights of subrogation and assignment described in clause
(a) above are in all cases in addition to, and not in limitation of, all
equitable rights of subrogation and other rights and remedies otherwise
available to the Note Insurer in respect of payments under the Policy, and the
Note Insurer hereby specifically reserves all such rights and remedies.

                                   ARTICLE VI
                                    THE NOTES

      SECTION 6.01 THE NOTES.

      (a) The Notes shall be non-recourse obligations of the Issuer and the
Trust Estate shall be the sole source of payments of principal thereof and
interest thereon. Notwithstanding anything else to the contrary contained
herein, the Notes shall not be considered a general obligation of the Issuer for
any purpose.

      (b) The Notes shall be issued on the Closing Date and the Note Balance
shall accrue interest at the Note Rate from and including the Closing Date.


                                      -36-

<PAGE>   44
      (c) The Notes shall be substantially in the form attached hereto as
Exhibit C, and shall be issuable in minimum denominations of $1,000,000 and
integral multiples of $1,000 in excess thereof. The Notes shall each be executed
by the Issuer and authenticated by the Trustee by the manual or facsimile
signature of a Responsible Officer of the Trustee. Notes bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
were affixed, authorized to sign on behalf of the Issuer or the Trustee shall be
valid and binding obligations of the Issuer, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of such Notes. The Notes shall be dated the date of their authentication.

      (d) The Notes shall be issued only in a transaction (or transactions) that
was not required to be registered under the Securities Act. For purposes of the
preceding sentence, the term "Securities Act" shall mean the provisions thereof
exclusive of Regulation S (17 CFR 230.901 through 230.904).

      SECTION 6.02 AUTHENTICATION AND DELIVERY OF THE NOTES.

      The Trustee shall cause to be authenticated and delivered to or upon the
order of the Issuer, in exchange for the Receivables and the other property
included in the Trust Estate, simultaneously with the assignment, transfer and
conveyance to the Trustee of the Receivables and the constructive delivery to
the Trustee on behalf of the Noteholders of the Receivable Files and the other
components of the Trust Estate, the Notes duly authenticated by the Trustee, in
authorized denominations equaling in the aggregate the Note Balance. No Note
shall be entitled to any benefit under this Agreement or be valid for any
purpose, unless there appears thereon a certificate of authentication
substantially in the form set forth in the form of such Note attached hereto as
Exhibit C, executed by the Trustee by manual or facsimile signature, and such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered under this Agreement.

      SECTION 6.03 REGISTRATION OF TRANSFER AND EXCHANGE OF NOTES.

      (a) The Note Registrar shall maintain a Note Register in which, subject to
such reasonable regulations as it may prescribe, the Note Registrar shall
provide for the registration of the Notes and transfers and exchanges thereof as
provided in this Agreement. The Trustee is hereby initially appointed Note
Registrar for the purpose of registering the Notes and transfers and exchanges
thereof as provided in this Agreement. In the event that, subsequent to the
Closing Date, the Trustee notifies the Servicer that it is unable to act as Note
Registrar, the Servicer shall appoint another bank or trust company, agreeing to
act in accordance with the provisions of this Agreement applicable to it, and
otherwise acceptable to the Trustee, to act as successor Note Registrar under
this Agreement.

      (b) Subject to the provisions of this Agreement, upon surrender for
registration of transfer of any Note at the Corporate Trust Office, the Issuer
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Notes in authorized
denominations of a like aggregate principal amount.

      (c) Notes may be exchanged for other Notes of authorized denominations of
a like aggregate principal amount, at the option of the related Noteholder upon
surrender of the Note to be exchanged at any such office or agency. Whenever any
Note is so surrendered for exchange, the Issuer shall execute and the Trustee
shall authenticate and deliver the Note that

                                      -37-

<PAGE>   45
the Noteholder making the exchange is entitled to receive. Every Note presented
or surrendered for registration of transfer or exchange shall be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Note Registrar duly executed by the Noteholder thereof or his or her attorney
duly authorized in writing.

      (d) No service or other charge shall be made for any registration of
transfer or exchange of Notes by the Trustee or the Servicer, but the Trustee
may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Notes.

      (e) Any Notes surrendered for registration of transfer or exchange shall
be canceled and subsequently destroyed by the Trustee.

      (f) Each purchaser of a Note or of a beneficial interest therein shall be
deemed to have represented and warranted, by accepting such Note or beneficial
interest as follows:

            (i) it is acquiring the Notes for its own account or for an account
      with respect to which it exercises sole investment discretion, and that it
      or such account is a Qualified Institutional Buyer or an Accredited
      Investor acquiring the Notes for investment purposes and not for
      distribution;

            (ii) it acknowledges that the Notes have not been registered under
      the Securities Act or any state securities laws and may not be sold except
      as permitted below;

            (iii) it understands and agrees that such Notes are being offered
      only in a transaction not involving any public offering within the meaning
      of the Securities Act, and that such Notes may be resold, pledged or
      transferred only in accordance with Section 6.03(g) below (1) to a person
      who the transferor reasonably believes after due inquiry is, and who has
      certified that it is, a Qualified Institutional Buyer that purchases for
      its own account or for the account of a Qualified Institutional Buyer to
      whom notice is given that the resale, pledge or transfer is being made in
      reliance on Rule 144A or (2) to an institution that is an Accredited
      Investor who has certified that it is an Accredited Investor purchasing
      for its own account or for the account of another Accredited Investor
      (unless the purchaser is a bank acting in its fiduciary capacity);

            (iv) it understands that the following legend will be placed on the
      Notes, unless otherwise agreed by the Issuer:


      "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN
COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE
TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET
FORTH IN THE INDENTURE AND SERVICING AGREEMENT UNDER WHICH THIS NOTE IS ISSUED
(A COPY OF WHICH IS AVAILABLE FROM THE TRUSTEE UPON REQUEST). PROSPECTIVE
PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY NOTES MAY BE RELYING ON
THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT."


                                      -38-

<PAGE>   46
            (v) it (x) has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of
      its prospective investment in the Notes; and (y) it (or any account for
      which it is purchasing) has the ability to bear the economic risks of its
      prospective investment for an indefinite period and can afford the
      complete loss of such investment; and

            (vi) it understands that the Issuer, the Placement Agent and others
      will rely upon the truth and accuracy of the foregoing acknowledgments,
      representations, warranties and agreements and agrees that if any of the
      acknowledgments, representations, warranties and agreements deemed to have
      been made by it by its purchase of the Notes are no longer accurate, it
      shall promptly notify the Issuer and the Placement Agent. If it is
      acquiring the Notes as a fiduciary or agent for one or more investor
      accounts, it represents that it has sole investment discretion with
      respect to each such account and it has full power to make the foregoing
      acknowledgments, representations, warranties and agreements on behalf of
      each such account; and

            (vii) it understands that the Notes may not be transferred to an
      Employee Plan, or an entity, account or other pooled investment fund the
      underlying assets of which include or are deemed to include Employee Plan
      assets by reason of an Employee Plans involvement in the entity, account
      or other pooled investment fund unless the Holder or prospective
      transferee delivers to the Trustee an opinion of counsel (which counsel
      and opinion shall be reasonably acceptable to the Issuer, Servicer and
      Trustee) as provided in this Agreement. The Issuer, Servicer, Trustee and
      Backup Servicer shall not be responsible for confirming or otherwise
      investigating whether a proposed transferee is an employee benefit plan,
      trust or account subject to ERISA, or described in Section 4975(e)(1) of
      the Code.

            (viii)in the case of the acquisition of Notes, directly or
      indirectly, by a partnership, limited liability company, S corporation,
      grantor trust, or any other "flow-through entity" (within the meaning of
      United States Treasury Regulations Section 1.7704-1(h)(3)) ( a
      "Flow-Through Entity"), the Flow-Through Entity, on behalf of each
      beneficial owner of interests, directly and indirectly, in such
      Flow-Through Entity, acknowledges that (A) use of such Flow-Through Entity
      to acquire and hold Notes (as opposed to direct acquisition or ownership
      of Notes by the beneficial owners of the Flow-Through Entity) is not
      motivated by, or a direct consequence of, efforts to qualify for the
      "private placement" safe harbor of United States Treasury Regulations
      Section 1.7704-1(h) pursuant to which the Flow-Through Entity, rather than
      each beneficial owner owning a direct or indirect interest in the
      Flow-Through Entity, is counted as a partner in determining whether there
      are fewer than one hundred (100) partners in the Trust (assuming for
      purposes of the foregoing that the Trust were classified as a partnership
      for federal and state income tax purposes and not solely as a security
      device for such purposes) and, hence, whether the Notes are not treated as
      "readily tradable" on a "secondary market' or the "substantial equivalent
      thereof" (all as defined in United States Treasury Regulations Section
      1.7704-1 et. seq.) by reason of such safe harbor.


                                      -39-

<PAGE>   47
            (ix) it understands that there are restrictions on the transfer of
      Notes that are intended to avoid classification of the Trust as a
      "publicly traded partnership" within the meaning of the Section 7704(b) of
      the Code.

      (g) No sale, pledge or other transfer (a "Transfer") of any Notes shall be
made unless that Transfer is made pursuant to an effective registration
statement under the Securities Act, and effective registration or qualification
under applicable state securities laws, or is made in a transaction that does
not require such registration or qualification. If such a Transfer is made
without registration under the Securities Act (other than in connection with the
initial issuance thereof by the Issuer, the Placement Agent or the initial
purchasers), then the Note Registrar shall refuse to register such Transfer
unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Noteholder desiring to effect such Transfer substantially
in the form attached as Exhibit D-1 hereto, and a certificate from such
Noteholder's prospective transferee substantially in the form attached as either
Exhibit D-2 hereto or as Exhibit D-3 hereto; or (ii) an Opinion of Counsel
reasonably satisfactory to the Issuer and the Note Registrar to the effect that
such Transfer may be made without registration under the Securities Act and/or
applicable state securities laws(which Opinion of Counsel shall not be an
expense of the Trust Estate or of the Issuer, the Servicer, the Trustee or the
Note Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such Transfer from the
Noteholder desiring to effect such Transfer and/or such Noteholder's prospective
transferee on which such Opinion of Counsel is based. None of the Issuer, the
Trustee or the Note Registrar is obligated to register or qualify the Notes
under the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any Note
without registration or qualification. Any Holder of a Note desiring to effect
such a Transfer shall, and upon acquisition of such a Note shall be deemed to
have agreed to, indemnify the Trustee, the Note Registrar and the Issuer against
any liability that may result if the Transfer is not so exempt or is not made in
accordance with such federal and state laws. In connection with a Transfer of
the Notes, the Issuer shall furnish upon request of a Noteholder to such Holder
and any prospective purchaser designated by such Noteholder the information
required to be delivered under paragraph (d)(4) of Rule 144A of the Securities
Act.

      (h) No Transfer of any Notes shall be made if such Transfer would result
in the beneficial ownership of Notes by more than 75 Persons; provided, however,
that no Transfer of Notes shall be made if the transferee of Notes is a
Flow-Through Entity (as defined in Section 6.3(f)(viii)), unless such
Flow-Through Entity is able to make and makes the acknowledgment in Section
6.3(f)(viii). The Trustee shall be authorized to rely on a determination by the
Servicer or the Issuer, in written form, as to whether or not any Transfer is
authorized under this Section 6.03(h). Each Noteholder, by its acceptance of a
Note, acknowledges and agrees that the foregoing restriction on transfer of the
Notes is reasonable given the potentially adverse treatment to the Trust and the
Noteholders of classification of the Partnership as a "publicly traded
partnership" within the meaning of Section 7704(b) of the Code.

      (i) In no event shall a Note be transferred to an employee benefit plan,
trust annuity or account subject to ERISA or a plan described in Section
4975(e)(1) of the Code (or any such plan, trust or account, including any Keogh
(HR-10) plans, individual retirement accounts or annuities and other employee
benefit plans subject to Section 408 of ERISA or Section 4975 of the Code being
referred to herein as an "Employee Plan") or an entity, account or other pooled
investment fund the underlying assets of which include or are deemed to include
Employee Plan assets by reason of an Employee Plan's investment in the entity,
account or other pooled

                                      -40-

<PAGE>   48
investment fund, unless the Holder or prospective transferee delivers to the
Trustee an opinion of counsel (which counsel and opinion shall be reasonably
acceptable to the Issuer, Servicer and Trustee) to the effect that (i) such
transfer would not reasonably be likely to cause the underlying assets of the
Trust to constitute Employee Plan assets, or (ii) that the transfer or sale of
the Note to the prospective transferee, the subsequent management,
administration, servicing and operation of the Trust and the ownership of the
Note by the prospective transferee would not reasonably be likely to constitute
a violation of the prohibited transaction rules of ERISA or the Code for which
no statutory exception or administrative exemption applies. In connection with
the delivery of such opinion, the Issuer, the Servicer, the Trustee and the
Backup Servicer shall cooperate with the Holder and the prospective transferee
and, upon reasonable request of such Holder or prospective transferee, provide
such information as may be necessary to render or evaluate such opinion. Such
opinion of counsel shall be at the expense of the Holder or the proposed
transferee providing the opinion. The Issuer, Servicer, Trustee and Backup
Trustee shall not be responsible for confirming or otherwise investigating
whether a proposed transferee is an employee benefit plan, trust or account
subject to ERISA, or described in Section 4975(e)(1) of the Code.
Notwithstanding anything to the contrary herein, the foregoing restriction on
sale or transfer to an Employee Plan or an entity, account or other pooled
investment fund deemed to include Employee assets shall not apply to or prevent
the initial issuance, transfer or sale, or any subsequent issuance, transfer or
sale, of a Note to an insurance company, insurance servicer or insurance
organization qualified to do business in a state that purchases Notes with funds
held in one or more of its general accounts.

      (j) To the extent permitted under applicable law, the Trustee shall be
under no liability to any Person for any registration of transfer of any Note
that is in fact not permitted by this Section 6.03 or for making any payments
due to the Noteholder thereof or taking any other action with respect to such
Noteholder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the requirements of this Agreement.

      SECTION 6.04 MUTILATED, DESTROYED, LOST OR STOLEN NOTES.

      (a) If (i) any mutilated Note is surrendered to the Note Registrar, or the
Note Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Note Registrar, the Note
Insurer, the Trustee and the Issuer such security or indemnity as may be
required by them to save each of them harmless (the general obligation of an
institutional investor that is investment grade rated being sufficient
indemnity), then, in the absence of notice that such Note has been acquired by a
bona fide purchaser, the Issuer shall execute and the Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Note, a new Note of like tenor and denomination or ownership interest,
as applicable. In connection with the issuance of any new Note under this
Section, the Issuer or the Trustee may require the payment by the Noteholder
thereof of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto.

      (b) If, after the delivery of such replacement Note or payment with
respect to a destroyed, lost or stolen Note, a bona fide purchaser of the
original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer and the Trustee shall be entitled to
recover such replacement Note (or such payment) from the Person to whom it was
delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of any such Person, except a
bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided

                                      -41-

<PAGE>   49
therefor to the extent of any loss, damage, cost or expense incurred by the
Issuer or the Trustee in connection therewith.

      SECTION 6.05 PERSONS DEEMED OWNERS.

      Prior to due presentation of a Note for registration of transfer, the
Trustee, the Note Registrar and any of their respective agents may treat the
Person in whose name any Note is registered as the owner of such Note for the
purpose of receiving payments pursuant to Section 4.04 and for all other
purposes whatsoever, and neither the Trustee, the Note Registrar nor any of
their respective agents shall be affected by any notice to the contrary.

      SECTION 6.06 ACCESS TO LIST OF NOTEHOLDERS' NAMES AND ADDRESSES.

      The Note Registrar shall furnish or cause to be furnished to the Servicer,
within 15 days after receipt by the Note Registrar of a written request therefor
from the Servicer, a list of the names and addresses of the Noteholders as of
the most recent Record Date. If three or more Noteholders, or one or more
Noteholders evidencing not less than 25% of the Voting Interests (hereinafter
referred to as "Applicants"), apply in writing to the Trustee, and such
application states that the Applicants desire to communicate with other
Noteholders with respect to their rights under this Agreement or under the Notes
and such application is accompanied by a copy of the communication that such
Applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such Applicants access,
during normal business hours, to the current list of Noteholders as reflected in
the Note Register. Every Noteholder, by receiving and holding a Note, agrees
with the Servicer and the Trustee that neither the Servicer nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Noteholders under this Agreement, regardless
of the source from which such information was derived.

      SECTION 6.07 SURRENDERING OF NOTES.

      Each Noteholder shall surrender its Note within fourteen (14) days after
receipt of the final payment received in connection therewith, whether by
optional redemption of the Issuer or otherwise. Each Noteholder, by its
acceptance of the final payment with respect to its Note, will be deemed to have
relinquished any further right to receive payments under this Agreement and any
interest in the Trust Estate. Each Noteholder shall indemnify and hold harmless
the Issuer, the Trustee and any other Person against whom a claim is asserted in
connection with such Noteholder's failure to tender the Note to the Trustee for
cancellation.

      SECTION 6.08 MAINTENANCE OF OFFICE OR AGENCY.

      The Trustee shall maintain in the City of Minneapolis, Minnesota, an
office or offices or agency or agencies where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustee in respect of the Notes and this Agreement may be served. The
Trustee initially shall designate the Corporate Trust Office as its office for
such purposes. The Trustee shall give prompt written notice to the Issuer, the
Servicer and the Noteholders of any change in the location of the Note Register
or any such office or agency.


                                      -42-

<PAGE>   50
      SECTION 6.09 CONFIDENTIAL INFORMATION.

      Each purchaser of a Note or of a beneficial interest therein (a "Holder")
shall be deemed to have agreed to comply by this Section 6.09 by accepting such
Note or beneficial interest. Each Holder acknowledges that it may obtain
information relating to the Servicer or the Issuer which is of a confidential
and proprietary nature ("Proprietary Information"). Such Proprietary Information
may include, but is not limited to, non-public trade secrets, know how,
invention techniques, processes, programs, schematics, source documents, data,
and financial information. Each Holder shall at all times, both during the term
of this Agreement and for a period of three (3) years after its termination,
keep in trust and confidence all such Proprietary Information, and shall not use
such Proprietary Information other than as required to enforce its rights under
its Note, nor shall any Holder disclose any such Proprietary Information without
the written consent of the Servicer or the Issuer. Each Holder further agrees to
immediately return all Proprietary Information (including copies thereof) in its
possession, custody, or control upon termination of this Agreement for any
reason.


      No Holder shall disclose, advertise or publish the existence or the terms
or conditions of this Agreement without prior written consent of the Servicer or
the Issuer. Notwithstanding the foregoing, this Section 6.09 shall not prohibit
disclosure of information that is required to be disclosed by each Holder
pursuant to federal or state laws or regulation. In particular each Holder
agrees that it shall not, without the prior consent of the Servicer or the
Issuer, disclose the existence of this Agreement or any of the terms herein to
any Person other than (i) counsel to each Holder (ii) an employee or director of
each Holder with a need to know in order to implement this Agreement and only if
such employee or director or counsel agrees to maintain the confidentiality of
this Agreement or (iii) a bona fide purchaser or potential purchaser of the
Note. The parties hereto agree that the Servicer and/or the Issuer shall have
the right to enforce these nondisclosure provisions by an action for specific
performance filed in any court of competent jurisdiction in the State of Kansas.

                                   ARTICLE VII
                                   THE ISSUER

      SECTION 7.01 REPRESENTATIONS OF ISSUER.

      The Issuer hereby makes the following representations on which the Trustee
is relying in accepting the Receivables in trust and authenticating the Notes
and the Note Insurer is relying in issuing the Policy. The representations shall
speak as of the execution and delivery of this Agreement and shall survive the
grant of a security interest in or the transfer of the Receivables to the
Trustee.

      (a) Organization and Good Standing. The Issuer is duly organized and
validly existing as a corporation in good standing under the laws of the State
of Delaware, with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently
conducted, and had at all relevant times, and now has, power, authority and
legal right to acquire, own, hold, transfer, assign and convey the Receivables.

      (b) Due Qualification. The Issuer is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals in Kansas and in all

                                      -43-

<PAGE>   51
other jurisdictions in which the ownership or lease of property or the conduct
of its business requires such qualifications, licenses or approvals, the
noncompliance with which would have a material adverse effect on the Note
Insurer or the Noteholders.

      (c) Power and Authority. The Issuer has the power and authority to execute
and deliver this Agreement and the other Transaction Documents to which it is a
party, and to carry out their respective terms; the Issuer has full power and
authority to grant a security interest in the Trust Estate and has duly
authorized such grant to the Trustee by all necessary action; and the execution,
delivery and performance by the Issuer of this Agreement and each of the other
Transaction Documents to which it is a party has been duly authorized by all
necessary action of the Issuer.

      (d) Valid Transfers; Binding Obligations. This Agreement evidences a valid
grant of a first priority perfected security interest under the UCC in the
Receivables, and such other portion of the Trust Estate as to which a security
interest may be perfected under the UCC, which is effective for so long as the
Notes or the Note Insurer Obligations remain outstanding, enforceable against
creditors of and purchasers from the Issuer, and each of the Transaction
Documents to which the Issuer is a party constitutes a legal, valid and binding
obligation of the Issuer enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting creditors' rights generally or by general equity
principles.

      (e) No Violation. The consummation of the transactions contemplated by
this Agreement and the other Transaction Documents and the fulfillment of the
terms of this Agreement and the other Transaction Documents do not conflict
with, result in any breach of any of the terms or provisions of, nor constitute
(with or without notice or lapse of time) a default under, its Certificate of
Incorporation or Bylaws of the Issuer or any indenture, agreement or other
instrument to which the Issuer is a party or by which it shall be bound, nor
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than this Agreement), nor violate any law, order, rule or regulation
applicable to the Issuer of any court or of any federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Issuer or its properties, which breach, default, conflict,
Lien or violation would have a material adverse effect on the rights or
interests of the Noteholders or the Note Insurer.

      (f) No Proceedings. There is no action, suit or proceeding before or by
any court or governmental agency or body, domestic or foreign, now pending, or
to the Issuer's knowledge, threatened, against or affecting the Issuer: (i)
asserting the invalidity of this Agreement, the Notes or any of the other
Transaction Documents to which the Issuer is a party, (ii) seeking to prevent
the issuance of the Notes or the consummation of any of the transactions
contemplated by this Agreement, or any of the other Transaction Documents, (iii)
seeking any determination or ruling that might materially and adversely affect
the performance by the Issuer of its obligations under, or the validity or
enforceability of, this Agreement, the Notes or any other Transaction Documents,
or (iv) relating to the Issuer and which might adversely affect the federal
income tax attributes of the Notes.

      (g) No Subsidiaries. The Issuer has no subsidiaries.

      (h) Not an Investment Company. Neither the Issuer nor the Trust Estate is
an "investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act, and none of the issuance of
the Notes, the execution

                                      -44-

<PAGE>   52
and delivery of the Transaction Documents to which the Issuer is a party, the
acquisition by the Issuer of one or more Pools of Receivables, or the
performance by the Issuer of its obligations under the Transaction Documents, or
the use of the proceeds of the Notes by the Issuer will violate any provision of
the Investment Company Act, or any rule, regulation or order issued by the
Securities and Exchange Commission thereunder.

      (i) No Violation of Securities Act. The Issuer has not offered or sold,
and will not offer or sell, any Notes in any manner that would render the
issuance and sale of the Notes a violation of the Securities Act, or any state
securities or "Blue Sky" laws or require registration pursuant thereto, nor has
it authorized, nor will it authorize, any Person to act in such manner. No
registration under the Securities Act is required for the sale of the Notes as
contemplated hereby, assuming the accuracy of the Purchaser's representations
and warranties set forth in the Purchase Agreement and the compliance of
Placement Agent with its obligations under the Placement Agreement.

      (j) Truth and Completeness of Private Placement Memorandum. As of the
Closing Date, the Private Placement Memorandum does not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

      (k) No Violation of Exchange Act or Regulations T, U or X. None of the
transactions contemplated in the Transaction Documents (including the use of the
proceeds from the sale of the Notes) will result in a violation of Section 8 of
the Exchange Act, or any regulations issued pursuant thereto, including
Regulations T, U and X of the Board of Governors of the Federal Reserve System,
12 C.F.R., Chapter II. The Issuer does not own nor does it intend to carry or
purchase any "margin security" within the meaning of said Regulation U,
including margin securities originally issued by it or any "margin stock" within
the meaning of said Regulation U.

      (l) All Tax Returns, True, Correct and Timely Filed. All material tax
returns required to be filed by the Issuer in any jurisdiction have in fact been
filed and all taxes, assessments, fees and other governmental charges upon the
Issuer or upon any of its properties, income of franchises shown to be due and
payable on such returns have been paid. To the best of the Issuers knowledge all
such tax returns were true and correct and the Issuer knows of no proposed
material additional tax assessment against it nor of any basis therefor. The
provisions for taxes on the books of the Issuer are in accordance with generally
accepted accounting principles.

      (m) No Restriction on Issuer Affecting its Business. The Issuer is not a
party to any contract or agreement, or subject to any charter or other
restriction which materially and adversely affects its business nor has it
agreed or consented to cause any of its properties to become subject to any Lien
other than the Lien created hereby.

      (n) Perfection of Security Interest. All filings and recordings as may be
necessary to perfect the interest of the Issuer in the Receivables and such
other portion of the Trust Estate as to which a security interest may be
perfected under the UCC, have been accomplished and are in full force and
effect. All filings and recordings against the Issuer required to perfect the
security interest of the Trustee on such Receivables and such other portion of
the Trust Estate as to which a security interest may be perfected under the UCC,
have been accomplished and are in full force and effect. The Issuer 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 and such
other

                                      -45-

<PAGE>   53
portion of the Trust Estate as to which a security interest may be perfected
under the UCC, and the security interest of the Trustee on all of the
Receivables and such other portion of the Trust Estate as to which a security
interest may be perfected under the UCC are fully protected.

      (o) 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 Transaction Documents and the execution
and delivery and sale of the Notes have been or will be paid by the Issuer at or
prior to the Closing Date.

      (p) No Requirement that Issuer File a Registration Statement. There are no
contracts, agreements or understandings between the Issuer and any person
granting said person the right to require the Issuer to file a registration
statement under the Securities Act with respect to any Notes owned or to be
owned by such person.

      (q) No Broker, Finder or Financial Adviser Other than Rothschild. The
Issuer or any of its respective officers, directors, employees or agents has not
employed any broker, finder or financial adviser other than Rothschild Inc. or
incurred any liability for fees or commissions to any person other than
Rothschild Inc. in connection with the offering, issuance or sale of the Notes.

      (r) Notes Authorized, Executed, Authenticated, Validly Issued and
Outstanding. The Notes have been duly and validly authorized and, when duly and
validly executed and authenticated by the Trustee in accordance with the terms
of this Agreement and delivered to and paid for by each Purchaser as provided
herein, will be validly issued and outstanding and entitled to the benefits
hereof.

      (s) Location of Chief Executive Office and Records. The principal place of
business and chief executive office of the Issuer, and the office where Issuer
maintains all of its corporate records, is located at 3219 Inverness Road,
Hutchinson, Kansas 67502; provided that, at any time after the Closing Date,
upon 30 days prior written notice to each of the Servicer, the Note Insurer and
the Trustee, the Issuer 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 Issuer shall
have taken all actions necessary or reasonably requested by the Servicer, 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 Servicer, the Trustee or the Note
Insurer to further perfect or evidence the rights, claims or security interests
of any of the Servicer, the Trustee or the Note Insurer under any of the
Transaction Documents.

      (t) Ownership of the Issuer. One hundred percent (100%) of the issued and
outstanding shares of capital stock of the Issuer are directly owned (both
beneficially and of record) by Midland Credit Management, Inc. Such shares are
validly issued, fully paid and nonassessable and no one other than Midland
Credit Management, Inc. has any options, warrants or other rights to acquire
shares of capital stock of and from the Issuer.

      (u) Solvency. The Issuer, both prior to and after giving effect to each
transfer and sale of Receivables identified in a Schedule of Receivables on the
Closing Date (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.


                                      -46-

<PAGE>   54
      (v) Treatment. In its books and records, the Issuer will treat each
transfer of Receivables pursuant to the Receivables Contribution Agreement and
the Receivables Sale Agreement as an absolute sale and assignment of Midland
Credit Management Inc.'s and Midland Funding 98-A Corporation's full right,
title and ownership interest in each such Receivable and the Issuer has not in
any other manner accounted for or treated the transactions.

      (w) Governmental and Other Consents. No consents, approvals, authorization
or orders of, registration or filing with, or notice to any governmental
authority or court is required for the execution, delivery and performance of,
or compliance with, the Transaction Documents by the Issuer, except such
consent, approvals, authorizations, filings and notices that have already been
made or obtained.

      (x) Enforceability of Transaction Documents. Each of the Transaction
Documents to which it is a party has been duly authorized, executed and
delivered by the Issuer and constitutes the legal, valid and binding obligation
of the Issuer, enforceable against it in accordance with its terms.

      (y) Accuracy of Information. The representations and warranties of the
Issuer in the Transaction Documents are true and correct in all material
respects as of the Closing Date.

      (z) Separate Identity. The Issuer is operated as an entity separate from
Midland Credit Management, Inc. In addition, the Issuer:

            (i) has its own board of directors,

            (ii) has at least two independent directors who satisfy the
      definition of Independent Director provided in the Certificate of
      Incorporation who are not direct, indirect, or beneficial stockholders,
      officers, directors, employees, affiliates, associates, customers or
      suppliers of any of the Servicer or its Affiliates (other than, in the
      case of the Issuer, directors thereof) or relatives of any thereof,

            (iii) maintains its assets in a manner which facilitates their
      identification and segregation from those of the Servicer,

            (iv) has all office furniture, fixtures and equipment necessary to
      operate its business,

            (v) conducts all intercompany transactions with the Servicer on
      terms which the Issuer reasonably believes to be on an arm's-length basis,

            (vi) has not guaranteed any obligation of the Servicer or any of its
      Affiliates, nor has it had any of its obligations guaranteed by any such
      entities and has not held itself out as responsible for debts of any such
      entity or for the decisions or actions with respect to the business
      affairs of any such entity,

            (vii) has not permitted the commingling or pooling of its funds or
      other assets with the assets of the Servicer (other than in respect of
      items of payment and funds which may be commingled until deposit into the
      Collection Account in accordance with this Agreement),


                                      -47-

<PAGE>   55
            (viii) has separate deposit and other bank accounts to which neither
      the Servicer nor any of its Affiliates has any access and does not at any
      time pool any of its funds with those of the Servicer or any of its
      Affiliates, except for such funds which may be commingled until deposit
      into the Collection Account in accordance with this Agreement,

            (ix) maintains financial records which are separate from those of
      the Servicer or any of its Affiliates,

            (x) compensates all employees, consultants and agents, or reimburses
      the Servicer from the Issuer's own funds, for services provided to the
      Issuer by such employees, consultants and agents,

            (xi) conducts all of its business (whether in writing or orally)
      solely in its own name,

            (xii) is not, directly or indirectly, named as a direct or
      contingent beneficiary or loss payee on any insurance policy covering the
      property of the Servicer or any of its Affiliates and has entered into no
      agreement to be named as such a beneficiary or payee,

            (xiii) acknowledges that the Trustee and the Note Insurer are
      entering into the transactions contemplated by this Agreement and the
      other Transaction Documents in reliance on the Issuers identity as a
      separate legal entity from the Servicer, and

            (xiv) practices and adheres to company formalities such as complying
      with its By-laws and resolutions and the holding of regularly scheduled
      board of directors meetings.

      (aa) ERISA Compliant. The Issuer and all ERISA Affiliates are in
compliance with all applicable federal or state laws, including the rule and
regulations promulgated thereunder, relating to discrimination in the hiring,
promotion or pay of employees, any applicable federal or state wages and hours
law, and the provisions of the ERISA applicable to its business, except where
such noncompliance would not, individually or in the aggregate, have a Material
Adverse Effect. The employee benefit plans, including employee welfare benefit
plans (the "Employee Plans") of the Issuer and all ERISA Affiliates have been
operated in compliance with the Code, all regulations, rulings and announcements
promulgated or issued thereunder and all other applicable governmental laws and
regulations (except to the extent such noncompliance would not, individually or
in the aggregate, have a Material Adverse Effect). No reportable event under
Section 4043(b) of ERISA or any prohibited transaction under Section 406 of
ERISA has occurred with respect to any employee benefit Plan maintained by the
Issuer or any ERISA Affiliate (except to the extent that any such event or
transaction would not, individually or in the aggregate, have a Material Adverse
Effect). There are no pending or, to the Issuer's best knowledge, threatened,
claims by or on behalf of any employee plan, by any employee or beneficiary
covered under any such plan or by any governmental authority or otherwise
involving such plans or any of their respective fiduciaries (other than for
routine claims for benefits). All Employee Plans that are group health plans
have been operated in compliance with the group health plan continuation
coverage requirements of Section 4980B of the Code in all material respects
(except to the extent that such noncompliance would not, individually or in the
aggregate, have a Material Adverse Effect). "Material Adverse Effect" means,
when used in

                                      -48-

<PAGE>   56
connection with the Issuer, any development, change or effect that is materially
adverse to the business, properties, assets, net worth, condition (financial or
other), or results of operations of the Issuer or that reasonably could be
expected to be materially adverse to the prospects of the Issuer. Neither the
Issuer nor any of its ERISA Affiliates have a "defined benefit plan" as defined
in ERISA.

      SECTION 7.02 REACQUISITION OF RECEIVABLES UPON BREACH.

      (a) Upon discovery by the Issuer or the Servicer (which discovery shall be
deemed to have occurred upon the receipt of notice by a Responsible Officer of
the Issuer or the Servicer) or upon the actual knowledge of a Responsible
Officer of the Trustee of a breach of any of the representations and warranties
of the Issuer set forth in Section 7.01, the party discovering such breach shall
give prompt written notice to the others. If such breach has or would have a
material adverse effect on the rights or interests of the Noteholders or the
Note Insurer with respect to all or a portion of the Receivables, the Issuer
shall reacquire the Receivables and, if necessary, the Issuer shall enforce the
obligation of the Seller under the Receivables Sale Agreement, as the case may
be, to reacquire the Receivables from the Issuer, unless such breach shall have
been cured within thirty (30) days after the earlier to occur of the discovery
of such breach by the Issuer or receipt of written notice of such breach by the
Issuer, such that the relevant representation and warranty shall be true and
correct in all material respects as if made on such day, and the Issuer shall
have delivered to the Trustee a certificate of any Responsible Officer of the
Issuer describing the nature of such breach and the manner in which the relevant
representation and warranty became true and correct. This repurchase obligation
shall pertain to all representations and warranties of the Issuer contained in
Section 7.01, whether or not the Issuer has knowledge of the breach at the time
of the breach or at the time the representations and warranties were made. The
Issuer will be obligated to accept the reassignment of the Receivables as set
forth above on the Remittance Date next succeeding the date on which such
reassignment obligation arises. In consideration of the reacquisition of the
Receivables, on such Remittance Date, the Issuer shall remit the aggregate
Acquisition Payments of the Receivables to the Note Account in the manner
specified in Section 4.03. The payment of such consideration, in immediately
available funds, will be considered a payment in full of the Receivables.

      (b) Upon any such reacquisition, the Trustee on behalf of the Noteholders
and the Note Insurer shall, without further action, be deemed to have released
its interest in, to and under the Removed Receivables, all monies due or to
become due with respect thereto after the aforementioned Remittance Date and all
proceeds thereof. The Trustee shall execute such documents and instruments and
take such other actions as shall be reasonably requested by the Issuer to effect
the security interest release pursuant to this Section. Notwithstanding the
foregoing, the Controlling Party may by delivery of prior written notice waive
any breach and repurchase the obligation of the Issuer pursuant to this Section
7.02. The Trustee shall have no duty to conduct any affirmative investigation as
to the occurrence of any condition requiring the reacquisition of the
Receivables pursuant to this Section, except as otherwise provided in Section
10.02.

      SECTION 7.03 LIABILITY OF ISSUER.

      The Issuer shall be liable in accordance with this Agreement only to the
extent of the obligations in this Agreement specifically undertaken by the
Issuer in such capacity under this Agreement and shall have no other obligations
or liabilities hereunder.


                                      -49-

<PAGE>   57
      SECTION 7.04 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS
                   OF, THE ISSUER; CERTAIN LIMITATIONS.

      (a) Merger, Etc. Any corporation (i) into which the Issuer may be merged
or consolidated, (ii) which may result from any merger, conversion or
consolidation to which the Issuer shall be a party, or (iii) which may succeed
to all or substantially all of the business of the Issuer, which corporation or
in any of the foregoing cases executes an agreement of assumption to perform
every obligation of the Issuer under this Agreement, shall be the successor to
the Issuer under this Agreement without the execution or filing of any document
or any further act on the part of any of the parties to this Agreement, except
that if the Issuer in any of the foregoing cases is not the surviving entity,
then the surviving entity shall execute an agreement of assumption to perform
every obligation of the Issuer hereunder, and the surviving entity 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.
The Issuer (1) shall provide notice of any merger, consolidation or succession
pursuant to this Section to the Rating Agency, the Trustee, the Note Insurer,
the Noteholders and the Placement Agent, (2) for so long as the Notes are
outstanding, shall receive from the Rating Agency a letter to the effect that
such merger, consolidation or succession will not result in a qualification,
downgrading or withdrawal of the then-current rating on the Notes, and (3) shall
receive from the Controlling Party its prior written consent to such merger,
consolidation or succession, absent which consent, the Issuer shall not become a
party to such merger, consolidation or succession.

      (b) Certain Limitations.

            (i) The business, activities and purpose of the Issuer shall be
      limited as specified in its Certificate of Incorporation

            (ii) So long as any outstanding debt of the Issuer or the Notes is
      rated by the Rating Agency, the Issuer shall not issue unsecured notes or
      otherwise borrow money unless (A) the Issuer has made a written request to
      the Rating Agency to issue unsecured notes or incur indebtedness and such
      notes or borrowings are rated by the Rating Agency the same as or higher
      than the rating afforded any outstanding rated debt or the Notes, and (B)
      such notes or borrowings (1) are fully subordinated (and which shall
      provide for payment only after payment in respect of all outstanding rated
      debt and/or the Notes) or are nonrecourse against any assets of the Issuer
      other than the assets pledged to secure such notes or borrowings, (2) do
      not constitute a claim against the Issuer in the event such assets are
      insufficient to pay such notes or borrowings and (3) where such notes or
      borrowings are secured by the collateral securing the rated debt or the
      Notes, such notes or borrowings are fully subordinated (and which shall
      provide for payment only after payment in respect of all outstanding rated
      debt and/or the Notes) to such rated debt or the Notes.

            (iii) The Issuer shall not issue unsecured notes or otherwise borrow
      money, or otherwise grant any consensual Lien in favor of any Person
      (other than the Lien granted pursuant hereto) absent the prior written
      consent of the Controlling Party.


                                      -50-

<PAGE>   58
      (c) Unanimous Consent. Notwithstanding any other provision of this Section
and any provision of law, the Issuer shall not do any of the following without
the affirmative unanimous vote of all members of the Board of Directors of the
Issuer (which includes both Independent Directors, as such term is defined in
the Certificate of Incorporation).

            (i) (A) dissolve or liquidate, in whole or in part, or institute
      proceedings to be adjudicated bankrupt or insolvent, (B) consent to the
      institution of bankruptcy or insolvency proceedings against it, (C) file a
      petition seeking or consent to reorganization or relief under any
      applicable federal or state law relating to bankruptcy, (D) consent to the
      appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
      other similar official) of the corporation or a substantial part of its
      property, (E) make any assignment for the benefit of creditors, (F) admit
      in writing its inability to pay its debts generally as they become due, or
      (G) take any action in furtherance of the actions set forth in clauses (A)
      through (F) above; or

            (ii) merge or consolidate with or into any other person or entity or
      sell or lease its property and all or substantially all of its assets to
      any person or entity; or

            (iii) modify any provision of its Certificate of Incorporation or
      Bylaws.

      SECTION 7.05 LIMITATION ON LIABILITY OF ISSUER AND OTHERS.

      The Issuer and any director or officer or employee or agent of the Issuer
may rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters
arising under this Agreement. The Issuer shall not be under any obligation to
appear in, prosecute or defend any legal action that is not incidental to its
obligations as Issuer under this Agreement or as the acquirer of the Receivables
under the Receivables Contribution Agreement, and that in its opinion may
involve it in any expense or liability.

            SECTION 7.06 ISSUER MAY OWN NOTES.

      The Issuer and any Person controlling, controlled by or under common
control with the Issuer may, in its individual or any other capacity, become the
owner or pledgee of one or more Notes with the same rights as it would have if
it were not the Issuer or an affiliate thereof, except as otherwise specifically
provided in the definition of the term "Noteholder." The Notes so owned by or
pledged to the Issuer or such controlling or commonly controlled Person shall
have an equal and proportionate benefit under the provisions of this Agreement,
without preference, priority or distinction as among any of the Notes, except as
set forth herein with respect to, among other things, certain rights to vote,
consent or give directions to the Trustee as a Noteholder.

      SECTION 7.07 COVENANTS OF ISSUER.

      (a) Bylaws and Certificate of Incorporation. The Issuer hereby covenants
not to change, or agree to any change of, its Bylaws or Certificate of
Incorporation without (i) notice to the Trustee, the Rating Agency and the Note
Insurer, and (ii) the prior written consent of the Controlling Party.


                                      -51-

<PAGE>   59
      (b) Merger of the Issuer, Asset Sales and Purchases. Without the prior
written consent of the Controlling Party, the Issuer shall not merge with or
into or, or transfer or sell all or substantially all of its assets to, or buy
all or substantially all the assets of, any person.

      (c) Preservation of Existence. The Issuer hereby covenants to do or cause
to be done all things necessary on its part to preserve and keep in full force
and effect its existence as a corporation, and to maintain each of its licenses,
approvals, registrations or qualifications in all jurisdictions in which its
ownership or lease of property or the conduct of its business requires such
licenses, approvals, registrations or qualifications, except for failures to
maintain any such licenses, approvals, registrations or qualifications which,
individually or in the aggregate, would not have a material adverse effect on
the ability of Issuer to perform its obligations hereunder or under any of the
other Transaction Documents.

      (d) Compliance with Laws. The Issuer hereby covenants to comply in all
material respects with all applicable laws, rules and regulations and orders of
any governmental authority, the noncompliance with which would have a material
adverse effect on the business, financial condition or results of operations of
the Issuer or on the ability of the Issuer to repay the Notes or the Note
Insurer Obligations, or perform any of its other obligations under this
Agreement or the other Transaction Documents.

      (e) Payment of Taxes. The Issuer hereby covenants to pay and discharge
promptly or cause to be paid and discharged promptly all taxes, assessments and
governmental charges or levies imposed upon the Issuer or upon its income and
profits, or upon any of its property or any part thereof, before the same shall
become in default, provided that the Issuer shall not be required to pay and
discharge any such tax, assessment, charge or levy so long as the validity or
amount thereof shall be contested in good faith by appropriate proceedings and
the Issuer shall have set aside on its books adequate reserves with respect to
any such tax, assessments, charge or levy so contested, or so long as the
failure to pay any such tax, assessment, charge or levy would not have a
material adverse effect on the ability of the Issuer to perform its obligations
hereunder.

      (f) Exercise of Rights Under the Transaction Documents. The Issuer hereby
covenants to exercise its rights as the Purchaser under the Receivables
Contribution Agreement and take such other action in connection with the
Transaction Documents as may be appropriate or desirable, taking into account
the associated costs, to maximize the collection of amounts payable to the Trust
Estate.

      (g) Investments. The Issuer hereby covenants that it will not without the
prior written consent of the Controlling Party, acquire or hold any indebtedness
for borrowed money of another person, or any capital stock, debentures,
partnership interests or other ownership interests or other securities of any
Person, other than the Receivables acquired under any Receivables Contribution
Agreement.

      (h) Keeping Records and Books of Account. The Issuer hereby covenants and
agrees to maintain and implement administrative and operating procedures
(including, without limitation, an ability to recreate records evidencing the
Receivables in the event of the destruction or loss of the originals thereof)
and keep and maintain, all documents, books, records and other information
reasonably necessary or advisable for the collection of all Receivables
(including, without limitation, records adequate to permit the daily
identification of all collections with respect to, and adjustments of amounts
payable under, each Receivable).


                                      -52-

<PAGE>   60
      (i) Benefit Plan. The Issuer hereby covenants and agrees to comply in all
material respects with the provisions of ERISA, the Code, and all other
applicable laws, and the regulations and interpretations thereunder to the
extent applicable, with respect to each Benefit Plan. Issuer covenants that it
will not:

            (i) engage in any non-exempt prohibited transaction (within the
      meaning of Code Section 4975 or ERISA Section 406) with respect to any
      Benefit Plan which would result in a material liability to the Issuer;

            (ii) permit to exist any accumulated funding deficiency as defined
      in Section 302(a) of ERISA and Section 412(a) of the Code, with respect to
      any Benefit Plan which is subject to Section 302(q) of ERISA or 412 of the
      Code; or

            (iii) terminate any Benefit Plan of the Issuer or any ERISA
      Affiliate if such termination would result in any material liability to
      the Issuer or an ERISA Affiliate.

      (j) No Release. The Issuer shall not take any action and shall use its
best efforts not to permit any action to be taken by others that would release
any Person from any of such Persons covenants or obligations under any document,
instrument or agreement included in the Trust Estate, or which would result in
the amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any such document, instrument or
agreement.

      (k) Separate Identity. The Issuer hereby covenants and agrees to take all
actions required to maintain the Issuers status as a separate legal entity.
Without limiting the foregoing, the Issuer shall:

            (i) conduct all of its business, and make all communications to
      third parties (including all invoices (if any), letters, 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 such (including, without limitation, by
      means of providing appropriate employees with business or identification
      cards identifying such employees as the Issuer's employees);

            (ii) compensate all employees, consultants and agents directly or
      indirectly through reimbursement of the Servicer, 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
      Servicer, allocate the compensation of such employee, consultant or agent
      between the Issuer and the Servicer on a basis which reflects the
      respective services rendered to the Issuer and the Servicer;

            (iii) (A) pay its own incidental administrative costs and expenses
      from its own funds, (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
      Servicer, on the basis of actual use to the extent

                                      -53-

<PAGE>   61
      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) at all times have at least two (2) independent directors who
      satisfy the definition of Independent Director provided in the Certificate
      of Incorporation, and have at least one officer responsible for managing
      its day-to-day business and manage such business by or under the direction
      of its board of directors;

            (v) maintain its books and records separate from those of any
      Affiliate;

            (vi) 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 of their respective creditors, as the case
      may be;

            (vii) 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 guarantee any obligation of any of its Affiliates nor 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) 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 Certificate of Incorporation and otherwise take
      such actions as are necessary on its part to ensure that all corporate
      procedures required by its Certificate of Incorporation and Bylaws are
      duly and validly taken;

            (xii) 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;

            (xiii) on or before March 31 of each year, beginning in 2000, the
      Issuer shall deliver to the Trustee an Officer's Certificate stating that
      Issuer has, during the preceding year, observed all of the requisite
      company formalities and

                                      -54-

<PAGE>   62
      conducted its business and operations in such a manner as required for the
      Issuer to maintain its separate company existence from any other entity;
      and

            (xiv) 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 Issuer's counsel remain true and correct at all times.

      (l) Compliance with all Transaction Documents. The Issuer hereby covenants
and agrees to comply in all material respects with the terms of, employ the
procedures outlined in and enforce the obligations of the parties to all of the
Transaction Documents to which the Issuer is a party, and take all such action
to such end as may be from time to time reasonably requested by the Trustee,
and/or the Controlling Party, maintain all such Transaction Documents in full
force and effect and make to the parties thereto such reasonable demands and
requests for information and reports or for action as the Issuer is entitled to
make thereunder and as may be from time to time reasonably requested by the
Trustee.

      (m) No Sales, Liens, Etc. Against Receivables and Trust Property. The
Issuer hereby covenants and agrees, except for releases specifically permitted
hereunder, not to sell, assign (by operation of law or otherwise) or otherwise
dispose of, or create or suffer to exist, any Lien (other than the Lien created
hereby) upon or with respect to, any Receivables or Trust Estate, or any
interest in either thereof, or upon or with respect to any Account, or assign
any right to receive income in respect thereof. The Issuer shall promptly, but
in no event later than one (1) Business Day after a Responsible Officer has
obtained actual knowledge thereof, notify the Trustee of the existence of any
Lien on any Receivables or Trust Estate, and the Issuer 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.

      (n) No Change in Business. The Issuer covenants that it shall not make any
change in the character of its business.

      (o) No Change in Name, Etc. The Issuer covenants that it shall not make
any change to its corporate name, or use any trade names, fictitious names,
assumed names or "doing business as" names.

      (p) No Institution of Insolvency Proceedings. The Issuer covenants that it
shall not institute Insolvency Proceedings with respect to the Issuer or any
Affiliate thereof or consent to the institution of Insolvency Proceedings
against the Issuer or any affiliate thereof or take any action in furtherance of
any such action, or seek dissolution or liquidation in whole or in part of the
Issuer or any Affiliate thereof.

      (q) No Change in Chief Executive Office or Location of Records. The Issuer
covenants that it shall maintain its principal place of business and chief
executive office, and the office where it maintains its records, at 3219
Inverness Road, Hutchinson, KS 67502; provided that, at any time after the
Closing Date, upon 30 days' prior written notice to each of the Servicer, the
Note Insurer and the Trustee, the Issuer 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
Issuer shall have taken all actions necessary or reasonably requested by the
Servicer, 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 Servicer, the Trustee or
the Note Insurer to further perfect or evidence the rights, claims or security
interests of any of the Servicer, the

                                      -55-

<PAGE>   63
Trustee or the Note Insurer under any of the Transaction Documents. Each
Receivable File shall be kept by the Servicer at its offices at 4310 East
Broadway Road, Phoenix, Arizona 85040, 4302 East Broadway Road, Phoenix, Arizona
85040 or at such other office of the Servicer permitted pursuant to Section
2.06(b).

      (r) Access to Certain Documentation and Information. The Issuer shall
provide the Note Insurer, the Trustee and the Noteholders with reasonable access
to the documentation relating to the Receivables required to be maintained at
the location described in Section 7.07(q). 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
Issuer. Nothing in this Section shall impair the obligation of the Issuer 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 Issuer to provide access as provided in this
Section as a result of such obligation shall not constitute a breach of this
Section.

      (s) Benefit Plan. The Issuer hereby covenants and agrees to comply in all
material respects with the provisions of ERISA, the Code, and all other
applicable laws, and the regulations and interpretations thereunder to the
extent applicable, with respect to each Benefit Plan. Issuer covenants that it
will not, and it will cause any ERISA Affiliate to not:

            (i) engage in any non-exempt prohibited transaction (within the
      meaning of Code Section 4975 or ERISA Section 406) with respect to any
      Benefit Plan which would result in a material liability to the Issuer or
      the Servicer;

            (ii) permit to exist any accumulated funding deficiency, as defined
      in Section 302(a) of ERISA and Section 412(a) of the Code, with respect to
      any Benefit Plan of the Issuer or any ERISA affiliate which is subject to
      Section 302(q) of ERISA or 412 of the Code;

            (iii) terminate any Benefit Plan of the Issuer or any ERISA
      Affiliate so as to result in any material liability to the Issuer or an
      ERISA Affiliate; or

            (iv) create any defined benefit plan (as defined in ERISA).

                                  ARTICLE VIII
                                  THE SERVICER

      SECTION 8.01 REPRESENTATIONS OF SERVICER.


      The Servicer hereby makes the following representations on which the
Trustee is relying in accepting the Receivables in trust and authenticating the
Notes and the Note Insurer is relying in issuing the Policy. The representations
shall speak as of the execution and delivery of this Agreement and shall survive
the grant of a security interest to the Trustee.

      (a) Organization and Good Standing. The Servicer is duly organized and
validly existing as a corporation in good standing under the laws of the State
of its incorporation, with corporate power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is presently conducted, and had at all relevant times, and now has,
corporate power, authority and legal right to acquire, own, hold, transfer,
convey and

                                      -56-

<PAGE>   64
service the Receivables and to hold the Receivable Files as custodian on behalf
of the Issuer and Trustee.

      (b) Due Qualification. The Servicer 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 (including the servicing of the Receivables as
required by this Agreement) requires such qualification, licenses and approvals
except where the failure to be qualified or to obtain such qualifications,
licenses and approvals would not materially and adversely affect the rights or
interests of any of the Noteholders, the Note Insurer or the Trust Estate.

      (c) Power and Authority. The Servicer has the corporate power and
authority to execute and deliver this Agreement and each of the other
Transaction Documents to which it is a party, and to carry out its terms; and
the execution, delivery and performance of this Agreement has been duly
authorized by the Servicer by all necessary corporate action.

      (d) Binding Obligations. This Agreement and each of the other Transaction
Documents to which the Servicer is a party constitutes a legal, valid and
binding obligation of the Servicer enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights
generally or by general principles of equity.

      (e) No Violation. The consummation of the transactions contemplated by
this Agreement and each of the other Transaction Documents and the fulfillment
of the terms of this Agreement and each of the other Transaction Documents does
not conflict with, result in any breach of any of the terms and provisions of,
nor constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or bylaws of the Servicer, or conflict with or breach
any of the material terms or provisions of, or constitute (with or without
notice or lapse of time) a default under, any indenture, agreement or other
instrument to which the Servicer is a party or by which it shall be bound; nor
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than this Agreement); nor violate, any law, order, rule or regulation
applicable to the Servicer of any court or of any federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Servicer or its properties; which breach, default,
conflict, Lien or violation would have, or would have, a material adverse effect
on the rights or interests of the Noteholders or the Note Insurer.

      (f) No Proceedings. There is no action, suit or proceeding before or by
any court or governmental agency or body, domestic or foreign, now pending, or
to the Servicer's knowledge, threatened, against or affecting the Servicer: (i)
asserting the invalidity of this Agreement, the Notes, or any of the other
Transaction Documents, (ii) seeking to prevent the issuance of the Notes or the
consummation of any of the transactions contemplated by this Agreement or any of
the other Transaction Documents, (iii) seeking any determination or ruling that
could reasonably be expected to materially and adversely affect the performance
by the Servicer of its obligations under, or the validity or enforceability of,
this Agreement, the Notes or any of the other Transaction Documents, or (iv)
relating to the Servicer and which might adversely affect the federal income tax
attributes of the Notes.

      (g) No Subsidiaries. The Servicer has no subsidiaries other than the
Issuer, Midland Receivables 98-1 Corporation and Midland Funding 98-A
Corporation.


                                      -57-

<PAGE>   65

         (h) Not an Investment Company. The Servicer 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 issuance of the Notes, the
execution and delivery of the Transaction Documents to which the Servicer is a
party, or the performance by the Servicer of its obligations thereunder, will
violate any provision of the Investment Company Act, or any rule, regulation or
order issued by the Securities and Exchange Commission thereunder.

         (i) Year 2000. The Servicer represents and warrants that, to the best
of its knowledge, its computer and other systems used in servicing the
Receivables currently are capable of operating in a manner so that on and after
January 1, 2000 (i) the Servicer can service the Receivables in accordance with
the terms of this Agreement and (ii) the Servicer can operate its business in
the same manner as it is operating on the date hereof.

         (j) Finders Fee. No broker, finder or financial adviser other than
Rothschild Inc. has been employed by any of the Servicer or the Issuer in
connection with the offering and sale of the Notes or the transactions
contemplated hereby and neither the Servicer nor the Issuer has incurred any
liability for fees or commissions to any person other than Rothschild Inc. in
connection with the offering and sale of the Notes or the transactions
contemplated hereby.

         (k) No Violation of Securities Act. The Servicer has not offered or
sold, and will not offer or sell, any Notes in any manner that would render the
issuance and sale of the Notes a violation of the Securities Act or any state
securities or "Blue Sky" laws or require registration pursuant thereto, nor has
it authorized, nor will it authorize, any Person to act in such manner. No
registration under the Securities Act is required for the sale of the Notes as
contemplated hereby, assuming the accuracy of the Purchaser's representations
and warranties set forth in any Purchase Agreement and satisfaction by the
Placement Agent of its obligations set forth in paragraph 7 of the Placement
Agency Agreement.

         (l) No Violation of Exchange Act or Regulations T, U or X. None of the
transactions contemplated in the Transaction Documents (including the use of the
proceeds from the sale of the Notes) will result in a violation of Section 7 of
the Securities and Exchange Act, or any regulations issued pursuant thereto,
including Regulations T, U and X of the Board of Governors of the Federal
Reserve System, 12 C.F.R., Chapter II.

         SECTION 8.02 LIABILITY OF SERVICER; INDEMNITIES.

         (a) Obligations. The Servicer shall be liable in accordance herewith
only to the extent of the obligations specifically undertaken by the Servicer
under this Agreement and shall have no other obligations or liabilities under
this Agreement. Such obligations shall include the following:

                  (i) the Servicer shall indemnify, defend and hold harmless the
         Trustee, the Note Insurer and the Trust Estate from and against any
         taxes that may at any time be asserted against the Trustee or the Trust
         Estate with respect to the transactions contemplated in this Agreement
         or any of the other Transaction Documents, including, without
         limitation, any sales, gross receipts, general corporation, tangible or
         intangible personal property, privilege or license taxes (but not
         including any taxes asserted with respect to, and as of the date of,
         the pledge of the Receivables to the Trust, the issuance and original
         sale of the Notes, or asserted with respect to ownership of the
         Receivables, or federal, state or local income or franchise taxes or
         any other tax, or other income taxes arising out of payments on the
         Notes, or any interest or penalties with respect thereto or 


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<PAGE>   66

         arising from a failure to comply therewith) and costs and expenses in
         defending against the same;

                  (ii) the Servicer shall indemnify, defend and hold harmless
         the Trustee, the Trust Estate, the Noteholders and the Note Insurer
         from and against any and all costs, expenses, losses, claims, damages
         and liabilities to the extent that such cost, expense, loss, claim,
         damage or liability arose out of, and was imposed upon the Trustee, the
         Trust Estate, any Noteholder or the Note Insurer through the gross
         negligence, willful misfeasance or bad faith of the Servicer in
         connection with the performance of its duties under this Agreement and
         the other Transaction Documents, or by reason of the breach by the
         Servicer of any of its representations, warranties or covenants
         hereunder or under any of the other Transaction Documents; and

                  (iii) the Servicer shall indemnify, defend and hold harmless
         the Trustee from and against all reasonable costs, expenses, losses,
         claims, damages and liabilities arising out of or incurred in
         connection with the acceptance or performance of the trusts and duties
         contained in this Agreement, except to the extent that such cost
         expense, loss, claim, damage or liability: (A) shall be due to the
         willful misfeasance, bad faith or gross negligence of the Trustee, (B)
         shall arise from the breach by the Trustee of any of its
         representations or warranties set forth in Section 10.14, (C) relates
         to any tax other than the taxes with respect to which either the Issuer
         or the Servicer shall be required to indemnify the Trustee, or (D)
         shall arise out of or be incurred in connection with the performance by
         the Trustee of the duties as the Backup Servicer under this Agreement.

         (b) Expenses. Indemnification under this Section shall include, without
limitation, reasonable fees and expenses of counsel and expenses of litigation.
If the Servicer has made any indemnity payments pursuant to this Section and the
recipient thereafter collects any of such amounts from others, the recipient
shall promptly repay such amounts collected to the Servicer, without interest,
so long as no amounts are outstanding to the Trustee then due and owing to the
Trustee by the Servicer in which event such amounts shall offset such
obligations.

         (c) Survival. The provisions of this Section shall survive the
resignation or removal of the Servicer or the Trustee and the termination of
this Agreement.

         (d) Successor Servicer Liability. Notwithstanding anything to the
contrary contained in this Agreement, the Successor Servicer shall have no
liability or obligation with respect to any Servicer indemnification obligations
of any prior Servicer. Upon assuming its role as Successor Servicer, the
Successor Servicer shall be responsible only for the indemnification obligations
set forth in Section 8.02(a)(ii).

         SECTION 8.03   MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
                        OBLIGATIONS OF, THE SERVICER.

         Any corporation (i) into which the Servicer may be merged or
consolidated, (ii) which may result from any merger, conversion or consolidation
to which the Servicer shall be a party, or (iii) which may succeed to all or
substantially all of the business of the Servicer, which corporation in any of
the foregoing cases executes an agreement of assumption to perform every
obligation of the Servicer under this Agreement, shall be the successor to the
Servicer 


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<PAGE>   67

under this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties to this Agreement; provided, however, that
(i) such merger, consolidation or conversion shall not cause a Servicer Default
and (ii) prior to any such merger, consolidation or conversion the Servicer
shall have provided to the Trustee and the Noteholders a letter from the Rating
Agency indicating that such merger, consolidation or conversion will not result
in the qualification, reduction or withdrawal of the rating then assigned to the
Notes by the Rating Agency. The Servicer shall provide notice of any merger,
consolidation or succession pursuant to this Section to the Trustee, the
Noteholders, the Note Insurer, the Rating Agency and the Placement Agent.

         SECTION 8.04 LIMITATION ON LIABILITY OF SERVICER AND OTHERS.

         (a) Neither the Servicer nor any of its directors, officers, employees
or agents shall be under any liability to the Note Insurer, the Trustee or the
Noteholders, except as provided in this Agreement, for any action taken or for
refraining from the taking of any action pursuant to this Agreement, or for
errors in judgment; provided however, that this provision shall not protect the
Servicer or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence of the
Servicer in connection with the transactions contemplated by this Agreement and
any of the other Transaction Documents, or the breach by the Servicer of any of
its representations, warranties or covenants hereunder or under any of the other
Transaction Documents. The Servicer and any director, officer, employee or agent
of the Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
under this Agreement.

         (b) The Servicer shall not be under any obligation to appear in,
prosecute, or defend any legal action that shall not be incidental to its duties
to service the Receivables in accordance with this Agreement; provided, however,
that the Servicer may undertake any reasonable action that it may deem necessary
or desirable in respect of this Agreement and the rights and duties of the
parties to this Agreement and the interests of the Noteholders under this
Agreement.

         (c) The Servicer and any director, officer, employee or agent of the
Servicer may rely in good faith on the advice of counsel or on any document of
any kind, prima facie properly executed and submitted by any Person respecting
any matters arising under this Agreement.

         SECTION 8.05 SERVICER NOT TO RESIGN.

         Subject to the provisions of Section 8.03, Midland Credit Management,
Inc. shall not resign from the obligations and duties hereby imposed on it as
Servicer under this Agreement except upon determination that the performance of
its duties under this Agreement shall no longer be permissible under applicable
law. Notice of any such determination permitting the resignation of Midland
Credit Management, Inc. shall be communicated to the Trustee, the Note Insurer,
the Noteholders and the Rating Agency at the earliest practicable time and any
such determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee and the Noteholders concurrently with or promptly after
such notice. No such resignation shall become effective until the Backup
Servicer or a Successor Servicer shall have assumed the responsibilities and
obligations of Midland Credit Management, Inc. in accordance with Sections 9.02
or 9.03.


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<PAGE>   68

         SECTION 8.06 BACKUP SERVICING.

         (a) Norwest Bank Minnesota, National Association is hereby appointed to
act as Backup Servicer with respect to this Agreement and the transactions
contemplated hereby and by the other Transaction Documents.

         (b) The Servicer agrees to provide monthly to the Backup Servicer a
computer diskette or computer tape with all information necessary for the Backup
Servicer, including any subservicer to the Backup Servicer, to perform all of
the servicing obligations of the Servicer under this Agreement. However, during
the continuation of either a Servicer Default, or any event which with the
passage of time or the giving of notice or both, would become a Servicer
Default, the Servicer will provide such computer diskette or computer tape up to
four times per month if reasonably requested by the Backup Servicer. The
Servicer further agrees to provide all updates with respect to its computer
processing necessary for the Backup Servicer to maintain a continuous ability to
fulfill the role of Successor Servicer under this Agreement.

         (c) The Backup Servicer shall assume its duties as Successor Servicer
in accordance with Sections 9.02 and 9.03 except upon determination that the
Backup Servicer is legally unable to perform the duties of the Servicer under
this Agreement as provided in Section 9.03.

         (d) On or before 11 a.m., New York, New York time on each Determination
Date, the Servicer will deliver to the Backup Servicer a computer diskette (or
other electronic transmission) in a format acceptable to the Backup Servicer
containing the fields listed in Exhibit E hereto, which fields contain
information with respect to the Receivables as of the close of business on the
last day of the related Collection Period. The Backup Servicer shall not be
obligated to verify the information contained in such transmission or the
Monthly Servicer Report.

         (e) Other than the duties specifically set forth in this Agreement, the
Backup Servicer shall have no obligations hereunder, including without
limitation to supervise, verify, monitor or administer the performance of the
Servicer. The Backup Servicer shall have no liability for any actions taken or
omitted by the Servicer. The duties and obligations of the Backup Servicer shall
be determined solely by the express provisions of this Agreement and no implied
covenants or obligations shall be read into this Agreement against the Backup
Servicer. The Backup Servicer shall be entitled to all of the benefits and
indemnities afforded the Trustee pursuant to the provisions of this Agreement.
The Backup Servicer shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers (other than in the
ordinary course of the performance of such duties or the exercise of such rights
or powers), if the repayment of such funds or adequate written indemnity against
such risk or liability is not reasonably assured to it in writing prior to the
expenditure or risk of such funds or incurrence of financial liability.

         (f) Neither the Backup Servicer nor any of its directors, officers,
employees or agents shall be under any liability to any of the parties hereto,
except as specifically provided in this Agreement, for any action taken or for
refraining from the taking of any action pursuant to this Agreement or for
errors in judgment; provided however, that this provision shall not protect the
Backup Servicer against any misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties under this Agreement. The Backup Servicer and any of its directors,
officers, employees or agents may rely in good faith on the advice of counsel or
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising under this Agreement.


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<PAGE>   69

(g) The parties expressly acknowledge and consent to Norwest Bank Minnesota,
National Association acting in the possible dual capacity of Backup Servicer or
successor Servicer and in the capacity as Trustee. Norwest Bank Minnesota,
National Association may, in such dual capacity, discharge its separate
functions fully, without hindrance or regard to conflict of interest principals,
duty of loyalty principles or other breach of fiduciary duties to the extent
that any such conflict or breach arises from the performance by Norwest Bank
Minnesota, National Association of express duties set forth in this Agreement in
any of such capacities, all of which defenses, claims or assertions are hereby
expressly waived by the other parties hereto except in the case of negligence,
bad faith and willful misconduct by Norwest Bank Minnesota, National
Association.

         SECTION 8.07 GENERAL COVENANTS OF SERVICER.

         Midland Credit Management, Inc. covenants and agrees that from the
Closing Date until it is no longer the Servicer hereunder:

         (a) Board. Servicer will maintain a board of directors with not less
than two "independent directors" within the meaning of NASD Rule 4460(c) as in
effect on the date hereof.

         (b) Outside Parties. Servicer will not engage outside parties for the
collection of Receivables on any basis except (i) unrelated third party
contingency fee lawyers and (ii) entities acceptable to the Controlling Party
and the fees for which are paid by the Servicer.

         (c) Related Person Transaction. Without the prior written consent of
the Controlling Party (which consent shall not be unreasonably withheld or
delayed), Servicer shall not enter into any Related Person Transaction other
than on terms that are no less favorable to Servicer than those that would have
been obtained in a comparable transaction by Servicer with a non-Related Person.
The term "Related Person" means, as to Servicer, any shareholder, director,
officer or employee thereof or any Affiliate thereof or any relative of any of
them. The term "Related Person Transaction" means (i) any sale, lease, transfer
or other disposition of Servicer's property to any Related Person, or (ii) the
purchase, lease or other acquisition by Servicer of any property from any
Related Person, or (iii) the making of any contract, agreement, understanding,
loan, advance, guarantee, or other credit support with or for the benefit of any
Related Person.

         (d) Investments. The Servicer hereby covenants that it will not without
the prior written consent of the Controlling Party (which consent shall not be
unreasonably withheld or delayed), acquire or hold any indebtedness for borrowed
money of another person, or any capital stock, debentures, partnership interests
or other ownership interests or other securities of any Person, other than (i)
Issuer and Midland Funding 98-A Corporation, and (ii) receivables of similar
type to the Receivables.

         (e) Sale of Assets. Without the prior written consent of the
Controlling Party (which consent shall not be unreasonably withheld or delayed),
Servicer shall not convey, sell, lease, license, transfer or otherwise dispose
of, in one transaction or in a series of transactions, all or substantially all
of its assets, other than with respect to securitization transactions of its
receivables.

         (f) Bankruptcy. Servicer shall not take any action in any capacity to
file any bankruptcy, reorganization or Insolvency Proceedings against Issuer, or
cause Issuer to commence any 


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<PAGE>   70

reorganization, bankruptcy proceedings, or Insolvency Proceedings under any
applicable state or federal law, including without limitation any readjustment
of debt, or marshaling of assets or liabilities or similar proceedings.

         (g) Legal Existence. Servicer shall do or cause to be done all things
necessary on its part to preserve and keep in full force and effect its
existence as a corporation in the jurisdiction of its incorporation, and to
maintain each of its licenses, approvals, registrations or qualifications in all
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such licenses, approvals, registrations or qualifications;
except for failures to maintain any such licenses, approvals, registrations or
qualifications which, individually or in the aggregate, would not have a
material adverse effect on the ability of Servicer to perform its obligations
hereunder or under any of the other Transaction Documents.

         (h) Compliance With Laws. Servicer shall comply in all material
respects, with all laws, rules and regulations and orders of any governmental
authority applicable to its operation, the noncompliance with which failures
which would have a material adverse effect on the business, financial condition
or results of operations of the Servicer or on the ability of the Servicer to
perform its obligations hereunder or under any of the other Transaction
Documents.

         (i) Taxes. Servicer shall pay and discharge all taxes, assessments and
governmental charges or levies imposed upon Servicer or upon its income and
profits, or upon any of its property or any part thereof, before the same shall
become in default, provided that Servicer shall not be required to pay and
discharge any such tax, assessment, charge or levy so long as the validity or
amount thereof shall be contested in good faith by appropriate proceedings and
Servicer shall have set aside on its books adequate reserves with respect to any
such tax, assessment, charge or levy so contested, or so long as the failure to
pay any such tax, assessment, charge or levy would not have a material adverse
effect on the ability of the Servicer to perform its obligations hereunder.

         (j) Financial Statements. Servicer shall maintain its financial books
and records in accordance with GAAP. Servicer shall furnish to the Note Insurer
and the Backup Servicer:

                  (i) Quarterly Statements. As soon as available and in any
         event within 45 days after the end of each of the calendar quarters of
         each fiscal year of the Servicer, the consolidated balance sheet of the
         Servicer and the related statements of income, shareholders' equity and
         cash flows, each for the period commencing at the end of the preceding
         fiscal year and ending with the end of such fiscal quarter, prepared in
         accordance with GAAP consistently applied; and

                  (ii) Annual Statements. As soon as available and in any event
         within 90 days after the end of each fiscal year of the Servicer, the
         balance sheets of the Servicer and the related statements of income,
         shareholder's equity and cash flows for, the fiscal year then ended,
         each prepared in accordance with GAAP consistently applied and reported
         on by a firm of nationally recognized independent public accountants.

         (k) Compliance with all Transaction Documents. The Servicer hereby
covenants and agrees to comply in all material respects with the terms of,
employ the procedures outlined in and enforce the obligations of the parties to
all of the Transaction Documents to which the Servicer is a party, and take all
such action to such end as may be from time to time reasonably requested by the
Trustee, maintain all such Transaction Documents in full force and effect and


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<PAGE>   71

make to the parties thereto such reasonable demands and requests for information
and reports or for action as the Servicer is entitled to make thereunder and as
may be from time to time reasonably requested by the Trustee.

         (l) No Change in Chief Executive Office or Location of Records. The
Servicer covenants that it shall maintain its principal place of business and
chief executive office, and the office where it maintains all of its corporate
records, at 500 West First Street, Hutchinson, Kansas 67504 until January 1,
2000, and at 4302 E. Broadway, Phoenix, AZ 85040 on and after January 1, 2000;
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 Servicer 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 Servicer 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. Each Receivable File
shall be kept by the Servicer at its offices at 4310 East Broadway Road,
Phoenix, Arizona 85040, 4302 East Broadway Road, Phoenix, Arizona 85040 or at
such other office of the Servicer permitted pursuant to Section 2.06(b).

         (m) Maintenance of Insurance. The Servicer hereby covenants and agrees
to maintain one or more policies of "all-risk" property and general liability
insurance with financially sound and reputable insurers, providing coverage in
scope and amount which is at least consistent with the scope and amount of such
insurance coverage obtained by prudent and similarly situated Persons in the
same jurisdiction and the same business as Servicer.

         (n) Separate Identity. The Servicer 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 Servicer shall not take any action or fail
to take any action that would result in the Issuer not satisfying any of the
following:

                  (i) Issuer shall conduct all of its business, and make all
         communications to third parties (including all invoices (if any),
         letters, 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 such;

                  (ii) Issuer shall compensate all employees, consultants and
         agents directly or indirectly through reimbursement of the Servicer,
         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 Servicer, allocate the compensation of such employee,
         consultant or agent between the Issuer and the Servicer on a basis
         which reflects the respective services rendered to the Issuer and the
         Servicer;

                  (iii) Issuer shall (A) pay its own incidental administrative
         costs and expenses from its own funds, (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 


                                      -64-

<PAGE>   72

         expenses) which are not reflected in the Servicing Fee, and other items
         of cost and expense shared between the Issuer and the Servicer, 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) Issuer shall at all times have at least two independent
         directors who satisfy the definition of Independent Director provided
         in the Certificate of Incorporation, and have at least one officer
         responsible for managing its day-to-day business and manage such
         business by or under the direction of its board of directors;

                  (v) Issuer shall maintain its books and records separate from
         those of any Affiliate;

                  (vi) Issuer shall 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 of their
         respective creditors, as the case may be;

                  (vii) Issuer shall 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) Issuer shall not permit any of its Affiliates to pay
         the Issuer's operating expenses;

                  (ix) Issuer shall not permit Issuer to guarantee any
         obligation of any of its Affiliates nor 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) Issuer shall 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) Issuer shall hold regular meetings of its board of
         directors in accordance with the provisions of its Certificate of
         Incorporation and otherwise take such actions as are necessary on its
         part to ensure that all company procedures required by its Certificate
         of Incorporation and Bylaws are duly and validly taken;

                  (xii) Issuer shall respond to any inquires made directly to it
         with respect to ownership of a Receivable by stating that it is the
         owner of such 


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<PAGE>   73

         contributed Receivable, and, if requested to do so, that the Trustee
         has been granted a security interest in such Receivable; and

                  (xiii) Issuer shall 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 Issuers counsel remain true and
         correct at all times.

         (o) Benefit Plan. The Servicer hereby covenants and agrees to comply in
all material respects with the provisions of ERISA, the Code, and all other
applicable laws, and the regulations and interpretations thereunder to the
extent applicable, with respect to each Benefit Plan. Servicer covenants that it
will not, and it will cause any ERISA Affiliate to not:

                  (i) engage in any non-exempt prohibited transaction (within
         the meaning of Code Section 4975 or ERISA Section 406) with respect to
         any Benefit Plan which would result in a material liability to the
         Servicer;

                  (ii) permit to exist any accumulated funding deficiency, as
         defined in Section 302(a) of ERISA and Section 412(a) of the Code, with
         respect to any Benefit Plan of the Servicer or any ERISA affiliate
         which is subject to Section 302 of ERISA or 412 of the Code;

                  (iii) terminate any Benefit Plan of the Servicer or any ERISA
         Affiliate so as to result in any material liability to the Servicer or
         an ERISA Affiliate; or

                  (iv) create any defined benefit plan (as defined in ERISA).

                                   ARTICLE IX
                  SERVICER DEFAULT; EVENTS OF DEFAULT; REMEDIES

         SECTION 9.01 SERVICER DEFAULT.


         For purposes of this Agreement, each of the following shall constitute
a "Servicer Default":

         (a) any failure by the Servicer to deliver to the Trustee or the Note
Insurer the Monthly Servicer Report for the related Collection Period, or any
failure by the Servicer to make any payment, transfer or deposit, or deliver to
the Trustee any proceeds or payment required to be so delivered under the terms
of the Notes, this Agreement or any of the other Transaction Documents to which
it is a party, or to make any payment of the Note Insurer Obligations on the day
when due, in each case that continues unremedied for a period of one Business
Day after the earlier to occur of (x) actual discovery by a Responsible Officer
of the Servicer, or (y) the date on which written notice requiring the same to
be remedied has been given to the Servicer by the Trustee or the Controlling
Party; or

         (b) any failure on the part of the Servicer duly to observe or perform
any other covenants or agreements of the Servicer set forth in the Notes, this
Agreement, the Insurance Agreement, or any of the other Transaction Documents to
which the Servicer is a party, which failure (i) would have a material adverse
effect on the rights or interests of the Note Insurer, the Noteholders, the
Trustee or the Trust Estate and (ii) continues unremedied for a period of 30
days after the earlier to occur of (x) actual discovery by a Responsible Officer
of the Servicer or 


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<PAGE>   74

(y) the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by the Controlling Party or the
Trustee; or the Servicer delegates its duties under the Notes, this Agreement,
the Insurance Agreement or any of the other Transaction Documents to which it is
a party, except as specifically permitted pursuant to Section 9.07, and such
delegation continues unremedied for a period of 15 days after written notice,
requiring such delegation to be remedied, shall have been given to the Servicer
by the Trustee or the Controlling Party; or

         (c) the entry of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a trustee
in bankruptcy, conservator, receiver or liquidator for the Servicer in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding up or liquidation of
their respective affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 30 consecutive days; or

         (d) the consent by the Servicer to the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Servicer or substantially all of its property,
or the Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or

         (e) any representation, warranty or certification made by Midland
Credit Management, Inc. in this Agreement, the Insurance Agreement or in any
other Transaction Document to which it is a party, or in any certificate
delivered pursuant to this Agreement, the Insurance Agreement or in any other
Transaction Document to which it is a party, proves to have been incorrect when
made, which (i) would have a material adverse effect on the rights of the
Noteholders, the Note Insurer or the Trust Estate, respectively (without regard
to any amount deposited in the Reserve Account), and (ii) if capable of remedy,
continues unremedied for a period of 30 days after the earlier to occur of (x)
actual discovery by a Responsible Officer of the Servicer or (y) the date on
which written notice thereof, requiring the same to be remedied, shall have been
given to the Servicer by the Controlling Party or the Trustee; or

         (f) 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 sum of (i) $23,000,000 plus
(ii) 50% of the net earnings of Midland for the period commencing on October 1,
1999 and ending at the end of Midland's then most recent fiscal quarter (treated
for this purpose as a single accounting period), provided that, if net earnings
of Midland for any period shall be less than zero, the amount calculated
pursuant to clause (ii) above for such period shall be zero; or

         (g) the failure by the Servicer to make any required payment in excess
of $100,000 on any obligation of Servicer, other than Servicer's obligations to
make payment on account of trade accounts payable which are in dispute in the
normal course of business, within two (2) Business Days after Servicer has
received written notice from any such creditor of Servicer's failure to make
such payment; or

         (h) commencing with the March 2000 Collection Period, and at the end of
every three Collection Periods thereafter, the cumulative amount of Net Proceeds
in respect of all Receivables from November 1, 1999 to such date is less than
the amount specified in Exhibit I 


                                      -67-

<PAGE>   75

(any such deficiency a "Cumulative Collections Deficiency"); provided, however,
that a Cumulative Collections Deficiency shall not be a Servicer Default if (i)
the amount of such Cumulative Collections Deficiency does not exceed $3,000,000
and (ii) the Issuer deposits an amount equal to the Cumulative Collections
Deficiency (the "Cumulative Collections Deficiency Amount") to the Reserve
Account within ten calendar days of the end of the Collection Period during
which the Cumulative Collections Deficiency occurred; or

         (i) beginning on April 1, 2000 and on the first date of each month
thereafter, for the preceding three calendar months (including any portion of
January 2000 following the Closing Date), the average initial payment plan for
the Receivables is less than 50% of the average Charged-Off Balance related to
such Receivables; or

         (j) Servicer suffers the loss, suspension or other material impairment
of any required license or permit in any State of the United States (or the
District of Columbia) where Obligors are located which, in the aggregate for
such State (or the District of Columbia), accounts for more than $50,000,000 in
the initial Charge-Off Balances of Receivables, unless such loss, suspension or
impairment is cured within 60 days after any Responsible Officer of the Servicer
has actual knowledge of such loss, suspension or material impairment; or

         (k) Servicer sells, transfers, pledges or otherwise disposes of any of
its stock in Issuer, whether voluntarily or by operation of law, foreclosure or
other enforcement by a Person of its remedies against the Servicer, except
pursuant to a merger, consolidation or a sale of all or substantially all the
assets of Servicer in a transaction not prohibited by this Agreement; provided,
however, that the Servicer may pledge its stock in the Issuer to a secured
lender (x) in connection with a pledge of all or substantially all of the assets
of the Servicer to secure indebtedness owed to such lender for borrowed money,
or (y) with the prior written consent of the Note Insurer; or

         (l) the existence in any audit of Servicer required to be provided
hereunder of a material exception which may have a material adverse effect on
the Noteholders or the Note Insurer, as determined by the Note Insurer in the
reasonable exercise of its judgment; or

         (m) the Servicer fails to have, at any time during the periods set
forth below, Liquidity in at least the amounts set forth below:


<TABLE>
<CAPTION>
                  Period*                               Required Liquidity 
                  -------                               ------------------ 
<S>                                                     <C>
                  Closing Date - March 31, 2000             $5,000,000
                  April 1 - April 30, 2000                  $4,250,000
                  May 1 - May 31, 2000                      $3,500,000
                  June 1 - June 30, 2000                    $3,000,000
                  July 1 - July 31, 2000                    $2,500,000
                  August 1 - August 31, 2000                $1,750,000
                  September 1 - September 30, 2000          $1,250,000
                  October 1 - November 29, 2000             $1,000,000
                  November 30 - December 30, 2000           $2,000,000
                  December 31, 2000 - January 30,2001       $3,250,000
                  January 31 - February 27, 2001            $4,250,000
                  February 28, 2001 and thereafter          $5,000,000
</TABLE>


         * all dates inclusive


                                      -68-

<PAGE>   76

         (n) the existence and continuation of a "Servicer Default" or an "Event
of Default" (which has not been waived) as defined in and pursuant to any
securitization transaction to which the Servicer and Note Insurer are parties.

Notwithstanding the foregoing, the cure periods referred to in each of clauses
(a), (g) and (j) above may be extended for an additional period of five Business
Days each, or such longer period not to exceed 30 Business Days as may be
acceptable to the Controlling Party, if such delay or failure was caused by an
act of God or other similar occurrence. Upon the occurrence of any such event
the Servicer shall not be relieved from using its best efforts to perform its
obligations in a timely manner in accordance with the terms of this Agreement
and the Servicer shall provide the Trustee, the Note Insurer, the Rating Agency,
the Placement Agent and the Noteholders prompt notice of such failure or delay
by it, together with a description of its effort to so perform its obligations.
The Servicer shall notify the Trustee and the Note Insurer in writing of any
Servicer Default that it discovers within one Business Day of such discovery.
The Trustee shall have no duty or obligation to determine whether or not a
Servicer Default has occurred.

         SECTION 9.02 CONSEQUENCES OF A SERVICER DEFAULT; TERMINATION.

         (a) 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 calendar quarter, unless the Servicer is appointed by the
Controlling Party for successive quarterly periods. 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, or if the Controlling Party does not appoint
the Servicer to a successive quarterly term at least ten (10) Business Days
prior to the end of a calendar quarter, the Trustee shall, upon the direction of
the Controlling Party, by notice then given in writing to the Servicer and the
Note Insurer terminate 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. On or after the
receipt by the Servicer of such written notice, all authority and power of the
Servicer under this Agreement, whether with respect to the Notes, the
Receivables, the Transaction Documents or otherwise, shall, without further
action, pass to and be vested in the Backup Servicer pursuant to and under this
Section or such Successor Servicer as may be appointed under Section 9.03; and,
without limitation, the Backup Servicer or such Successor Servicer shall be
hereby authorized and empowered to execute and deliver, on behalf of the
predecessor Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement of the Receivables and related
documents, or otherwise. The predecessor Servicer shall cooperate with the
Backup Servicer or the Successor Servicer, as applicable, in effecting the
termination of the responsibilities and rights of the predecessor Servicer under
this Agreement, including, without limitation, the transfer to the Backup
Servicer or the Successor Servicer, as applicable, for administration by it of
all cash amounts that shall at the time be held by the predecessor Servicer for
deposit with respect to the Receivables, or have been deposited by the
predecessor Servicer in the Accounts with respect to the Receivables or
thereafter received by the predecessor Servicer with respect to the Receivables.
All reasonable costs and expenses (including reasonable attorneys' fees)
incurred in connection with transferring the Receivable Files to the Backup
Servicer or the Successor Servicer, as applicable, and amending this Agreement
to reflect such succession as Servicer pursuant to this Section shall be paid
first, pursuant to Section 4.04(b)(ii), and second, by the predecessor Servicer
upon presentation of 


                                      -69-

<PAGE>   77

reasonable documentation of such costs and expenses (such costs and expenses are
referred to herein as the "Transition Fees").

         (b) In addition to the remedial provisions set forth in clause (a)
above, and not by way of limitation of any remedies to which any of the Trustee,
the Note Insurer or the Noteholders are entitled upon the occurrence of a
Servicer Default, the Issuer and the Servicer acknowledge and agree that, so
long as a Servicer Default shall occur and be continuing, and such Servicer
Default has not been cured or waived pursuant to Section 9.05, or if the
Controlling Party does not appoint the Servicer to a successive quarterly term,
the Trustee shall, upon the direction of the Controlling Party by notice then
given in writing to the Servicer and the Note Insurer, direct the Servicer (or
Backup Servicer or Successor Servicer as the case may be) to (x) deposit all
checks and other items of collections received in respect of Receivables
directly into an account immediately upon receipt, and/or (y) instruct each
Obligor to remit all collections in respect of receivables directly to an
account designated for such purpose.

         SECTION 9.03 BACKUP SERVICER TO ACT; APPOINTMENT OF SUCCESSOR SERVICER.

         On and after the time the Servicer receives a notice of termination
pursuant to Section 9.02 or tenders its resignation pursuant to Section 8.05,
the Backup Servicer shall, by an instrument in writing, assume the rights and
responsibilities of the Servicer in its capacity as Servicer under this
Agreement and the Insurance Agreement and the transactions set forth or provided
for in this Agreement and the Insurance Agreement, and shall be subject to all
the responsibilities, restrictions, duties and liabilities relating thereto
placed on the Servicer by the terms and provisions of this Agreement and the
Insurance Agreement; provided, however, that the Backup Servicer shall not be
liable for any acts, omissions or obligations of the Servicer that occurred
prior to such succession or for any breach by the Servicer of any of its
representations and warranties contained in this Agreement, in the Insurance
Agreement or in any related Transaction Document. In addition, the Backup
Servicer, shall have (i) no obligation to perform any repurchase or advancing
obligations, if any, of the Servicer, (ii) no obligation to pay any taxes
required to be paid by the Servicer, (iii) no obligation to pay any of the fees
and expenses of any other party involved in this transaction and (iv) no
liability or obligation with respect to any Servicer indemnification obligations
of any prior servicer including the original servicer. Furthermore,
notwithstanding anything contained in this Agreement to the contrary, the Backup
Servicer as Servicer is authorized to accept and rely on all of the accounting,
records and work of the prior Servicer relating to the Receivables
(collectively, "Predecessor Servicer Work Product") without any audit or other
examination thereof, and the Backup Servicer as Servicer shall have no duty,
responsibility, obligation or liability for the acts and omissions of any prior
Servicer. If any error, inaccuracy or omission (collectively, "Errors") exist in
any Predecessor Servicer Work Product received by the Backup Servicer from the
prior Servicer and such Errors should cause or materially contribute to the
Backup Servicer as Servicer making or continuing any Errors (collectively,
"Continued Errors"), the Backup Servicer as Servicer shall have no duty,
responsibility, obligation or liability for such Continued Errors; provided,
however, that the Backup Servicer agrees to perform its duties as successor
Servicer in accordance with the standard of care set forth in Section 3.04. In
the event that the Backup Servicer as Servicer becomes aware of Errors or
Continued Errors, the Backup Servicer shall use its best efforts to reconstruct
and reconcile such data as is commercially reasonable to correct such Errors and
Continued Errors and to prevent future Continued Errors. The Backup Servicer as
Servicer shall be entitled to recover from the Trust its costs thereby expended.
Notwithstanding any other Section in this Agreement to the contrary, should the
Backup Servicer by any means become successor servicer, the Backup Servicer
shall not inherit any of the indemnification 


                                      -70-

<PAGE>   78

obligations of any prior servicer including the original servicer. The
indemnification obligations of the Backup Servicer, upon becoming a successor
Servicer are expressly limited to the indemnification of the Trustee, the Trust
Estate, the Noteholders and the Note Insurer from and against any and all costs,
expenses, losses, claims, damages and liabilities to the extent that such cost,
expense, loss, claim, damage or liability arose out of, and was imposed upon,
the Trustee, the Trust Estate, any Noteholder or the Note Insurer through the
gross negligence, willful misfeasance or bad faith of the Backup Servicer in its
capacity as successor Servicer in connection with the performance of its duties
under this Agreement and the other Transaction Documents. As compensation
therefor, the Backup Servicer shall be entitled to such compensation (whether
payable out of the Collection Account or otherwise) as the Servicer would have
been entitled to under this Agreement. Notwithstanding anything herein to the
contrary, Norwest Bank Minnesota, National Association shall not resign from the
obligations and duties imposed on it as Backup Servicer under this Agreement
except upon determination that the performance of its duties under this
Agreement shall no longer be permissible under applicable law. Notice of any
such determination permitting the resignation of Norwest Bank Minnesota,
National Association shall be communicated to the Trustee, the Noteholders, the
Note Insurer, and the Rating Agency at the earliest practicable time and any
such determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee and the Noteholders concurrently with or promptly after
such notice. In the event the Backup Servicer is unable or unwilling so to act,
it shall appoint or petition a court of competent jurisdiction to appoint any
established institution having a net worth of not less than $5,000,000 and whose
regular business includes the servicing of consumer receivables as a successor
servicer (a "Successor Servicer"). In connection with such appointment and
assumption, or the assumption by the Backup Servicer of the status of Successor
Servicer, the Backup Servicer may make such arrangements for the compensation of
such Successor Servicer (including itself) out of payments on or in respect of
the Receivables as determined in accordance with the next sentence. Any
Successor Servicer appointed pursuant to this Section 9.03 must have, and must
certify that it has, computer systems that will be used in its duties as
Servicer which will properly utilize dates beyond December 31, 1999. The Backup
Servicer and such Successor Servicer shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession. The
Backup Servicer shall not be relieved of its duties as Successor Servicer under
this Section until the newly appointed Successor Servicer shall have assumed the
responsibilities and obligations of the Servicer under this Agreement.

         SECTION 9.04   NOTIFICATION TO NOTE INSURER, NOTEHOLDERS, RATING AGENCY
                        AND PLACEMENT AGENT.

         Upon a Responsible Officer of the Trustee obtaining actual knowledge of
(i) the occurrence of a Servicer Default and the expiration of any cure period
applicable thereto or (ii) any termination of, or appointment of a successor to,
the Servicer pursuant to this Agreement, the Trustee shall give prompt written
notice thereof to Noteholders at their respective addresses appearing in the
Note Register and to the Rating Agency, the Note Insurer and the Placement
Agent.

         SECTION 9.05   WAIVER OF PAST SERVICER DEFAULTS.


         The Trustee shall at the direction of the Controlling Party waive any
Servicer Default or other default by the Servicer in the performance of its
obligations hereunder and its consequences, except a default in making any
required deposits to or payments from the Accounts in accordance with this
Agreement or in respect of a covenant or provision of this 


                                      -71-

<PAGE>   79

Agreement that under Section 12.01 cannot be modified or amended without the
consent of each Noteholder. Upon any such waiver of a past default, such default
shall cease to exist, and any Servicer Default arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent thereon
except to the extent expressly so waived.

         SECTION 9.06 [RESERVED]

         SECTION 9.07 SUBSERVICERS.

         (a) Notwithstanding anything to the contrary contained in Section 3.14
hereof, the Backup Servicer, in its role of Backup Servicer or as successor
Servicer, may, at its own expense, enter into subservicing agreements with
subservicers (the "Subservicers") for the servicing and administration of all or
any part of the Receivables; provided, that the Subservicer shall be either
Coldata, Inc. or such other entity as may be reasonably acceptable to the
Controlling Party. References in this Agreement to actions taken or to be taken
by the Backup Servicer in servicing and managing the Receivables include actions
taken by a Subservicer on behalf of the Backup Servicer. Each Subservicer shall
be authorized to transact business in the state or states in which the related
Receivables it is to service or manage are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the applicable subservicing agreement. Each subservicing
agreement shall be upon such terms and conditions as are not inconsistent with
this Agreement and as to which the Backup Servicer and the Subservicer have
agreed. For purposes of this Agreement, the Backup Servicer shall be deemed to
have received any payment when the Subservicer receives such payment. The Backup
Servicer shall notify the Trustee, the Issuer, the Note Insurer and the Rating
Agency in writing promptly upon the appointment of any Subservicer.

         (b) As part of its servicing activities hereunder, the Backup Servicer,
for the benefit of the Trustee, the Note Insurer and the Noteholders, shall
enforce the obligations of each Subservicer under the related subservicing
agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of subservicing agreements and pursuit of
other appropriate remedies, shall be in accordance with the servicing standards
set forth herein. The Backup Servicer shall pay the costs of such enforcement at
its own expense and shall be reimbursed therefor only from (i) a general
recovery resulting from such enforcement only to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Receivables, or (ii)
a specific recovery of costs, expenses or attorneys fees against the party
against whom such enforcement is directed.

         (c) Notwithstanding any subservicing agreement any of the provisions of
this Agreement relating to agreements or arrangements between the Backup
Servicer and a Subservicer, or reference to actions taken through a Subservicer
or otherwise, the Back-up Servicer shall remain obligated and liable to the
Trustee, the Note Insurer and the Noteholders for the servicing, managing,
collecting and administering of the Receivables and the other assets included in
the Trust Estate in accordance with the provisions of Section 3.01 without
diminution of such obligation or liability by virtue of such subservicing
agreement or arrangements or by virtue of indemnification from a Subservicer and
to the same extent and under the same terms and conditions as if the Backup
Servicer alone were servicing, managing, collecting and administering the
Receivables and the other assets included in the Trust Estate.


                                      -72-

<PAGE>   80

         SECTION 9.08 EVENTS OF DEFAULT.

         "Event of Default" wherever used herein, means, with respect to Notes
issued hereunder, any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

         (a) default in the payment of any interest, premiums or any other
amounts due and owing on any Note or in respect of the Note Insurer Obligations
(which default continues for a period of two Business Days) or failure to pay
the Notes or the Note Insurer Obligations in full on or before the Final Payment
Date;

         (b) the Note Insurer is required to make a payment under the Policy;

         (c) if the Issuer shall breach or default in the due observance of any
of the covenants of the Issuer set forth in Section 7.07, other than the
covenants contained in Subsections (e), (f) or (h) thereof;

         (d) if the Issuer shall breach or default in the due observance or
performance of, any other of its covenants in this Agreement, which breach or
default would have a material adverse effect on the rights or interests of the
Note Insurer or the Noteholders, and such default shall continue for a period of
30 days after the earlier to occur of (x) actual discovery by a Responsible
Officer of the Servicer or (y) the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Note Insurer or the Trustee;

         (e) if any representation or warranty of the Issuer made in this
Agreement or any certificate or other writing delivered pursuant hereto or in
connection herewith shall prove to have been breached in any material respect as
of the time when the same shall have been made or deemed made, which breach
would have a material adverse effect on the rights or interests of the Note
Insurer or the Noteholders, and such breach shall continue for a period of 30
days after the earlier to occur of (x) actual discovery by a Responsible Officer
of the Servicer or (y) the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Note Insurer or the Trustee;

         (f) the entry of a decree or order for relief by a court having
jurisdiction in respect of the Issuer in an involuntary case under the federal
bankruptcy laws, as now or hereafter in effect, or any other present or future
federal or state bankruptcy, insolvency or similar law, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Issuer or of any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer and the
continuance of any such decree or order unstayed and in effect for a period of
30 consecutive days;

         (g) the commencement by the Issuer of a voluntary case under the
federal bankruptcy laws, as now or hereafter in effect, or any other present or
future federal or state bankruptcy, insolvency or similar law, or the consent by
the Issuer to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or of any substantial part of its property or the making by the Issuer of
an assignment for the benefit of creditors or the failure by the Issuer
generally to pay its debts as 


                                      -73-

<PAGE>   81

such debts become due or the taking of corporate action by the Issuer in
furtherance of any of the foregoing;

         (h) the occurrence and continuation of a Servicer Default;

         (i) The IRS or the PBGC shall have filed notice of one or more Adverse
Claims against the Servicer, the Issuer or any of their ERISA Affiliates under
ERISA or the Code, which constitutes a Lien on the Receivables, and such notice
shall have remained in effect for more than thirty (30) Business Days unless,
prior to the expiration of such period, such Adverse Claims shall have been
adequately bonded by such Servicer, Issuer, or the ERISA Affiliate (as the case
may be) in a transaction with respect to which the Controlling Party has given
its prior written approval; or

         (j) The Issuer or the Trust Estate shall have become subject to
registration as an "investment company" within the meaning of the Investment
Company Act as determined by a court of competent jurisdiction in a final and
non-appealable order.

         SECTION 9.09 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If, and only if, an Event of Default occurs and is continuing,
         then and in every such case, so long as such Event of Default has not
         been cured or waived pursuant hereto, the Trustee shall, upon the
         direction of the Controlling Party, by notice then given in writing to
         the Issuer, the Servicer and the Note Insurer, declare all of the Notes
         to be immediately due and payable and upon on any such declaration such
         Notes, in an amount equal to the Note Balance of such Notes, together
         with accrued and unpaid interest thereon to the date of such
         acceleration, and together with all unpaid Trustee Fees, Backup
         Servicing Fees, and Servicing Fees, shall become immediately due and
         payable.

                  At any time after such a declaration of acceleration of
         maturity of the Notes has been made and before a judgment or decree for
         payment of the money due has been obtained by the Trustee as
         hereinafter in this Article provided, the Note Insurer by written
         notice to the Issuer and the Trustee, may rescind and annul such
         declaration and its consequences if:

         (a) the Issuer has paid or deposited with the Trustee a sum sufficient
         to pay:

                  (i) all payments of principal of, and interest on, all Notes
         and all other amounts which would then be due hereunder or upon such
         Notes if the Event of Default giving rise to such acceleration had not
         occurred; and

                  (ii) all sums paid by the Trustee hereunder and the reasonable
         compensation, expenses and disbursements of the Trustee, its agents and
         counsel; and 

         (b) all Events of Default, other than the nonpayment of the principal
of Notes which have become due solely by such acceleration, have been cured or
waived as provided in Section 9.21.

         No such rescission shall affect any subsequent default or impair any
         right consequent thereon.


                                      -74-

<PAGE>   82

         SECTION 9.10   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                        TRUSTEE.

         Subject to the following sentence, if an Event of Default occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Note Insurer and the Noteholders by any proceedings
the Trustee deems appropriate to protect and enforce any such rights, whether
for the specific enforcement of any covenant or agreement in this Agreement or
in aid of the exercise of any power granted herein, or enforce any other proper
remedy. Any proceedings brought by the Trustee on behalf of the Note Insurer or
the Noteholders or by the Note Insurer or any Noteholder against the Issuer
shall be limited to the preservation, enforcement and foreclosure of the liens,
assignments, rights and security interests under this Agreement and the other
Transaction Documents and no attachment, execution or other suit or process
shall be sought, issued or levied upon any assets, properties or funds of the
Issuer, other than the Trust Estate relative to the Notes in respect of which
such Event of Default has occurred. If there is a foreclosure of any such liens,
assignments, rights and security interests under this Agreement, by private
power of sale or otherwise, no judgment for any deficiency upon the indebtedness
represented by the Notes may be sought or obtained by the Trustee or any
Noteholder against the Issuer. The Trustee shall be entitled to recover the
costs and expenses expended by it pursuant to this Section 9.10 including
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         SECTION 9.11 REMEDIES.

         If an Event of Default shall have occurred and be continuing and the
Notes have been declared due and payable and such declaration and its
consequences have not been rescinded and annulled, the Trustee (subject to
Section 9.24, to the extent applicable) shall, at the direction of the
Controlling Party, and may (with the written consent of the Controlling Party)
at its discretion, do one or more of the following:

         (a) institute proceedings for the collection of all amounts then
payable on the Notes, or under this Agreement or under any of the other
Transaction Documents, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuer monies adjudged due, subject in all cases
to the provisions of Section 9.10;

         (b) in accordance with Section 9.24, sell the Trust Estate or any
portion thereof or rights or interest therein, at one or more public or private
Sales called and conducted in any manner permitted by law;

         (c) institute proceedings from time to time for the complete or partial
foreclosure of this Agreement with respect to the Trust Estate;

         (d) exercise any remedies of a secured party under the UCC and take any
other appropriate action to protect and enforce the rights and remedies of the
Trustee, the Note Insurer or the Noteholders hereunder subject in all cases to
the provisions of Section 9.10; and

         (e) refrain from selling the Trust Estate and apply all Available Funds
pursuant to Section 9.14. 


                                      -75-

<PAGE>   83

         SECTION 9.12 TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, composition or other judicial
proceeding relative to the Issuer or any other obligor upon any of the Notes or
the property of the Issuer or of such other obligor or their creditors, the
Trustee (irrespective of whether the Notes shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Issuer for the payment of any overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise to:

         (a) file and prove a claim for the whole amount of principal and
interest owing and unpaid in respect of the Notes and the Note Insurer
Obligations and file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Noteholders allowed in such
Proceeding, and

         (b) collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any receiver,
assignee, trustee, liquidator, or sequestrator (or other similar official) in
any such proceeding is hereby authorized by each Noteholder and the Note Insurer
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Noteholders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 10.07.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder or the
Note Insurer any plan of reorganization, arrangement, adjustment or composition
affecting any of the Notes or the rights of any Noteholder or the Note Insurer,
or to authorize the Trustee to vote in respect of the claim of any Noteholder or
the Note Insurer in any such Proceeding.

         SECTION 9.13 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.


         All rights of action and claims under this Agreement or any of the
Notes or any of the other Transaction Documents may be prosecuted and enforced
by the Trustee without the possession of any of the Notes or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall be for the ratable benefit of the Noteholders
in respect of which such judgment has been recovered and shall be paid as
provided in Section 9.14.

         SECTION 9.14 APPLICATION OF MONEY COLLECTED.


         If the Notes have been declared due and payable following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, any money collected by the Trustee with respect to such Notes pursuant
to this Article or otherwise and any other monies that may then be held or
thereafter received by the Trustee as security for such Notes shall be treated
like Available Funds and applied as provided in Section 4.04(b).


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<PAGE>   84

         SECTION 9.15 LIMITATION ON SUITS.


         No Noteholder shall have any right to institute any proceedings,
judicial or otherwise, with respect to this Agreement, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

         (a) such Noteholder has previously given written notice to the Trustee
of a continuing Event of Default;

         (b) the Noteholders representing not less than 25% of the Voting
Interests shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder (and such request shall have not been rescinded);

         (c) such Noteholders have offered to the Trustee indemnity in full
against the costs, expenses and liabilities to be incurred in compliance with
such request;

         (d) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding;

         (e) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Controlling Party; and

         (f) for so long as no Insurer Default is then in effect, the Note
Insurer shall have given its written consent to the Trustee to the pursuit by
the Trustee of such remedies;


it being understood and intended that no one or more Noteholders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Agreement to affect, disturb or prejudice the rights of any other
Noteholders or to obtain or to seek to obtain priority or preference over any
other Noteholders or to enforce any right under this Agreement, except in the
manner herein provided and for the equal and ratable benefit of all the
Noteholders.


         In the event the Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Noteholders, each representing
less than 50% of the Voting Interests, and the Trustee shall not have received
any conflicting or inconsistent requests and indemnity from the Note Insurer at
such time, the Trustee in its sole discretion may determine what action, if any,
shall be taken notwithstanding any other provision herein to the contrary.

         SECTION 9.16   UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL
                        AND INTEREST.


         Subject to the provisions in this Agreement (including Section 9.10)
limiting the right to recover amounts due on a Note to recovery from amounts in
the Trust Estate, the Noteholder shall have the right to the extent permitted by
applicable law, which right is absolute and unconditional, to receive payment of
principal of and interest on such Note on the Final Payment Date and to
institute suit for the enforcement of any such payment and such right shall not
be impaired without the consent of such Noteholder.


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<PAGE>   85

         SECTION 9.17 RESTORATION OF RIGHTS AND REMEDIES.


         If the Trustee, the Note Insurer or any Noteholder has instituted any
proceeding to enforce any right or remedy under this Agreement and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Noteholder, then and in every
such case the Issuer, the Trustee, the Note Insurer and the Noteholders shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Noteholders shall continue as though no such
proceeding had been instituted.

         SECTION 9.18 RIGHTS AND REMEDIES CUMULATIVE.


         No right or remedy herein conferred upon or reserved to the Trustee, to
the Note Insurer or to the Noteholders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         SECTION 9.19 DELAY OR OMISSION NOT WAIVER.


         No delay or omission of the Trustee, of the Note Insurer or of any
Noteholder to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee, to the Note Insurer or to the Noteholders may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee, the Note Insurer or by the Noteholders, as the case may be.

         SECTION 9.20 CONTROL BY CONTROLLING PARTY.


         The Controlling Party shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee; provided that:

         (a) such direction shall not be in conflict with any rule of law, with
this Agreement or any inconsistent direction of the Controlling Party;

         (b) any direction by Noteholders (if the Note Insurer is not the
Controlling Party) to the Trustee to undertake a Sale of the Trust Estate shall
be by the Noteholders representing 51% of all outstanding Voting Interests; and

         (c) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction; provided, however, that, subject
to Section 10.01, the Trustee need not take any action which it determines might
involve it in liability or be unjustly prejudicial to the Noteholders not
consenting.


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<PAGE>   86

         SECTION 9.21 WAIVER OF PAST DEFAULTS.


                  The Controlling Party may on behalf of the Noteholders of all
         the Notes waive any past default hereunder and its consequences, except
         a default:

         (a) in the payment of any installment of principal of or interest on,
any Note; or

         (b) in respect of a covenant or provision hereof which under Section
12.01 cannot be modified or amended without the consent of the Noteholders.


         Upon any such waiver, such default shall cease to exist, and any Event
         of Default arising therefrom shall be deemed to have been cured for
         every purpose of this Agreement; but no such waiver shall extend to any
         subsequent or other default or impair any right consequent thereon.

         SECTION 9.22 UNDERTAKING FOR COSTS.


         All parties to this Agreement agree, and each Noteholder by his
acceptance of a Note hereunder shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Agreement, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 9.22 shall not apply to any suit instituted by the
Trustee or the Note Insurer, to any suit instituted by any Noteholder, or group
of Noteholders representing more than 30% of the Voting Interests, or to any
suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on the Final Payment Date.

         SECTION 9.23 WAIVER OF STAY OR EXTENSION LAWS.


         The Issuer covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension of law wherever enacted,
now or at any time hereafter in force, which may affect the covenants in, or the
performance of, this Agreement; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

         SECTION 9.24 SALE OF TRUST ESTATE.

         (a) The power to effect any sale (a "Sale") of any portion of the Trust
Estate pursuant to Section 9.11 shall not be exhausted by any one or more Sales
as to any portion of the Trust Estate remaining unsold, but shall continue
unimpaired until the entire Trust Estate shall have been sold or all amounts
payable on the Notes and under this Agreement with respect thereto, and all Note
Insurer Obligations shall have been paid. The Trustee may from time to time
postpone any public Sale by public announcement made at the time and place of
such Sale.


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<PAGE>   87

         (b) To the extent permitted by law, the Trustee shall not in any
private Sale sell or otherwise dispose of the Trust Estate, or any portion
thereof, unless:

                  (i) the Controlling Party shall consent to, or direct the
         Trustee to make such Sale; or

                  (ii) to the extent that an Insurer Default is then in effect,
         the proceeds of such Sale would be not less than the sum of all amounts
         due to the Trustee hereunder and the entire amount which would be
         distributable to the Note Insurer and the Noteholders, in full payment
         thereof in accordance with Section 9.14, on the Payment Date next
         succeeding the date of such Sale, together with any amounts then owing
         to the Note Insurer.


         The purchase by the Trustee of all or any portion of the Trust Estate
at a private Sale shall not be deemed a Sale or disposition thereof for purposes
of this Section 9.24(b).

         (c) Unless the Controlling Party has otherwise consented or directed
the Trustee, at any public Sale of all or any portion of the Trust Estate at
which a minimum bid equal to or greater than the amount described in paragraph
(ii) of subsection (b) of this Section 9.24 has not been established by the
Trustee and no Person bids an amount equal to or greater than such amount, the
Trustee shall prevent such sale and bid an amount at least $1.00 more than the
highest other bid in order to preserve the Trust Estate.

         (d) In connection with a Sale of all or any portion of the Trust
Estate:

                  (i) any of the Noteholders or the Note Insurer may bid for and
         purchase the property offered for Sale, and upon compliance with the
         terms of sale may hold, retain and possess and dispose of such
         property, without further accountability, and may, in paying the
         purchase money therefor, deliver any of the Notes or claims for
         interest thereon in lieu of cash up to the amount which shall, upon
         distribution of the Net Proceeds of such Sale, be payable thereon, and
         such Notes, in case the amounts so payable thereon shall be less than
         the amount due thereon, shall be returned to the holders thereof after
         being appropriately stamped to show such partial payment;

                  (ii) the Trustee may bid for and acquire the property offered
         for Sale in connection with any public Sale thereof, and, in lieu of
         paying cash therefor, may make settlement for the purchase price by
         crediting the gross Sale price against the sum of (A) the amount which
         would be distributable to the Noteholders and the Note Insurer as a
         result of such Sale in accordance with Section 9.14 on the Payment Date
         next succeeding the date of such Sale and (B) the expenses of the Sale
         and of any proceedings in connection therewith which are reimbursable
         to it, without being required to produce the Notes in order to complete
         any such Sale or in order for the net Sale price to be credited against
         such Notes, and/or the Note Insurer Obligations, and any property so
         acquired by the Trustee shall be held and dealt with by it in
         accordance with the provisions of this Agreement;

                  (iii) the Trustee shall execute and deliver an appropriate
         instrument of conveyance transferring its interest in any portion of
         the Trust Estate in connection with a Sale thereof;


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<PAGE>   88

                  (iv) the Trustee is hereby irrevocably appointed the agent and
         attorney-in-fact of the Issuer to transfer and convey its interest in
         any portion of the Trust Estate in connection with a Sale thereof, and
         to take all action necessary to effect such Sale; and

                  (v) no purchaser or transferee at such a Sale shall be bound
         to ascertain the Trustee's authority, inquire into the satisfaction of
         any conditions precedent or see to the application of any moneys.

         (e) Notwithstanding anything in this Agreement to the contrary, if an
Event of Default specified in Section 9.08(a) is the Event of Default, or one of
the Events of Default, on the basis of which the Notes have been declared due
and payable, then the Trustee shall, at the direction of the Controlling Party,
sell the Trust Estate without compliance with this Section 9.24.

         (f) This Section 9.24(f) only applies during such time as the Rating
Agency has rated the financial strength of the Note Insurer below BBB-. If,
during such time, an Event of Default has occurred and is continuing, then
notwithstanding any provision of this Agreement to the contrary, the Note
Insurer hereby agrees that the Noteholders with Voting Interests in excess of
50% of all outstanding Voting Interests shall have the right to direct the
Trustee to sell all or substantially all the Trust Estate pursuant to this
Agreement and applicable law, whether or not the Note Insurer is the Controlling
Party at such time. If the Note Insurer is the Controlling Party, then it shall
direct the Trustee to effect such a Sale of all or substantially all of the
Trust Estate promptly upon receiving written direction to do so from the
Noteholders with Voting Interests in excess of 50% of all outstanding Voting
Interests.

         SECTION 9.25 ACTION ON NOTES.


         The Trustee's right to seek and recover judgment under this Agreement
shall not be affected by the seeking, obtaining or application of any other
relief under or with respect to this Agreement. Neither the Lien of this
Agreement nor any rights or remedies of the Trustee, the Note Insurer or the
Noteholders shall be impaired by the recovery of any judgment by the Trustee
against the Issuer or by the levy of any execution under such judgment upon any
portion of the Trust Estate.

         SECTION 9.26 NO RECOURSE TO OTHER TRUST ESTATES OR OTHER ASSETS OF THE
                      ISSUER.


         The Trust Estate granted to the Trustee as security for the Notes
serves as security only for the Notes. Holders of the Notes shall have no
recourse against the trust estate granted as security for any other series of
notes issued by the Issuer, and no judgment against the Issuer for any amount
due with respect to the Notes may be enforced against either the trust estate
securing any other series or any other assets of the Issuer, nor may any
prejudgment lien or other attachment be sought against any such other trust
estate or any other assets of the Issuer.

         SECTION 9.27 LICENSE.


         Servicer hereby licenses to each Successor Servicer on a non-exclusive
basis, a copy of the Servicer's software currently in use by Servicer for the
collection of accounts by Servicer, solely for the limited purpose of collecting
the Receivables. The licensee shall have no right to 


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<PAGE>   89

copy the software or sub-license or assign this license except to another
Successor Servicer. The licensee shall not be obligated to pay any royalty or
other fee to Servicer for such license.

                                   ARTICLE X
                                   THE TRUSTEE

         SECTION 10.01 DUTIES OF TRUSTEE.

         (a) The Trustee, both prior to and after the occurrence of a Servicer
Default, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. The Trustee shall exercise such of the
rights and powers vested in it by this Agreement and use the same degree of care
and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs; provided, however, that
if the Trustee in its capacity as Backup Servicer assumes the duties of the
Servicer pursuant to Section 9.02 or 9.03, the Trustee in performing such duties
shall use the degree of skill and attention customarily exercised by a servicer
with respect to defaulted consumer receivables that it services for itself or
others.

         (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that shall be specifically required to be furnished pursuant to
any provision of this Agreement shall examine them to determine whether they
conform to the requirements of this Agreement.

         (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, its own bad faith or its own willful misfeasance; provided, however,
that:

                  (i) prior to the occurrence of a Servicer Default actually
         known to a Responsible Officer of the Trustee, and after the curing or
         waiving of all such Servicer Defaults that may have occurred, the
         duties and obligations of the Trustee shall be determined solely by the
         express provisions of this Agreement, the Trustee shall not be liable
         except for the performance of such duties and obligations as are
         specifically set forth in this Agreement, no implied rights or
         obligations shall be read into this Agreement against the Trustee, the
         permissive right of the Trustee to do things enumerated in this
         Agreement shall not be construed as a duty and, in the absence of bad
         faith on the part of the Trustee, the Trustee may conclusively rely, as
         to the truth of the statements and the correctness of the opinions
         expressed therein, upon any certificates or opinions furnished to the
         Trustee and conforming to the requirements of this Agreement;

                  (ii) the Trustee shall not be personally liable for an error
         of judgment made in good faith by a Responsible Officer of the Trustee,
         unless it shall be proved that the Trustee was negligent in performing
         its duties in accordance with the terms of this Agreement; and

                  (iii) the Trustee shall not be personally liable with respect
         to any action taken, suffered or omitted to be taken in good faith in
         accordance with

                           (A)      the direction or consent of the Note Insurer
                                    (to the extent that an Insurer Default is
                                    not then in effect), or


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<PAGE>   90

                           (B)      the direction of Noteholders evidencing not
                                    less than 25% of the Voting Interests
                                    (unless a different percentage is otherwise
                                    specifically set forth herein with respect
                                    to any applicable action), together with the
                                    written consent of the Note Insurer (to the
                                    extent that an Insurer Default is not then
                                    in effect),


in each case relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Agreement.

         (d) The Trustee shall not be required to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
under this Agreement, or in the exercise of any of its rights or powers, if
there shall be reasonable grounds for believing that the repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it, and none of the provisions contained in this Agreement shall in any event
require the Trustee to perform, or be responsible for the manner of performance
of, any of the obligations of the Servicer under this Agreement except during
such time, if any, as the Trustee in its capacity as Backup Servicer shall be
the successor to, and be vested with the rights, duties, powers and privileges
of, the Servicer in accordance with the terms of this Agreement.

         (e) Except for actions expressly authorized by this Agreement, the
Trustee shall take no action reasonably likely to impair the security interests
created or existing under any Receivable or to impair the value of any
Receivable.

         (f) All information obtained by the Trustee regarding the Obligors and
the Receivables, whether upon the exercise of its rights under this Agreement or
otherwise, shall be maintained by the Trustee in confidence and shall not be
disclosed to any other Person, unless such disclosure is required by this
Agreement or any applicable law or regulation.

         SECTION 10.02 TRUSTEE'S CERTIFICATE.


         On or as soon as practicable after each date on which the Servicer or
Issuer acquires Removed Receivables, the Trustee, upon receipt of written notice
of such acquisition, shall submit to the Servicer or the Issuer, as applicable,
a Trustee's Certificate (substantially in the form attached hereto as Exhibit
B), identifying the acquirer and the Receivables so acquired, executed by the
Trustee and completed as to its date and the date of this Agreement, and
accompanied by a copy of the Monthly Servicer Report and the Servicer's
Remittance Date Certificate for the related Collection Period. The Trustee's
Certificate submitted with respect to such Payment Date shall operate, as of
such Payment Date, as an assignment without recourse, representation or
warranty, to the Issuer or the Servicer, as the case may be, of all the
Trustee's right, title and interest in and to such Removed Receivable and to the
other property conveyed to the Trust Estate pursuant to Section 2.01 with
respect to such Removed Receivable, and all security and documents relating
thereto, such assignment being an assignment outright and not for security.

         SECTION 10.03 TRUSTEE'S RELEASE OF REMOVED RECEIVABLES.


         With respect to all Removed Receivables, the Trustee shall, by a
Trustee's Certificate (substantially in the form attached hereto as Exhibit B)
release, all the Trustee's right, title and 


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<PAGE>   91

interest in and to each Removed Receivable and the other property included in
the Trust Estate pursuant to Section 2.01 with respect to such Removed
Receivable, and all security and any documents relating thereto; and the Issuer
or the Servicer, as applicable, shall thereupon own each such Removed
Receivable, and all such related security and documents, free of any further
obligation to the Trustee or the Note Insurer or the Noteholders with respect
thereto. If in any enforcement suit or legal proceeding it is held that the
Servicer may not enforce a Removed Receivable on the ground that it is not a
real party in interest or a holder entitled to enforce such Removed Receivable,
the Trustee on behalf of the Note Insurer and the Noteholders shall, at the
Servicer's written direction and expense, take such reasonable steps as the
Trustee deems necessary to enforce the Removed Receivable, including bringing
suit in the Trustee's name or the names of the Note Insurer or of the
Noteholders.

         SECTION 10.04 CERTAIN MATTERS AFFECTING THE TRUSTEE.

         (a) Except as otherwise provided in Section 10.01:

                  (i) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, Officer's Certificate,
         certificate of auditors or any other certificate, statement,
         instrument, opinion, report, notice, request, consent, order,
         appraisal, bond or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

                  (ii) the Trustee may consult with counsel and any advice of
         counsel or Opinion of Counsel shall be full and complete authorization
         and protection in respect of any action taken or suffered or omitted by
         it under this Agreement in good faith and in accordance with such
         advice of counsel or Opinion of Counsel;

                  (iii) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Agreement, or to
         institute, conduct or defend any litigation under this Agreement or in
         relation to this Agreement, at the request, order or direction of the
         Note Insurer or any of the Noteholders pursuant to the provisions of
         this Agreement, unless the Note Insurer or any such Noteholders shall
         have offered to the Trustee reasonable security or indemnity against
         the costs, expenses and liabilities that may be incurred therein or
         thereby (the general obligation of an institutional investor that is
         investment grade rated being sufficient indemnity); nothing contained
         in this Agreement shall, however, relieve the Trustee of the
         obligations, upon the occurrence of a Servicer Default actually known
         to a Responsible Officer of the Trustee (that shall not have been cured
         or waived), to exercise such of the rights and powers vested in it by
         this Agreement, and to use the same degree of care and skill in their
         exercise as a prudent person would exercise or use under the
         circumstances in the conduct of his or her own affairs;

                  (iv) the Trustee shall not be personally liable for any action
         taken, suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Agreement;

                  (v) prior to the occurrence of a Servicer Default and after
         the curing or waiving of all Servicer Defaults that may have occurred,
         the Trustee shall not be bound to make any investigation into the facts
         of matters stated in any resolution, certificate, statement,
         instrument, opinion, report, notice, request, Consent order, 


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<PAGE>   92

         approval, bond or other paper or document, unless requested in writing
         to do so by the Note Insurer or the Noteholders evidencing not less
         than 25% of the Voting Interests; provided, however, that if the
         payment within a reasonable time to the Trustee of the costs, expenses
         or liabilities likely to be incurred by it in the making of such
         investigation is, in the opinion of the Trustee, not reasonably assured
         to the Trustee by the security afforded to it by the terms of this
         Agreement, the Trustee may require reasonable indemnity against such
         cost, expense or liability as a condition to so proceeding; the
         reasonable expense of every such examination shall be paid by the
         Issuer or, if paid by the Trustee, shall be reimbursed by the Issuer
         upon demand; and nothing in this clause shall derogate from the
         obligation of the Servicer to observe any applicable law prohibiting
         disclosure of information regarding the Obligors; and

                  (vi) the Trustee may execute any of the trusts or powers under
         this Agreement or perform any duties under this Agreement either
         directly or by or through agents or attorneys or a custodian and shall
         not be liable or responsible for the misconduct or negligence of any of
         its agents or attorneys or a custodian appointed with due care by the
         Trustee.

         (b) No Noteholder will have any right to institute any proceeding with
respect to this Agreement, unless such Noteholder shall have given to the
Trustee written notice of default and shall have obtained the prior written
consent of the Note Insurer to the institution of such proceeding (in the event
that no Insurer Default is in effect at such time) and (i) the Servicer Default
arises from the Servicer's failure to remit collections or payments when due or
(ii) Noteholders evidencing not less than 25% of the Voting Interests have made
written request upon the Trustee to institute such proceeding in its own name as
Trustee thereunder, and have offered to the Trustee reasonable indemnity, and
the Trustee for 30 days has neglected or refused to institute any such
proceedings.

         SECTION 10.05 LIMITATION ON TRUSTEE'S LIABILITY.


         The Trustee makes no representations as to the validity or sufficiency
of this Agreement or of the Notes (other than the certificate of authentication
thereon, as applicable), or of any Receivable or related document. The Trustee
shall have no obligation to perform any of the duties of the Issuer or the
Servicer unless explicitly set forth in this Agreement. The Trustee shall at no
time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any security interest in any Receivable, or the
perfection and priority of such a security interest or the maintenance of any
such perfection and priority, or for or with respect to the efficacy of the
Trust Estate or its ability to generate the payments to be paid to Noteholders
and the Note Insurer under this Agreement, including without limitation the
existence and contents of any Receivable or any computer file or other record
thereof; the validity of the assignment of any Receivable to the Trustee or of
any intervening assignment; the completeness of any Receivable; the performance
or enforcement of any Receivable; the compliance by the Issuer or the Servicer
with any covenant or the breach by the Issuer or the Servicer of any warranty or
representation made under this Agreement or in any related document and the
accuracy of any such warranty or representation prior to the Trustee's receipt
of notice or other discovery of any noncompliance therewith or any breach
thereof, any investment of monies by the Issuer or any loss resulting therefrom
(it being understood that the Trustee shall remain responsible as Trustee for
any property that it may hold as part of the Trust Estate); the acts or
omissions of the Issuer, the Servicer or any Obligor; any action of the 


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<PAGE>   93

Servicer taken in the name of or as the agent of the Trustee; or any action by
the Trustee taken at the instruction of the Servicer; provided however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
under this Agreement. Except with respect to a claim based on the failure of the
Trustee to perform its duties under this Agreement or based on the Trustee's
gross negligence, willful misconduct or bad faith, no recourse shall be had for
any claim based on any provision of this Agreement, the Notes or any Receivable
or assignment thereof against the institution serving as Trustee in its
individual capacity. The Trustee shall not have any personal obligation,
liability or duty whatsoever to any Noteholder, the Note Insurer or any other
Person with respect to any such claim, and any such claim shall be asserted
solely against the Trust Estate or any indemnitor who shall furnish indemnity as
provided in this Agreement. The Trustee shall not be accountable for the use or
application by the Issuer of the Notes or the proceeds thereof, if any, or for
the use or application of any funds paid to or collected by the Servicer in
respect of the Receivables. The Trustee shall have no responsibility for filing
any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder (unless the Trustee in its capacity as Backup Servicer
shall have become the Successor Servicer) or to prepare or file any Securities
and Exchange Commission filing with respect to the Notes or to record this
Agreement.


         The recitals contained in this Agreement and in the Notes, except the
certificates of authentication on the Notes, shall be taken as the statements of
the Issuer, and the Trustee assumes no responsibility for their correctness or
completeness. The Trustee makes no representations as to the validity or
condition of any Trust Estate or any part thereof, or as to the title of the
Issuer thereto or as to the security afforded thereby or hereby, or as to the
validity or genuineness of any securities at any time pledged and deposited with
the Trustee hereunder or as to the validity or sufficiency of this Agreement or
the Notes. The Trustee shall not be accountable for the use or application by
the Issuer of the Notes or the proceeds thereof or of any money paid to the
Issuer under any provisions hereof.


         The Trustee will not be responsible for any losses incurred in
connection with investments in Permitted Investments made in accordance with the
terms of this Agreement, other than losses arising out of the Trustee's gross
negligence, bad faith or willful misconduct.

         SECTION 10.06 TRUSTEE MAY OWN NOTES.


         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes. The Trustee in its individual or any other capacity
may deal with the Issuer and the Servicer in banking transactions, with the same
rights as it would have if it were not the Trustee.

         SECTION 10.07 TRUSTEE'S FEES AND EXPENSES.


         The Trustee shall be entitled to reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts created by this Agreement and in the exercise and performance of any
of the powers and duties of the Trustee under this Agreement, which shall equal
the Trustee Fee, paid as provided in Section 4.04, and payment or reimbursement
for all reasonable expenses and disbursements (including the reasonable
compensation and the expenses and disbursements of its counsel and of all
persons not regularly in its employ) incurred or made by the Trustee in defense
of any action brought against it in connection with this Agreement except any
such expense or disbursement as may arise 


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<PAGE>   94

from its gross negligence, willful misfeasance or bad faith or that is the
responsibility of Noteholders under this Agreement. Additionally, the Servicer,
pursuant to Section 8.02, shall indemnify the Trustee with respect to certain
matters.

         SECTION 10.08  INDEMNITY OF TRUSTEE, BACKUP SERVICERS AND SUCCESSOR
                        SERVICER.


         Upon the appointment of a Backup Servicer or a Successor Servicer
pursuant to Section 9.02 or 9.03, such Backup Servicer, Successor Servicer and
the Trustee and their respective agents and employees shall be indemnified by
the Trust Estate and held harmless against any loss, liability, or expense
(including reasonable attorney's fees and expenses) arising out of or incurred
in connection with the acceptance of performance of the trusts and duties
contained in this Agreement to the extent that (i) the Successor Servicer,
Backup Servicer or the Trustee, as the case may be, shall not be indemnified for
such loss, liability or expense by the Servicer pursuant to Section 9.02 or
9.03; (ii) such loss, liability, or expense shall not have been incurred by
reason of the Successor Servicer's, the Backup Servicer's or the Trustee's
willful misfeasance, bad faith or gross negligence; and (iii) such loss,
liability or expense shall not have been incurred by reason of the Successor
Servicer's, the Backup Servicer's or the Trustee's breach of its respective
representations and warranties pursuant to Sections 9.02, 9.03, 10.09 and 10.14,
respectively.


         The Successor Servicer, the Backup Servicer and/or the Trustee shall be
entitled to the indemnification provided by this Section only to the extent all
amounts due the Servicer, the Note Insurer and all Noteholders pursuant to
Section 4.04 have been paid in full and all amounts required to be deposited in
the Reserve Account with respect to any Payment Date pursuant to Section 4.05
have been so deposited.

         SECTION 10.09 ELIGIBILITY REQUIREMENTS FOR TRUSTEE.


         Except as otherwise provided in this Agreement, the Trustee under this
Agreement shall at all times be a bank having its corporate trust office in the
same state (or the District of Columbia or the Commonwealth of Puerto Rico) as
the location of the Corporate Trust Office as specified in this Agreement;
organized and doing business under the laws of such state (or the District of
Columbia or the Commonwealth of Puerto Rico) or the United States; authorized
under such laws to exercise corporate trust powers; having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authorities; and shall have the highest available long-term
unsecured debt rating by the Required Rating Agencies then providing such a
rating or be otherwise acceptable to the Rating Agency and the Controlling
Party, as evidenced by a letter to such effect from the Rating Agency (which
acceptance may be evidenced in the form of a letter, dated on or shortly before
the Closing Date, assigning an initial rating to the Notes) and the Note Insurer
(as applicable).


         If the Trustee shall publish reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 10.10.


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<PAGE>   95

         SECTION 10.10 RESIGNATION OR REMOVAL OF TRUSTEE.

         (a) The Trustee may at any time resign and be discharged from the
trusts created by this Agreement by giving at least 30 days' prior written
notice thereof to the Servicer, the Note Insurer and the Noteholders. Upon
receiving such notice of resignation, the Servicer shall promptly appoint a
successor Trustee acceptable to the Noteholders and the Note Insurer by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no successor Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

         (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 10.09 and shall fail to resign after written
request therefor by the Servicer or the Controlling Party, or if at any time the
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Controlling Party may remove the Trustee. If the Trustee
is removed under the authority of the immediately preceding sentence, the
Servicer shall promptly appoint a successor Trustee acceptable to the
Controlling Party, by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor Trustee, and pay all fees owed to the outgoing Trustee.

         (c) Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee as
provided in Section 10.11. The Servicer shall give the Rating Agency, the
Placement Agent, the Note Insurer and the Noteholders notice of any such
resignation or removal of the Trustee and appointment and acceptance of a
successor Trustee.

         SECTION 10.11 SUCCESSOR TRUSTEE.


         Any successor Trustee appointed as provided in Section 10.10 shall
execute, acknowledge and deliver to the Servicer and to its predecessor Trustee
an instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Trustee. The predecessor Trustee shall deliver to the successor Trustee all
documents and statements held by it under this Agreement; and the Servicer, the
Note Insurer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations. No successor Trustee shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
Trustee shall be eligible under the provisions of Section 10.09. Upon acceptance
of appointment by a successor Trustee as provided in this Section, the Servicer
shall mail notice of the successor of such Trustee under this Agreement to all
Noteholders at their addresses as shown in the Note Register and shall give
notice by mail to the Rating Agency and the Placement Agent and the Note
Insurer. If the Servicer fails to mail such notice within ten (10) days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of the Servicer.


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<PAGE>   96

         SECTION 10.12 MERGER OR CONSOLIDATION OF TRUSTEE.


         Any corporation (i) into which the Trustee may be merged or
consolidated, (ii) which may result from any merger, conversion, or
consolidation to which the Trustee shall be a party or (iii) which may succeed
to all or substantially all the corporate trust business of the Trustee, which
corporation executes an agreement of assumption to perform every obligation of
the Trustee under this Agreement, shall be the successor of the Trustee
hereunder, provided such corporation shall be eligible pursuant to Section
10.09, without the execution or filing of any instrument or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding. Notice of any such merger shall be given by the Trustee to the
Rating Agency, the Placement Agent and the Noteholders and the Note Insurer.

         SECTION 10.13 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.


         Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Estate may at the time be located, the Servicer and the
Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee, jointly with the Trustee or separate trustee or separate trustees,
of all or any part of the Trust Estate, and to vest in such Person, in such
capacity and for the benefit of the Noteholders and the Note Insurer, such title
to the Trust Estate, or any part thereof, and, subject to the other provisions
of this Section, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. If the Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in the case a Servicer Default shall have occurred and
be continuing, the Trustee alone shall have the power to make such appointment.
Each co-trustee or separate trustee under this Agreement shall be required to
meet the terms of eligibility as a successor trustee pursuant to Section10.09
but no notice of a successor Trustee pursuant to Section 10.11 and no notice to
Noteholders or the Note Insurer of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 10.11.


         Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred upon and exercised or
         performed by the Trustee and such separate trustee or co-trustee
         jointly (it being understood that such separate trustee or co-trustee
         is not authorized to act separately without the Trustee joining in such
         act), except to the extent that under any law of any jurisdiction in
         which any particular act or acts are to be performed (whether as
         Trustee under this Agreement or as successor to the Servicer under this
         Agreement), the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations (including the holding of title to the Trust Estate or any
         portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such separate trustee or co-trustee, but solely at
         the direction of the Trustee;

                  (ii) no trustee under this Agreement shall be personally
         liable by reason of any act or omission of any other trustee under this
         Agreement;


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<PAGE>   97

                  (iii) the Servicer and the Trustee acting jointly (or during
         the continuation of a Servicer Default, the Trustee alone) may at any
         time accept the resignation of or remove any separate trustee or
         co-trustee; and

                  (iv) the Trustee shall remain primarily liable for the actions
         of any separate trustees and co-trustee.


         Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Section. Each separate trustee and co-trustee, upon its acceptance of
the mats conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
including, but not limited to, every provision of this Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the Trustee.
Each such instrument shall be filed with the Trustee and a copy thereof given to
the Servicer.


         Any separate trustee or co-trustee may at any time appoint the Trustee
its agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee. Notwithstanding anything to the contrary in this Agreement,
the appointment of any separate trustee or co-trustee shall not relieve the
Trustee of its obligations and duties under this Agreement.

         SECTION 10.14 REPRESENTATIONS AND WARRANTIES OF TRUSTEE.


         The Trustee hereby makes the following representations and warranties
on which the Issuer and the Noteholders are relying:

                  (i) Organization and Good Standing. The Trustee is a national
         banking association duly organized, validly existing and in good
         standing;

                  (ii) Power and Authority. The Trustee has full power,
         authority and right to execute, deliver and perform this Agreement and
         has taken all necessary action to authorize the execution, delivery and
         performance by it of this Agreement;

                  (iii) No Violation. The execution, delivery and performance by
         the Trustee of this Agreement (a) shall not violate any provision of
         any law governing the banking and trust powers of the Trustee or, to
         the best of the Trustee's knowledge, any order, writ, judgment, or
         decree of any court, arbitrator, or governmental authority applicable
         to the Trustee or any of its assets, (b) shall not violate any
         provision of the charter or bylaws of the Trustee, and (c) shall not
         violate any provision of, or constitute, with or without notice or
         lapse of time, a default under, or result in the creation or imposition
         of any Lien on any properties included in the Trust Estate pursuant to
         the provisions of any mortgage, indenture, contract, agreement or other
         undertaking to which it is a party, which 


                                      -90-

<PAGE>   98

         violation, default or Lien could reasonably be expected to materially
         and adversely affect the Trustee's performance or ability to perform
         its duties under this Agreement or the transactions contemplated in
         this Agreement;

                  (iv) No Authorization Required. The execution, delivery and
         performance by the Trustee of this Agreement shall not require the
         authorization, consent, or approval of, the giving of notice to, the
         filing or registration with, or the taking of any other action in
         respect of, any governmental authority or agency regulating the banking
         and corporate trust activities of the Trustee; and

                  (v) Duly Executed. This Agreement shall have been duly
         executed and delivered by the Trustee and shall constitute the legal,
         valid, and binding agreement of the Trustee, enforceable in accordance
         with its terms, except as enforceability may be limited by bankruptcy,
         insolvency, reorganization, moratorium and other similar laws affecting
         creditors' rights generally or by general principles of equity.

         SECTION 10.15 TAX RETURNS.


         In the event the Trustee shall be required to file tax returns on
behalf of the Trust Estate, the Servicer shall prepare or shall cause to be
prepared any tax returns required to be filed by the Trust Estate and shall
remit such returns to the Trustee for signature at least five days before such
returns are due to be filed. The Trustee, upon request, shall furnish the
Servicer with all such information known to the Trustee as may be reasonably
required in connection with the preparation of all tax returns of the Trust
Estate, and shall, upon request, execute such returns.

         SECTION 10.16 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.


         All rights of action and claims under this Agreement or the Notes may
be prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as
Trustee. Any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses and disbursements of the Trustee, its agents
and counsel, be for the ratable benefit of the Note Insurer and the Noteholders
in respect of which such judgment has been obtained, in the order of priority
specified in Section 4.04(b)(i).

         SECTION 10.17 SUIT FOR ENFORCEMENT.


         If a Servicer Default shall occur and be continuing, the Trustee, in
its discretion may, subject to the provisions of Section 10.01, proceed to
protect and enforce its rights and the rights of the Note Insurer and the
Noteholders under this Agreement by a suit, action or proceeding in equity or at
law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Agreement or in aid of the execution of any power
granted in this Agreement or for the enforcement of any other legal, equitable
or other remedy as the Trustee, being advised by counsel, shall deem most
effectual to protect and enforce any of the rights of the Trustee, the Note
Insurer or the Noteholders.


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<PAGE>   99

         SECTION 10.18 RIGHTS OF NOTEHOLDERS TO DIRECT TRUSTEE.


         The Controlling Party shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee; provided however,
that subject to Section 10.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee being advised by counsel determines
that the action so directed may not lawfully be taken, or if the Trustee in good
faith shall, by a Responsible Officer of the Trustee, determine that the
proceedings so directed would be illegal or subject it to personal liability or
be unduly prejudicial to the rights of the Note Insurer or Noteholders not
parties to such direction; provided, further, however, that nothing in this
Agreement shall impair the right of the Trustee to take any action deemed proper
by the Trustee and which is not inconsistent with such direction by the
Noteholders.

         SECTION 10.19 CONFIDENTIAL INFORMATION.


         The Trustee acknowledges that, in the course of meeting its respective
duties and obligations under this Agreement, it may obtain Proprietary
Information relating to the Servicer or the Issuer. Such Proprietary Information
may include, but is not limited to, non-public trade secrets, know how,
invention techniques, processes, programs, schematics, source documents, data,
and financial information. The Trustee shall at all times, both during the term
of this Agreement and for a period of three (3) years after its termination,
keep in trust and confidence all such Proprietary Information, and shall not use
such Proprietary Information other than in the course of its duties under this
Agreement, nor shall the Trustee disclose any such Proprietary, Information
without the written consent of the Servicer or the Issuer unless legally
required to disclose such information. The Trustee further agrees to immediately
return all Proprietary Information (including copies thereof) in its possession,
custody, or control upon termination of this Agreement for any reason.


         The Trustee shall not disclose, advertise or publish the existence or
the terms or conditions of this Agreement without prior written consent of the
Servicer or the Issuer. Notwithstanding the foregoing, this Section 10.19 shall
not prohibit disclosure of information that is required to be disclosed by the
Trustee pursuant to federal or state laws or regulation. Notwithstanding any
provision of this Agreement to the contrary, this Section 10.19 shall not
prohibit disclosure of information that is required in a judicial,
administrative or governmental proceeding to disclose any Proprietary
Information, nor shall it prohibit disclosure of information to Coldata, Inc.,
pursuant to an agreement to which Midland Credit Management, Inc. is a party. In
particular the Trustee agrees that it shall not, without the prior consent of
the Servicer or the Issuer, disclose the existence of this Agreement or any of
the terms herein to any Person other than counsel to the Trustee or an employee
or director of the Trustee with a need to know in order to implement this
Agreement and only if such employee or director or counsel agrees to maintain
the confidentiality of this Agreement. The parties hereto agree that the
Servicer and/or the Issuer shall have the right to enforce these nondisclosure
provisions by an action for specific performance filed in any court of competent
jurisdiction in the State of Kansas or Arizona.


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<PAGE>   100


                                   ARTICLE XI
                                   REDEMPTION

         SECTION 11.01  REDEMPTION AT THE OPTION OF THE ISSUER; ELECTION TO
                        REDEEM.


         The Issuer shall have the option to redeem the Notes in full on any
Payment Date on or after (i) the Payment Date on which the Note Balance is less
than 15% of the Original Note Balance or (ii) the day on which the duties of
Midland Credit Management, Inc., as Servicer under this Agreement, are
terminated pursuant to Section 9.02(a)(ii). The election of the Issuer to redeem
the Notes pursuant to this Section shall be evidenced by delivery to the Trustee
no later than the last Business Day of the month preceding the month in which
the Payment Date as of which such redemption will be effected occurs of an
Officer's Certificate of the Issuer stating the Issuer's intention to redeem the
Notes and specifying the Redemption Amount therefor. No prepayment premium or
penalty is payable with respect to any such redemption.

         SECTION 11.02 DEPOSIT OF REDEMPTION AMOUNT.


         In the case of any redemption pursuant to Section 11.01, the Issuer
shall, on or before the Remittance Date preceding the Payment Date on which such
redemption is to be effected, deposit in the Note Payment Account pursuant to
Section 4.03 an amount equal to the Redemption Amount and shall thereafter
succeed to all interests in and to the Trust Estate subject to Section 2.11. The
Redemption Amount shall be paid as provided in Section 4.04(b).

         SECTION 11.03 NOTICE OF REDEMPTION BY THE TRUSTEE.


         Upon receipt of notice from the Issuer of its election to redeem the
Notes pursuant to Section 11.01 and deposit by the Issuer of the Redemption
Amount pursuant to Section 11.02, the Trustee shall provide notice of redemption
of the Notes by first class mail, postage prepaid, mailed no later than the
Business Day following the date on which such deposit was made, to the Note
Insurer at its address herein and to each Noteholder at such Noteholder's
address as listed in the Note Register. Notice of redemption of Notes shall be
given by the Trustee in the name and at the expense of the Issuer, as
applicable.

                                  ARTICLE XII
                            MISCELLANEOUS PROVISIONS

         SECTION 12.01 AMENDMENT.

         (a) This Agreement may be amended by the Issuer, the Servicer and the
Trustee, without the consent of the Note Insurer or any of the Noteholders, to
cure any ambiguity, to correct or supplement any provision in this Agreement
which may be inconsistent with any other provision of this Agreement, to add,
change or eliminate any other provision of this Agreement with respect to
matters or questions arising under this Agreement that shall not be inconsistent
with the provisions of this Agreement or to add or provide for any credit
enhancement (other than the Policy) provided that any such action shall not, as
evidenced by an Officer's Certificate of the Issuer delivered to the Trustee and
the Note Insurer by the Issuer, adversely affect in any material respect the
interests of the Note Insurer or the Noteholders, provided further, that any
such action shall not, as evidenced by an Officer's Certificate of the Issuer
delivered to the 


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<PAGE>   101

Trustee and the Note Insurer by the Issuer, adversely affect in any material
respect the interests of the Note Insurer or the Noteholders.

         (b) This Agreement may also be amended from time to time by the Issuer,
the Servicer and the Trustee, and the Note Insurer, with the consent of
Noteholders evidencing not less than 66-2/3% of the Voting Interests (which
consent of any Noteholder given pursuant to this Section or pursuant to any
other provision of this Agreement shall be conclusive and binding on such
Noteholder and on all future holders of such Note and of any Note issued upon
the transfer thereof or in exchange thereof or in lieu thereof whether or not
notation of such consent is made upon the Note), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement, or of modifying in any manner the rights of such Noteholders;
provided, however, that no such amendment shall (i) except as otherwise provided
in Section 12.01(a), reduce in any manner the amount of, or delay the timing of,
any payments that shall be required to be made on any Note or deposits of
amounts to be so paid or the Required Reserve Amount of the Reserve Account
without the consent of each Noteholder (provided that an amendment of the terms
of a Servicer Default shall not be deemed to be within the scope of this clause
(i)); (ii) change the definition or the manner of calculating the interest
accrued on the Notes without the consent of each Noteholder; (iii) reduce the
aforesaid percentage of the Voting Interest required to consent to any such
amendment, without the consent of each Noteholder; or (iv) adversely affect the
rating of the Notes by the Rating Agency without the consent of Noteholders
evidencing not less then 66-2/3% of the Voting Interests (but excluding for
purposes of such calculation and action all Notes held by the Issuer, the
Servicer or any of their affiliates).

         (c) Prior to the execution of any amendment or consent thereto pursuant
to this Section 12.01, the Trustee shall furnish written notification of the
substance of such amendment or consent to the Rating Agency and the Placement
Agent.

         (d) Promptly after the execution of any amendment or consent thereto
pursuant to Section 12.01(b), the Trustee shall furnish written notification of
the substance of such amendment or consent to each Noteholder. It shall not be
necessary for the consent of Noteholders pursuant to Section 12.01(b) to approve
the particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization by Noteholders of
the execution thereof shall be subject to such reasonable requirements as the
Trustee may prescribe.

         (e) Prior to the execution of any amendment to this Agreement, the
Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this
Agreement. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's own rights, duties or immunities under
this Agreement or otherwise.

         (f) There will be no change in the identity of the Servicer, the Backup
Servicer or the Trustee without the prior written consent of the Controlling
Party, subject to the rights of the Backup Servicer and the Trustee to resign in
accordance with the provisions of this Agreement.

         (g) This Agreement may be amended by the Issuer, the Servicer, the
Trustee and the Note Insurer with the consent of the Noteholders to make any
change required to minimize the possibility of classification of the Trust as a
"publicly traded partnership" within the meaning of Code Section 7704(b),
assuming for purposes of the foregoing that the Trust were classified 


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<PAGE>   102

as a partnership for federal or state income tax purposes and not solely as a
security device for such purposes. Further, this Agreement may be amended by the
Issuer, the Servicer, the Trustee and the Note Insurer without the consent of
the Noteholders to minimize the restrictions on transfers of the Notes described
in Section 6.03(h) if the Issuer, in reliance upon an opinion of counsel
delivered to the Trustee and the Note Insurer, determines that such amendment
would not otherwise result in classification of the trust or render the Trust
susceptible to classification as a "publicly traded partnership" within the
meaning of Code Section 7704(b) assuming for purposes of the foregoing that the
Trust were classified as a partnership for federal or state income tax purposes
and not solely as a security device for such purposes.

         SECTION 12.02 PROTECTION OF TITLE TO TRUST ESTATE.

         (a) Either of the Issuer or the Servicer or both shall execute and file
such financing statements and cause to be executed and filed such continuation
and other statements, all in such manner and in such places as may be required
by law fully to preserve, maintain and protect the interests of the Note
Insurer, the Noteholders and the Trustee under this Agreement in the Receivables
and in the proceeds thereof. Each of the Issuer and the Servicer shall deliver
(or cause to be delivered) to the Trustee file-stamped copies of, or filing
receipts for, any document filed as provided, above, as soon as available
following such filing.

         (b) Neither the Issuer nor the Servicer shall change its name, identity
or organizational structure in any manner that would, could or might make any
financing statement or continuation statement filed in accordance with paragraph
(a) above seriously misleading within the meaning of Section 9-402(7) of the
UCC, unless it shall have given the Trustee at least ten (10) days' prior
written notice thereof and shall have filed within thirty (30) days after such
change appropriate amendments to all such previously filed financing statements
or continuation statements.

         (c) Each of the Issuer and the Servicer shall give the Trustee at least
ten (10) days' prior written notice of any relocation of its principal executive
office if, as a result of such relocation, the applicable provisions of the UCC
would require the filing of any amendment of any previously filed financing
statement or continuation statement or of any new financing statement, and shall
within thirty (30) days after such relocation file any such amendment or new
financing statement. The Servicer shall at all times maintain each office from
which it services Receivables and its principal executive office within the
United States.

         (d) The Servicer shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof
to know at any time the status of such Receivable, including payments and
recoveries made and payments owing (and the nature of each, if applicable) and
(ii) reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Accounts (or any
of them) in respect of such Receivables.

         (e) The Servicer shall maintain its computer records so that, from and
after the time of transfer, assignment and conveyance under this Agreement of
the Receivables to the Trustee, the Servicer's master computer records
(including any back-up archives) that refer to any Receivables indicate clearly
the interest of the Trustee in such Receivables and that the Receivable is held
by the Trustee on behalf of the Note Insurer and the Noteholders. Indication of
the Trustee's interest in a Receivable shall be deleted from or modified on the
Servicer's computer records when, and only when, the Receivable has been paid in
full, acquired or assigned pursuant to this Agreement.


                                      -95-

<PAGE>   103

         (f) If at any time Issuer or Servicer propose to assign, convey, grant
a security interest in, or otherwise transfer any interest in defaulted consumer
receivables to any prospective purchaser, lender or other transferee, the
Servicer shall give to such prospective acquirer, lender or other transferee
computer tapes, records or print-outs (including any restored from back-up
archives) that, if they refer in any manner whatsoever to any Receivable,
indicate clearly that such Receivable has been transferred, assigned and
conveyed and is owned by the Trustee unless such Receivable has been paid in
full, acquired or assigned pursuant to this Agreement.

         (g) The Servicer shall permit the Trustee and its agents, upon not less
than two Business Days' prior written notice and during normal business hours,
to inspect, audit and make copies of and abstracts from the Servicer's records
regarding any Receivables then or previously included in the Trust Estate.
Nothing in this Section shall impair the obligation of the Servicer to observe
any applicable law prohibiting disclosure of information regarding the Obligors,
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.

         (h) Upon request, the Servicer shall furnish to the Trustee and/or the
Note Insurer, within five Business Days of such request, a list of all
Receivables (by account number and name of Obligor) then held as part of the
Trust Estate.

         (i) The Servicer shall deliver to the Trustee, promptly after the
execution and delivery of each amendment to any financing statement, an Opinion
of Counsel stating that, in the opinion of such Counsel, either (i) all
financing statements and continuation statements have been executed and filed
that are necessary fully to preserve and protect the interest of the Trustee in
the Receivables, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (ii) no such action is
necessary to preserve and protect such interest.

         SECTION 12.03 LIMITATION OF RIGHTS OF NOTEHOLDERS.

         (a) The death or incapacity of any Noteholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle its legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust
Estate, nor otherwise affect the rights, obligations and liabilities of the
parties to this Agreement or any of them.

         (b) No Noteholder shall have any right to vote (except as expressly
provided in this Agreement) or in any manner otherwise control the operation and
management of the Trust Estate, or the obligations of the parties to this
Agreement, nor shall anything set forth in this Agreement, or contained in the
terms of the Notes, be construed so as to constitute the Noteholders from time
to time as partners or members of an association; nor shall any Noteholder be
under any liability to any third person by reason of any action pursuant to any
provision of this Agreement.

         (c) No Noteholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action, or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Noteholder previously shall have given to the Trustee a written notice of
default and of the continuance thereof and have obtained the consent of the Note
Insurer to the institution of such action, suit or proceeding (to the extent
that there shall be no Insurer Default in effect at such time), as hereinbefore
provided, and unless 


                                      -96-

<PAGE>   104

Noteholders evidencing not less than 25% of the Voting Interests shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee under this Agreement and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses,
and liabilities to be incurred therein or thereby, and the Trustee, for 30 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action suit, or proceeding and during
such 30-day period, no request or waiver inconsistent with such written request
has been given to the Trustee pursuant to this Section or Section 10.04; it
being understood and intended, and being expressly covenanted by each Noteholder
with every other Noteholder and the Trustee, that no one or more Noteholders
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb, or prejudice
the rights of the other Noteholders, or to obtain or seek to obtain priority
over or preference to any other Noteholder, other than as provided in this
Agreement, or to enforce any right under this Agreement, except in the manner
provided in this Agreement and for the equal, ratable, and common benefit of all
Noteholders. For the protection and enforcement of the provisions of this
Section, each and every Noteholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

         SECTION 12.04 GOVERNING LAW.


         This Agreement 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 12.05 NOTICES.


         All demand, notices and communications under this Agreement shall be in
writing, and either personally delivered, mailed by certified mail, return
receipt requested, or sent by facsimile transmission, and shall be deemed to
have been duly given upon receipt (i) in the case of the Issuer or the Servicer,
to the agent for service as specified in Section 2.10 of this Agreement, or at
such other address as shall be designated by the Issuer or the Servicer in a
written notice to the Trustee; (ii) in the case of the Trustee or Backup
Servicer, at the Corporate Trust Office; (iii) in the case of the Rating Agency
at 25 Broadway, New York, New York 1004, and (iv) in the case of the Note
Insurer, at 335 Madison Avenue, 25th Floor, New York, New York 10017 (Fax: (212)
682-5377). Any notice required or permitted to be mailed to a Noteholder shall
be given by first class mail, postage prepaid, at the address of such Noteholder
as shown in the Note Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given,
whether or not the Noteholder shall receive such notice.

         SECTION 12.06 SEVERABILITY OF PROVISIONS; COUNTERPARTS.

         (a) If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid or
unenforceable in any jurisdiction, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the Notes, or the
rights of the Noteholders.


                                      -97-

<PAGE>   105

         (b) This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed to be an original, and all of which
shall constitute but one and the same instrument.

         SECTION 12.07 ASSIGNMENT.


         Notwithstanding anything to the contrary contained in this Agreement,
except as provided in Sections 7.04 and 8.03 and as provided in the provisions
of this Agreement concerning the resignation of the Servicer, this Agreement may
not be assigned by the Issuer or the Servicer without the prior written consent
of the Note Insurer and Noteholders evidencing not less than 66-2/3% of the
Voting Interests.

         SECTION 12.08 NO PETITION.

         Each of the Servicer and the Trustee and the Note Insurer covenants and
agrees that prior to the date which is one year and one day after the
termination of this 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. Notwithstanding the foregoing,
nothing herein shall be deemed to prohibit the Trustee from filing proofs of
claim or otherwise participating in any such proceeding instituted by another
person. This Section 12.08 shall survive the termination of this Agreement or
the termination of the Servicer or the Trustee, as the case may be, under this
Agreement.

         SECTION 12.09 NOTEHOLDER DIRECTION.


         Notwithstanding anything to the contrary contained in this Agreement,
provided the Trustee has sent out notices to Noteholders in accordance with this
Agreement, the Trustee may act as directed by a majority of the outstanding
Noteholders (but only to the extent the Noteholders are entitled under this
Agreement to so direct the Trustee with respect to such action) responding in
writing to the request contained in such notice; provided, however, that
Noteholders representing at least 66-2/3% of the outstanding principal balance
of the Notes as of the time such notice is sent to Noteholders must have
responded to such notice from the Trustee. In addition, the Trustee shall not
have any liability to any Noteholder with respect to any action taken pursuant
to such notice if the Noteholder does not respond to such notice within the time
period set forth in such Notice.

         SECTION 12.10 NO SUBSTANTIVE REVIEW OF COMPLIANCE DOCUMENTS.


         Other than as specifically set forth in this Agreement, any reports,
information or other documents provided to the Trustee are for purposes only of
enabling the sending party to comply with its document delivery requirements
hereunder and the Trustee's receipt of any such information shall not constitute
constructive or actual notice of any information contained therein or
determinable from any information contained therein, including the Issuer's or
the Servicer's compliance with any of its covenants, representations or
warranties hereunder.


                                      -98-

<PAGE>   106

         SECTION 12.11 TRADING OF NOTES.


         The Servicer shall, to the extent practicable and in an effort to
reduce the likelihood of classification of the Trust as "publicly traded
partnership" (within the meaning of Code Section 7704(b)), assuming that the
Trust were classified as a partnership for federal or state income tax purposes
and not solely as a security device for such purposes, take all steps necessary
to prevent the trading of Notes on an "established securities market" (within
the meaning of United States Treasury Regulations Section 1.7704-1(b)) or other
trading of Notes that is comparable, economically, to trading on an "established
securities market."



                   (BALANCE OF PAGE INTENTIONALLY LEFT BLANK)



                                      -99-

<PAGE>   107

         IN WITNESS WHEREOF, the parties have caused this Indenture and
Servicing Agreement to be duly executed by their respective officers as of the
day and year first above written.



                                     MIDLAND RECEIVABLES 99-1 CORPORATION, 
                                     as Issuer


                                     By:_____________________________________
                                     Name:     Gregory Meredith
                                     Title:    Secretary





                                     MIDLAND CREDIT MANAGEMENT, INC., as 
                                     Servicer


                                     By: _____________________________________
                                     Name:     Gregory Meredith
                                     Title:    Secretary






                                     NORWEST BANK MINNESOTA,
                                       NATIONAL ASSOCIATION,
                                       not in its individual capacity, but
                                       solely as Trustee and as Backup Servicer


                                     By: _____________________________________
                                     Name:     Casey P. Kelly
                                     Title:    Corporate Trust Officer




                                     ASSET GUARANTY INSURANCE COMPANY


                                     By: _____________________________________
                                     Name:     Scott L. Mangan
                                     Title:    Vice President


                                     -100-

<PAGE>   108

                                    EXHIBIT I



<TABLE>
<CAPTION>
    COLLECTION PERIOD ENDING ON           NET CUMULATIVE COLLECTIONS
    THE LAST CALENDAR DAY OF:
<S>                                       <C>
              Mar-00                             $   7,264,607
              June-00                            $  14,808,422
              Sept-00                            $  21,531,428
              Dec-00                             $  27,742,861
              Mar-01                             $  33,201,653
              June-01                            $  37,541,901
              Sept-01                            $  40,962,997
              Dec-01                             $  44,029,587
              Mar-02                             $  46,972,444
              June-02                            $  49,506,348
              Sept-02                            $  51,661,463
              Dec-02                             $  53,697,596
              Mar-03                             $  55,526,462
</TABLE>



                                     -101-



<PAGE>   1
                                                                    EXHIBIT 10.4


                                                                 [FINAL VERSION]


                      INSURANCE AND REIMBURSEMENT AGREEMENT

         THIS INSURANCE AND REIMBURSEMENT AGREEMENT (the "Insurance Agreement")
is made as of December 14, 1999 among Asset Guaranty Insurance Company, a stock
insurance company incorporated in the State of New York, as note insurer
("AGIC"), Midland Receivables 99-1 Corporation, as issuer (the "Issuer"),
Midland Credit Management, Inc., individually ("Midland") and as servicer
(together with its successors and assigns in such capacity, including without
limitation the backup servicer and any successor servicer appointed pursuant to
the Indenture (as defined below), the "Servicer"), and Norwest Bank Minnesota,
National Association (individually "Norwest"), as trustee (together with its
successors and assigns, in such capacity, the "Trustee") and as backup servicer
(in such capacity, the "Backup Servicer").


                             PRELIMINARY STATEMENTS

         The Issuer is the issuer of the Midland Receivables-Backed Notes,
Series 1999-1 (the "Notes") for which a security interest in collateral
consisting of all of the Issuer's right, title and interest in, to and under a
pool of receivables, including, among other types of receivables, consumer loan
receivables generated on credit card accounts,
 and installment accounts and
certain other assets and rights (the "Trust Estate") has been granted to the
Trustee for the benefit of the holders of the Notes and AGIC. Such receivables
and related assets were assigned to the Issuer pursuant to a Receivables Sale
Agreement, dated as of December 14, 1999 between Midland Funding 98-A
Corporation (the "Seller"), as seller and the Issuer, as purchaser (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the "Receivables Sale Agreement").

         The Issuer has granted the security interest in the Trust Estate to
secure repayment of the Notes (and other related amounts) to the Trustee for the
benefit of the holders of the Notes and AGIC pursuant to the Indenture and
Servicing Agreement, dated as of December 14, 1999, among the Issuer, the
Servicer, AGIC and Norwest, as Trustee and as Backup Servicer (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the
"Indenture"); and

         The Notes have been sold to the "Purchasers" parties to that certain
Note Purchase Agreement, dated as of December 14, 1999, among such Purchasers
and the Issuer (as the same may be amended, restated, supplemented and otherwise
modified from time to time, the "Purchase Agreement"); and

         AGIC is authorized to transact a financial guaranty insurance business
in the State of New York and has agreed, subject to the terms and conditions of
this Insurance Agreement, to issue to the Trustee, for the benefit of the
holders of the Notes, a financial guaranty insurance policy substantially in the
form of Exhibit A hereto (the "Policy"); and


<PAGE>   2

         The parties hereto, among other things, desire to specify (i) the
conditions precedent to the issuance by AGIC of the Policy, (ii) the obligations
of the Issuer, the Servicer, the Backup Servicer and Midland, as applicable, to
make payments in respect of premiums, reimbursement obligations and other
amounts relating to the Policy, and (iii) certain other obligations in respect
of the issuance of the Policy, and to provide for certain other matters related
thereto.

         NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, AGIC, the Issuer, the Servicer, Midland, the Trustee and the
Backup Servicer agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01 General Definitions. The terms defined in this Article I
shall have the meanings provided herein for all purposes of this Insurance
Agreement, unless the context clearly requires otherwise, in both singular and
plural form, as appropriate. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Indenture.

         "Affiliate" means, as to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" or
"controlled" have meanings correlative to the foregoing.

         "AGIC" has the meaning assigned to such term in the Preliminary
Statements above.

         "AGIC Information" has the meaning given to such term under the
Indemnification Agreement.

         "Backup Servicer" has the meaning assigned to such term in the
Preliminary Statements above.

         "Closing Date" means December 14, 1999.

         "GAAP" means generally accepted accounting principles in effect from
time to time in the United States of America.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Indemnification Agreement" means the Indemnification Agreement, dated
as of December 14, 1999, among AGIC, the Issuer, the Placement Agent and
Midland.


                                        2

<PAGE>   3

         "Indenture" has the meaning assigned to such term in the Preliminary
Statements above.

         "Insurance Agreement" has the meaning assigned to such term in the
Preliminary Statements above.

         "Issuer" has the meaning assigned to such term in the Preliminary
Statements above.

         "Midland" has the meaning assigned to such term in the Preliminary
Statements above.

         "Notes" has the meaning assigned to such term in the Preliminary
Statements above.

         "Person" means an individual, a partnership, a corporation, a limited
liability company, a business trust, a joint stock company, a trust, an
unincorporated association, a joint venture, a Governmental Authority or other
entity of whatever nature.

         "Placement Agent" means Rothschild Inc.

         "Placement Agent Agreement" means the Placement Agent Agreement dated
as of December 1, 1999, among the Issuer, Midland and the Placement Agent.

         "Placement Agent Information" means the information relating to the
Placement Agent in the Private Placement Memorandum.

         "Policy" has the meaning assigned to such term in the Preliminary
Statements above.

         "Premium" means the premium payable by the Issuer pursuant to the
Premium Letter.

         "Premium Letter" means the letter agreement between AGIC and the
Issuer, dated as of the Closing Date, setting forth the payment arrangement for
the premiums in respect of the Policy, and certain other fees, related expenses
and other related matters.

         "Premium Rate" has the meaning assigned to such term in the Premium
Letter.

         "Prime Rate" means the fluctuating rate of interest as published from
time to time in the New York, New York edition of The Wall Street Journal, under
the caption "Money Rates" as the "prime rate", the "Prime Rate" to change when
and as such published prime rate changes.

         "Private Placement Memorandum" means the final Private Placement
Memorandum dated December 14, 1999, relating to the offering of the Notes.

         "Purchase Agreement" has the meaning assigned to such term in the
Preliminary Statements above.

         "Purchaser" has the meaning assigned to such term in the Preliminary
Statements above.

         "Rating Agency" means Standard & Poor's Rating Services, a division of
McGraw-Hill Companies, Inc.


                                       3

<PAGE>   4

         "Receivables Sale Agreement" has the meaning assigned to such term in
the Preliminary Statements above.

         "Schedule of Receivables" means the schedule of receivables delivered
to the Trustee by the Issuer in connection with the Indenture.

         "Seller" has the meaning assigned to such term in the Preliminary
Statements above.

         "Servicer" has the meaning assigned to such term in the Preliminary
Statements above.

         "Trust Estate" has the meaning assigned to such term in the Preliminary
Statements above.

         "Trustee" has the meaning assigned to such term in the Preliminary
Statements above.

         Section 1.02. Generic Terms. All words used herein shall be construed
to be of such gender or number as the circumstances require. The words "herein,"
"hereby," "hereof," "hereto," "hereinbefore" and "hereinafter," and words of
similar import, refer to this Insurance Agreement in its entirety and not to any
particular paragraph, clause or other subdivision, unless otherwise specified.


                                       4

<PAGE>   5

                                   ARTICLE II


                          THE POLICY AND REIMBURSEMENT

         Section 2.01. Policy. AGIC agrees, subject to the satisfaction of the
conditions hereinafter set forth on or prior to the Closing Date, to issue the
Policy on the Closing Date.

         Section 2.02. Conditions Precedent. The obligation of AGIC to issue the
Policy is subject to the satisfaction of the following conditions on or prior to
the Closing Date:

         (a) The following documents shall have been duly authorized, executed
and delivered by each of the parties thereto (other than AGIC) and shall be in
full force and effect and in form and substance satisfactory to AGIC, in the
exercise of AGIC's sole discretion, and an executed counterpart of each thereof
shall have been delivered to AGIC:

                  (i)      this Insurance Agreement;

                  (ii)     the Indenture, including the Schedule of Receivables;

                  (iii)    the Purchase Agreement;

                  (iv)     the Receivables Sale Agreement, including the
                           Schedule of Receivables thereto;

                  (v)      the Placement Agent Agreement;

                  (vi)     the Indemnification Agreement; and

                  (vii)    the Premium Letter

(items (i) through (vii) being, collectively, the "Transaction Documents").

         (b)      AGIC shall have received:

                  (i) copies certified by the Secretary or an Assistant
         Secretary of each of the Issuer and Midland, dated the Closing Date, of
         its certificate of incorporation and by-laws and the resolutions of its
         Board of Directors, as the case may be, or a duly authorized committee
         thereof authorizing its execution and delivery of the Transaction
         Documents and of all documents evidencing other corporate or company
         action and governmental approvals, if any, that are necessary for the
         consummation of the transactions contemplated in such documents;

                  (ii) a certificate, dated the Closing Date, of the secretary
         or an assistant secretary of each of the Issuer, the Trustee, the
         Backup Servicer and Midland certifying the names and true signatures of
         its officers authorized to sign such Transaction Documents to which it
         is a party;


                                       5

<PAGE>   6

                  (iii) a certificate, dated the Closing Date, of a Responsible
         Officer of each of the Issuer and Midland certifying to the effect of
         the representation and warranty set forth in Section 3.01(e) hereof;

                  (iv) each of the opinions, letters and certificates described
         in the closing checklist attached hereto as Exhibit B (other than any
         such opinion, letter or certificate required to be issued or delivered
         by AGIC or an agent or employee thereof), in each case (1) dated the
         Closing Date, (2) in full force and effect at the time of delivery
         thereof, (3) in form and substance satisfactory to AGIC in the exercise
         of its sole discretion, and (4) covering such matters as AGIC shall
         require in the exercise of its sole discretion;

                  (v) evidence that one or more UCC financing statements
         covering the security interest of the Trustee created by or pursuant to
         the Indenture in the Trust Estate and the other property and rights
         which the Trustee is granted in the Indenture and the proceeds thereof
         has been executed by the Issuer in favor of the Trustee, and has been
         duly filed in such place or places which, in the opinion of counsel for
         the Issuer, Midland and AGIC, are necessary or desirable to perfect
         such interest;

                  (vi) [Reserved];

                  (vii) evidence that one or more UCC financing statements
         covering the ownership interest of the Issuer in the Receivables and
         the other related assets assigned pursuant to the Receivables Sale
         Agreement has been executed by the Seller in favor of the Issuer, and
         assigned to the Trustee, and has been duly filed in such place or
         places which, in the opinion of counsel for the Issuer, the Seller and
         AGIC, are necessary or desirable to perfect such interest;

                  (viii) evidence that each of the Collection Account, the
         Reserve Account, and the Note Payment Account have been established in
         accordance with the terms and conditions of the Indenture;

                  (ix) certified copies of documents, certificates, instruments,
         approvals or executed copies thereof that relate to the transactions as
         contemplated by the Transaction Documents as AGIC may reasonably
         request; and

                  (x) a specimen Note.

         (c) (i) No statute, rule, regulation or order shall have been enacted,
entered or deemed applicable by any government or governmental or administrative
agency or court which would make the transactions contemplated by the
Transaction Documents illegal or otherwise prevent the consummation thereof,
(ii) no material omission or change of fact shall have occurred or come to the
attention of any of Midland, the Issuer, the Trustee, the Placement Agent or
AGIC that would cause information or documents heretofore supplied to AGIC to be
untrue or misleading, (iii) no other material change or omission shall have
occurred or come to the attention of any of Midland, the Issuer, the Trustee,
the Placement Agent or AGIC that would entitle the Placement Agent to decline to
place the Notes, and (iv) no material adverse change shall have occurred in the
security for the Notes since the date of the Purchase Agreement.


                                       6

<PAGE>   7

         (d) No suit, action or other proceeding, investigation, or injunction
or final judgment relating thereto, shall be threatened or pending before any
court or governmental agency in which it is sought to restrain or prohibit or
obtain damages or other relief in connection with the consummation of the
Transactions, and no investigation that might result in any such suit, action or
proceeding shall be pending or threatened.

         (e) AGIC shall have received an executed copy of all legal opinions,
certificates, accountant's reports and other documents required to be furnished
by the Issuer, the Servicer, the Backup Servicer, the Trustee and Midland
pursuant to any of the Transaction Documents or pursuant to the requirements of
the Rating Agency (if any). Such documents shall be in form and substance
satisfactory to AGIC in the exercise of its sole discretion and each such legal
opinion or certificate shall be addressed to AGIC, or accompanied by appropriate
reliance letters to AGIC.

         (f) There shall be on deposit in the Reserve Account a sum of not less
than $1,515,000 in immediately available funds.

         (g) Simultaneously with the issuance of the Policy, the Notes shall
have been duly executed and authenticated and delivered to the relevant
Purchaser pursuant to the Purchase Agreement.

         (h) All fees and expenses payable hereunder or pursuant to the Premium
Letter to AGIC on or prior to the Closing Date shall have been paid in full by
Midland or the Issuer.

         Section 2.03. Premium Letter. AGIC shall be entitled to receive the
Premium payable under the Premium Letter on each Payment Date, and the timely
payment or other performance of all other obligations set forth in the Premium
Letter, in each case in accordance with the terms and conditions of the Premium
Letter.

         Section 2.04. Reimbursement Obligations. (a) In consideration of the
issuance of the Policy by AGIC, AGIC shall be entitled to reimbursement by the
Issuer from the Trust Estate, pursuant to the terms hereof and the Indenture,
for any payment made under the Policy, which reimbursement shall be due and
payable to AGIC on the date that any amount is to be paid pursuant to a Notice
for Payment (as defined in the Policy). Such reimbursement shall be made in
accordance with the terms hereof and of the Indenture, in an amount equal to the
sum of all amounts paid or previously paid that remain unpaid under the Policy,
together with interest on any and all amounts remaining unpaid (to the extent
permitted by law, if in respect of any unpaid amounts representing interest)
from the date such amounts became due until paid in full (after as well as
before judgment), at a rate of interest equal to the Prime Rate from time to
time in effect plus 1.0%.

         (b) Anything in Section 2.04(a) to the contrary notwithstanding, AGIC
shall be entitled to reimbursement (to the extent such reimbursement and related
interest has not previously been paid by payment to AGIC from the Trust Estate)
from (i) the Issuer, for payments made under the Policy arising as a result of
the Issuer's failure to make any payment or deposit with respect to a Receivable
required to be made pursuant to either of Sections 2.05 or 7.02 of the
Indenture, together with interest on any and all such amounts remaining unpaid
(to 


                                       7

<PAGE>   8

the extent permitted by law, if in respect of any unpaid amounts representing
interest) from the date such amounts became due until paid in full (after as
well as before judgment), at a rate of interest equal to the Prime Rate from
time to time in effect plus 1.0%, and (ii) the Servicer, for payments made under
the Policy arising as a result of the Servicer's failure to make any deposit,
including without limitation, a deposit required to be made pursuant to Section
3.04 of the Indenture, together with interest on any and all such amounts
remaining unpaid (to the extent permitted by law, if in respect of any unpaid
amounts representing interest) from the date such amounts became due until paid
in full (after as well as before judgment), at a rate of interest equal to the
Prime Rate from time to time in effect plus 1.0%.

         (c) Interest payable to AGIC under this Insurance Agreement shall be
calculated on the basis of a 360-day year for the actual number of days elapsed
and with respect to amounts payable pursuant to Sections 2.03 or 2.04(a) or (b)
shall be payable in accordance with the Indenture, or to the extent payable
pursuant to any other section herein, on demand.

         Section 2.05. Assignment and Other Rights upon Payments under the
Policy. (a) In consideration of the issuance of the Policy by AGIC, in the case
of any payment made by or on behalf of AGIC under the Policy, in addition to and
not by way of limitation of, any of the rights and remedies of AGIC hereunder or
under the Indenture with respect to such payment, each of the Issuer and the
Servicer hereby acknowledges and consents to the assignment by the Trustee, on
behalf of the Noteholders, to AGIC in accordance with the terms of the relevant
Notice for Payment (as such term is defined in the Policy):

                  (i) the rights of the Noteholders with respect to the Notes
         and the Trust Estate, to the extent of any such payment under the
         Policy; and

                  (ii) the rights of the Trustee and each Noteholder in the
         conduct of any Insolvency Proceeding relating to any Preference Event,
         including, without limitation, all rights of any party to an adversary
         proceeding or action with respect to any court order issued in
         connection with any such Insolvency Proceeding.

                  (b) The rights and remedies of AGIC described in clause (a)
above are in addition to, and not in limitation of, rights of subrogation and
other rights and remedies otherwise available to AGIC in respect of payments
under the Policy. The Trustee shall take such action and deliver such
instruments as may be reasonably requested or required by AGIC to effectuate the
purpose or provisions of this Section 2.05.

         Section 2.06. Subrogation; Further Assurances. (a) The interests,
rights and remedies of AGIC described in Article II above are in addition to,
and not in lieu of, AGIC's equitable rights of subrogation, and AGIC reserves
all of such rights. Each of the Issuer and the Servicer agrees to take, or cause
to be taken, all actions deemed desirable by AGIC to preserve, enforce, perfect
or maintain the perfection in AGIC's favor of such interests, rights and
remedies and such equitable rights of subrogation.

                  (b) For the avoidance of doubt, the parties hereto acknowledge
and agree that the receipt of any payment under the Policy shall not constitute
(x) a reduction of any unpaid 


                                       8

<PAGE>   9

amounts of principal or interest of Notes outstanding under the Indenture or (y)
otherwise discharge any other obligations whatsoever of the Issuer or the
Servicer under the Indenture.

                  (c) Each of the Issuer and the Servicer agrees to promptly and
duly take, execute, acknowledge and deliver such further acts, documents,
instruments and assurances as AGIC may from time to time reasonably request to
more effectively evidence any rights to assignment or subrogation under this
Article II, and to protect and perfect all of AGIC's other rights as against the
Issuer and the Servicer, as the case may be.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         Section 3.01. Representations and Warranties of the Issuer, the
Servicer and Midland. Each of the Issuer and Midland both in its individual
capacity and as Servicer, represents and warrants to AGIC, severally and not
jointly, as of the Closing Date that:

         (a) It has the power and authority to execute and deliver each of the
Transaction Documents and all other documents and agreements contemplated hereby
and thereby to which it is a party, as well as to carry out the terms hereof and
thereof.

         (b) It has taken all necessary action, including but not limited to all
requisite corporate action, to authorize the execution, delivery and performance
of the Transaction Documents and all other documents and agreements contemplated
hereby and thereby to which it is a party. When executed and delivered by it,
each of the Transaction Documents to which it is a party will constitute its
legal, valid and binding obligation enforceable in accordance with its terms
subject, as to enforcement, to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors rights in general, and except as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity) and, except to the extent that rights
to indemnification and contribution may be unenforceable as against public
policy.

         (c) All authorizations, licenses, permits, certificates, franchises,
consents, approvals and undertakings which are required to be obtained by it
under any applicable law (including, without limitation, state securities or
"blue sky" laws) which are material to (i) the conduct of its business, (ii) the
ownership, use, operation or maintenance of its properties, (iii) the execution,
delivery and performance by it of its obligations to AGIC and the Noteholders
under or in connection with the Transaction Documents and (iv) the distribution
of the Notes, and the issuance of the Policy have been received, and all such
authorizations, licenses, permits, certificates, franchises, consents, approvals
and undertakings are in full force and effect.

         (d) Its execution, issuance, delivery of, and performance of its
obligations under the Transaction Documents and any and all instruments or
documents required to be executed or delivered pursuant to or in connection
herewith or therewith were and are within its corporate 


                                       9

<PAGE>   10

powers and will not violate any provision of any law, regulation, decree or
governmental authorization applicable to it, or its certificate of incorporation
or by-laws, and will not violate or cause a default under any material provision
of any material contract, agreement, mortgage, indenture or other undertaking to
which it is a party or which is binding upon it or any of its property or
assets, and will not result in the imposition or creation of any lien, charge,
or encumbrance upon any of its properties or assets pursuant to the provisions
of any such contract, agreement, mortgage, indenture or undertaking, other than
as specifically set forth in any of the Transaction Documents.

         (e) Its execution and delivery of the Transaction Documents and the
consummation of the transactions contemplated by such agreements were not made
(i) in contemplation of its insolvency, (ii) with the intent to hinder, delay or
defraud the Issuer, the Servicer, the Seller, Midland or any creditor of the
Issuer, the Servicer, the Seller or Midland or (iii) after the commission of any
act of insolvency by the Issuer, the Servicer, the Seller or Midland or (iv)
without fair consideration. It is not possessed of assets or capital
unreasonably small in value in relation to and after giving effect to (a) the
Seller's transfer to the Issuer under the Receivables Sale Agreement, (b) the
Issuer's grant of a security interest in the Trust Estate and other assets to
the Trustee under the Indenture and (c) the consummation of the other
transactions contemplated by the aforementioned agreements. It is not insolvent
at the time of, and will not be rendered insolvent by virtue of, such transfers
and transactions. By consummating the transactions contemplated by the
aforementioned agreements, it does not intend to, and does not believe that it
will, incur debts beyond its ability to pay such debts as they become due.

         (f) There are no legal, governmental or regulatory proceedings or
investigations pending to which it is a party or of which any of its property is
the subject, which if determined adversely to any of them would individually or
in the aggregate have a material adverse effect on its performance of the
Transaction Documents or the consummation of the transactions contemplated
hereunder or thereunder; and to the best of its knowledge, no such proceedings
or investigations are threatened or contemplated by Governmental Authorities or
threatened or contemplated by others.

         (g) Each of the representations and warranties, as applicable, made by
it in each of the Transaction Documents are true and correct in all material
respects as of the date made or deemed made.

         (h) Each of the Issuer, the Servicer and Midland, severally and not
jointly, represents and warrants that, as of the Closing Date, neither the
Private Placement Memorandum nor any amendment thereof or supplement thereto
(other than the AGIC Information and the Placement Agent Information) contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


                                   ARTICLE IV

                                    COVENANTS


                                       10

<PAGE>   11

         Section 4.01. Covenants of Midland individually and as Servicer.
Midland, individually and as Servicer, hereby covenants and agrees that during
the term of this Insurance Agreement:

         (a) It shall not terminate (except in accordance with the terms
thereof), amend, waive or otherwise modify the provisions of the Transaction
Documents or any term or provision thereof, or the performance of any of the
terms of any of the foregoing.

         (b) It shall furnish to AGIC a copy of each material certificate,
report, statement, notice or other written communication furnished by or on
behalf of it, to any of the Noteholders, the Trustee or the Rating Agency
concurrently therewith, and furnish to AGIC promptly after receipt thereof, a
copy of each notice, demand or other communication received by it from any of
the Noteholders, the Trustee or the Rating Agency, in each case with respect to
any of the Notes or the Transaction Documents.

         (c) It shall not fail to own 100% of the issued and outstanding shares
of capital stock of the Issuer and the Seller.

         (d) It shall comply with each of the covenants, as applicable, made by
it in each of the Transaction Documents.

         Section 4.02. Affirmative Covenants of the Issuer. The Issuer hereby
covenants and agrees that during the term of this Insurance Agreement:

         (a) It will furnish to AGIC the following financial information
regarding the Issuer:

                  (i) as soon as available, but in any event within 90 days
         after the end of each fiscal year, a copy of its balance sheets as at
         the end of such year and the related statements of income and retained
         earnings and of cash flows for such year, setting forth in each case in
         comparative form the figures for the previous year, reported on by
         Ernst & Young or other independent certified public accountants of
         nationally recognized standing;

                  (ii) as soon as available, but in any event not later than 45
         days after the end of each quarterly period of each of its fiscal
         years, a copy of its unaudited balance sheet as at the end of such
         quarter and the related unaudited statements of income and retained
         earnings and of cash flows for such period and the portion of the
         fiscal year through the end of such period, setting forth in each case
         in comparative form the figures for the previous year, certified by an
         authorized officer of the Servicer as being fairly stated in all
         respects when considered in relation to its financial statements
         (subject to normal year-end audit adjustments); and

                  (iii) From time to time, such other financial data relating to
         the Receivables as AGIC shall reasonably request;

all such financial statements to be complete and correct in all material
respects and to be prepared in detail and in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods.


                                       11

<PAGE>   12

         (b) It shall include in any offering document for the Notes only
information concerning AGIC that is supplied or consented to in writing by AGIC
expressly for inclusion therein.

         (c) It shall provide to AGIC such other information as AGIC may
reasonably require.

         (d) It shall comply with each of the covenants made by it in each of
the Transaction Documents.

         Section 4.03. Negative Covenants of the Issuer. The Issuer hereby
covenants and agrees that during the term of this Insurance Agreement:

         (a) It shall not engage at any time in any business or business
activity other than such activities expressly set forth in its certificate of
incorporation delivered to AGIC on or prior to the Closing Date.

         (b) It shall not consent to amend its certificate of incorporation or
by-laws without the prior written consent of AGIC.

         (c) It shall not, without the prior written consent of AGIC,
consolidate with or merge into any other entity or convey, transfer or lease its
properties and assets substantially as an entirety to any entity, or permit any
entity to merge into the Issuer or convey, transfer or lease its properties and
assets substantially as an entirety to the Issuer;

         (d) It shall not:

                  (i) Fail to do all things necessary to maintain its existence
         separate and apart from Midland and any other Person, including,
         without limitation, holding regular meetings of its shareholders and
         Board of Directors and maintaining appropriate company books and
         records (including a current minute book);

                  (ii) Suffer any limitation on the authority of its own
         officers and directors to conduct its business and affairs in
         accordance with their independent business judgment or authorize or
         suffer any Person other than its own officers and directors to act on
         its behalf with respect to matters (other than matters customarily
         delegated to others under powers of attorney) for which a
         corporations's own officers and directors would customarily be
         responsible;

                  (iii) Fail to (A) maintain or cause to be maintained by an
         agent of the Issuer under the Issuer's control physical possession of
         all its books and records, (B) maintain capitalization reasonably
         adequate for the conduct of its business, (C) account for and manage
         all its liabilities separately from those of any other Person,
         including payment by it of all payroll, administrative expenses and
         taxes, if any, from its own assets, (D) segregate and identify
         separately all of its assets from those of any other Person as provided
         in the Indenture, (E) to the extent any such payments are made, pay its
         employees, officers and agents for services performed for the Issuer or
         (F) maintain a separately identifiable office space (which space may be
         located in the office building of Midland or an Affiliate);


                                       12

<PAGE>   13

                  (iv) Except as may be provided in the Indenture (or similar
         agreements relating to other securitizations pursuant to which the
         Issuer has similar rights and obligations to those set forth in the
         Transaction Documents) commingle its funds with those of Midland or any
         Affiliate thereof or use its funds for other than the Issuer's uses; or

                  (v) Fail to adhere to each of the factual assumptions
         concerning entity separateness made by Squire, Sanders and Dempsey
         L.L.P., counsel for the Issuer in its legal opinion concerning
         non-consolidation delivered under Section 2.02(b)(iv) hereunder;

         (e) It shall not include in any offering document for the Notes any
information concerning AGIC other than information that is supplied or consented
to in writing by AGIC expressly for inclusion therein.


                                    ARTICLE V

                               FURTHER AGREEMENTS

         Section 5.01. Obligations Absolute. The obligations of the Issuer, the
Servicer and Midland pursuant to this Insurance Agreement are absolute and
unconditional and will be paid or performed strictly in accordance with the
respective terms hereof, irrespective of:

         (a) any lack of validity or enforceability of, or any amendment or
other modifications of, or waiver with respect to, the Indenture, the Policy or
the Indemnification Agreement;

         (b) any amendment or waiver of, or consent to departure from the
Indenture, the Policy or the Indemnification Agreement;

         (c) the existence of any claim, set off, defense or other rights it may
have at any time against the Trustee, any beneficiary or any transferee of the
Policy (or any persons or entities for whom the Trustee, any such beneficiary or
any such transferee may be acting), AGIC or any other person or entity whether
in connection with the Policy, the Transaction Documents or any unrelated
transactions;

         (d) any statement or any other document presented under the Policy
(including any Notice for Payment) proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect whatsoever;

         (e) the inaccuracy or alleged inaccuracy of any Monthly Servicer Report
or Notice for Payment upon which any drawing under the Policy is based;

         (f) payment by AGIC under the Policy against presentation of a draft or
certificate which does not comply with the terms of the relevant Policy,
provided that such payment shall not have constituted gross negligence or
willful misconduct of AGIC;


                                       13

<PAGE>   14

         (g) the bankruptcy or insolvency of AGIC, the Issuer, any other party
or the Trust Estate;

         (h) any default or alleged default of AGIC under the Policy (other than
any payment default by AGIC under the Policy);

         (i) any defense based upon the failure of the Issuer or the Trust
Estate to receive all or part of the proceeds of the sale of the Notes or of the
Servicer to receive any or all of the servicing fee or other compensation
required under the Indenture or otherwise, or any nonapplication or
misapplication of the proceeds of any drawing upon the Policy; and

         (j) any other circumstance or happening whatsoever, provided that the
same shall not have constituted gross negligence or willful misconduct of AGIC.

         Section 5.02. Reinsurance. AGIC shall have the right to give
participation in its rights under this Insurance Agreement and to enter into
contracts of reinsurance with respect to the Policy, provided that AGIC agrees
that any such disposition will not alter or affect in any way whatsoever AGIC's
direct obligations hereunder and under the Policy, and provided further that any
reinsurer or participant will not have any rights against the Trust Estate, the
Issuer, the Servicer, Midland, any Noteholders, or the Trustee and that the
Trust Estate, the Issuer, the Servicer, Midland, the Noteholders, or the Trustee
shall have no obligation to have any communication or relationship whatsoever
with any reinsurer or participate in order to enforce the obligations of AGIC
hereunder and under the Policy. None of the Issuer, the Servicer or Midland may
assign its obligations under this Insurance Agreement without the prior written
consent of AGIC, such consent not to be unreasonably withheld.

         Section 5.03. Liability of AGIC. Each of the Issuer, the Servicer and
Midland agree that neither AGIC, nor any of its officers, directors or employees
shall be liable or responsible for (except to the extent of its own gross
negligence or willful misconduct): (a) the use which may be made of the Policy
by or for any acts or omissions of another Person in connection therewith or (b)
the validity, sufficiency, accuracy or genuineness of any documents delivered to
AGIC, or of any endorsement(s) thereon, even if such documents should in fact
prove to be in any or all respects invalid, insufficient, fraudulent or forged.
In furtherance and not in limitation of the foregoing, AGIC may accept documents
that appear on their face to be in order, without responsibility for further
investigation.

         Section 5.04. Successor Servicer. Any Successor Servicer, including the
Backup Servicer, by accepting its appointment pursuant to the Indenture, (a)
shall agree to be bound by the terms, covenants and conditions contained herein
applicable to the Servicer and subject to the duties and obligations of the
Servicer hereunder (other than the covenants set forth in Sections 4.01(a) and
(c)), (b) as of the date of its acceptance, shall be deemed to have made with
respect to itself the representations and warranties made by the Servicer in
this Insurance Agreement to the extent applicable (other than the
representations and warranties set forth in Sections 3.01(c)(iv), (e) and (h)),
and (c) shall agree to indemnify and hold harmless AGIC from and against any and
all claims, damages, losses, liabilities, costs or expenses whatsoever which
AGIC may incur (or which may be claimed against AGIC) by reason of the
negligence or willful misconduct of the Successor Servicer in exercising its
powers and carrying out its obligations as 


                                       14

<PAGE>   15

Servicer under the Indenture. No such appointment shall make the successor
Servicer responsible with respect to any liabilities of the outgoing Servicer
incurred prior to such appointment or for any acts, omissions or
misrepresentations of such outgoing Servicer.

         Section 5.05. Fees and Expenses. (a) The Issuer agrees to pay all
reasonable costs and expenses (including, without limitation, reasonable fees
and expenses of legal counsel and accountants) incurred by AGIC in connection
with the negotiation, preparation, execution and delivery of the Private
Placement Memorandum, the Transaction Documents and all other documents,
instruments and agreements delivered with respect thereto, and all Rating Agency
fees incurred by AGIC in connection with the initial issuance of the Notes, in
all cases in accordance with the terms of, and subject to the limitations set
forth in, the Premium Letter. AGIC's attorney's fees and expenses incurred in
connection with the negotiation, preparation, execution and delivery of the
Private Placement Memorandum, the Transaction Documents and all other documents,
instruments and agreements delivered with respect thereto shall be payable (i)
on the Closing Date upon the presentation of an invoice for any such fees, costs
and expenses and (ii) at any time thereafter, promptly upon presentation of an
invoice for any such fees, costs and expenses.

         (b) Midland agrees to pay all reasonable costs and expenses (including,
without limitation, reasonable fees and expenses of legal counsel and
accountants) incurred by AGIC in connection with the amendment, modification,
waiver or any similar action and/or the enforcement against the Issuer, the
Servicer or Midland, as the case may be, of AGIC's rights against any of them
under this Insurance Agreement, the Policy, the Indenture, the Indemnification
Agreement or any of the other Transaction Documents.


                                   ARTICLE VI

                                    REMEDIES

         Section 6.01. Remedies. Upon the occurrence of an Event of Default or a
Servicer Default under the Indenture, AGIC shall have the rights and remedies
available to the "Note Insurer" under the Indenture.


                                  ARTICLE VII

                            MISCELLANEOUS PROVISIONS

         Section 7.01. Amendments, Etc. No amendment or waiver of any provision
of this Insurance Agreement, nor consent to any departure therefrom, shall in
any event be effective unless in writing and signed by all of the parties
hereto, with written notice thereof to the Rating Agency; provided that any
waiver so granted shall extend only to the specific event of occurrence so
waived and not to any other similar event or occurrence which occurs subsequent
to the date of such waiver.


                                       15

<PAGE>   16

         Section 7.02. Notices. Except to the extent otherwise expressly
provided herein, all notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (and if sent by mail,
certified or registered, return receipt requested) or facsimile transmission
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given or made when delivered by hand, or three (3) Business Days after
being deposited in the mail, postage prepaid, or, in the case of facsimile
transmission, when sent, addressed as follows or to such other address or
facsimile number as set forth in a written notice delivered by a party to each
other party hereto:

         If to Midland or the Servicer:

         Midland Credit Management, Inc.
         500 West First Street
         Hutchinson, Kansas 67504
         Attention:  Gregory C. Meridith, Secretary
         Telephone: (800) 759-0327
         Facsimile:   (316) 663-1123

         With a copy to:
         Squire, Sanders & Dempsey L.L.P.
         Two Renaissance Square
         40 North Central Avenue, Suite 2700
         Phoenix, Arizona  85004
         Attention: Timothy Moser
         Telephone:  (602) 744-6222
         Facsimile:    (602) 253-8129

         If to the Issuer:

         Midland Receivables 99-1 Corporation
         3219 Inverness Road
         Hutchinson, Kansas 67502
         Attention:  Secretary

         With a copy to:
         Squire, Sanders & Dempsey L.L.P.
         Two Renaissance Square
         40 North Central Avenue, Suite 2700
         Phoenix, Arizona  85004
         Attention: Timothy Moser
         Telephone:  (602) 744-6222
         Facsimile:    (602) 253-8129

         If to AGIC:

         Asset Guaranty Insurance Company
         335 Madison Avenue
         New York, NY  10017


                                       16

<PAGE>   17

         Attention:  Chief Risk Officer
         Telephone:  (212) 983-5859
         Facsimile:   (212) 682-5377

         If to the Backup Servicer:

         Norwest Bank Minnesota, National Association
         Sixth Street and Marquette Avenue,
         MAC N9311-161
         Minneapolis, Minnesota 55479
         Attention: Corporate Trust Services/Asset-Backed Administration
         Telephone:  (612) 667-8058
         Facsimile:   (612) 667-3539

         Section 7.03. No Waiver; Remedies and Severability. No failure on the
part of AGIC to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law. The parties further agree that the holding by any
court of competent jurisdiction that any remedy pursued by AGIC hereunder is
unavailable or unenforceable shall not affect in any way the ability of AGIC to
pursue any other remedy available to it. In the event any provision of this
Insurance Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, the parties hereto agree that such holding shall not
invalidate or render unenforceable any other provision hereof.

         Section 7.04. Payments. (a) All payments to AGIC hereunder shall be
made in lawful currency of the United States and in immediately available funds
and except for payments required to be made pursuant to Sections 2.04 hereof,
shall be made prior to 2:00 p.m. (New York City time) on the date such payment
is due by wire transfer to:

                                    Chase Manhattan Bank
                                    ABA#:
                                    Account #:
                                    Credit: Asset Guaranty Insurance Company
                                    Re:  Policy No.: FANI-0207-00014-NY

or to such other office or account as AGIC may direct. Payments received by AGIC
after 2:00 p.m. (New York City time) shall be deemed to have been received on
the next succeeding Business Day, and such extension of time shall be included
in computing interest, commissions or fees, if any, in connection with such
payment.

         (b) Whenever any payment under this Insurance Agreement shall be stated
to be due on a day which is not a Business Day, such payment shall be made on
the next succeeding Business Day, and such extension of time shall in such cases
be included in computing interest, commissions or fees, if any, in connection
with such payment.

         (c) Unless otherwise specified herein, AGIC shall be entitled to
interest on all amounts owed to AGIC under this Insurance Agreement, together
with interest on any and all amounts 


                                       17

<PAGE>   18

remaining unpaid (to the extent permitted by law, if in respect of any unpaid
amounts representing interest) from the date such amounts become due until paid
in full (after as well as before judgment), at a rate of interest equal to the
Prime Rate from time to time in effect plus 1.0%.

         SECTION 7.05. GOVERNING LAW AND JURY TRIAL WAIVER. THIS INSURANCE
AGREEMENT SHALL BE CONSTRUED, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INSURANCE
AGREEMENT, THE POLICY OR ANY TRANSACTION CONTEMPLATED HEREBY, THEREBY OR BY THE
INDENTURE AND FOR ANY COUNTERCLAIM THEREIN.

         Section 7.06. Counterparts. This Insurance Agreement may be executed in
counterparts by the parties hereto, and each such counterpart shall be
considered an original and all such counterparts shall constitute one and the
same instrument.

         Section 7.07. Paragraph Headings, Etc. The headings of paragraphs
contained in this Insurance Agreement are provided for convenience only. They
form in no part of this Insurance Agreement and shall not affect its
construction or interpretation.

         Section 7.08. No Petition. None of Midland, the Servicer, the Backup
Servicer or AGIC will institute against, or join any other Person in instituting
against, the Issuer or the Trust Estate any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding under any
federal or state bankruptcy or similar law, for one year and one day after
satisfaction of all of the Issuer's payment obligations under the Notes, the
Premium Letter and the Reimbursement Obligations. The provisions of this Section
7.08 shall survive the termination of this Insurance Agreement.



                                          [Insurance Agreement - signature page]

         IN WITNESS WHEREOF, the parties hereto have executed this Insurance
Agreement, all as of the day and year first above mentioned.

                                   ASSET GUARANTY INSURANCE COMPANY


                                            By: ________________________________
                                            Name:
                                            Title:


                                       18

<PAGE>   19

                                   MIDLAND RECEIVABLES 99-1 CORPORATION


                                            By: ________________________________
                                            Name:
                                            Title:


                                   MIDLAND CREDIT MANAGEMENT, INC.,
                                       individually and as Servicer


                                            By: ________________________________
                                            Name:
                                            Title:


                                   NORWEST BANK MINNESOTA, NATIONAL
                                   ASSOCIATION, not in its individual capacity,
                                   but solely as Trustee and as Backup Servicer


                                            By: ________________________________
                                            Name:
                                            Title:


                                       19




<PAGE>   1
                                                                   Exhibit 10.5


                               FIRST AMENDMENT TO
                        INDENTURE AND SERVICING AGREEMENT
                (MIDLAND RECEIVABLES-BACKED NOTES, SERIES 1999-1)


      This FIRST AMENDMENT TO INDENTURE AND SERVICING AGREEMENT, dated as of
September 22, 2000 (this "Amendment"), is executed by and among MIDLAND
RECEIVABLES 99-1 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"), PFL LIFE INSURANCE COMPANY, LIFE INVESTORS
INSURANCE COMPANY OF AMERICA, RELIANCE STANDARD LIFE INSURANCE COMPANY AND N M
ROTHSCHILD & SONS (AUSTRALIA) LIMITED (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 December
14, 1999 (as amended, supplemented or otherwise modified, the "Indenture and
Servicing Agreement") relating to the Midland Receivables-Backed Notes, Series
1999-1; 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 definitions:

                  "Bankrupt Sale Net Proceeds" means the portion of Net Proceeds
                  arising from the sale of Bankrupt Sales Receivables pursuant
                  to Section 3.13(a).


                                       1

<PAGE>   2


            (b) 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.

            (c) 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
                  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.

            (d) 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


                                       2

<PAGE>   3


                  computing the Servicing Fee or the cumulative amount of Net
                  Proceeds for purposes of Section 9.01(h) and Exhibit 9.01(h).

            (e) Section 1.01 is amended by replacing the current definition of
      "Note Rate" with the following definition:


                  "Note Rate" means 10% per annum, calculated on the basis of a
                  360-day year consisting of twelve (12) 30-day months.

            (f) 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.

            (g) 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 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 Issuer, 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.

            (h) 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.

            (i) 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


                                       3

<PAGE>   4


                  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." The Servicer
                  shall also receive as a "Servicing Fee" $20,000 from the
                  proceeds of the first sale of Receivables pursuant to Section
                  3.13(a) occurring after September 22, 2000.

            (j) 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.

            (k) 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, and (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.

            (l) 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.

            (m) Section 3.03(a)(iv) is amended by deleting the provision in its
      entirety and replacing it with the following provision:


                                       4

<PAGE>   5


                  (iv) 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.

            (n) Section 3.03(b) is amended by deleting the current provision in
      its entirety and replacing it with the following provision:

                  (b) 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.

            (o) 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)

            (p) Article III is amended by deleting the current Section 3.13 and
      replacing it with the following:

                  (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


                                       5

<PAGE>   6


                  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.

      Exhibit 3.13(a) and Exhibit 3.13(b) to the Amendment are hereby deemed
      attached to the Indenture.

            (q) 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-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.

            (r) Section 4.02 is amended by deleting the first sentence in its
      entirety and replacing it with the following sentence:

                  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.


                                       6

<PAGE>   7


            (s) 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.

            (t) 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 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.

            (u) Section 4.04(b)(ii) is amended by deleting the current 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);


                                       7

<PAGE>   8


            (v) 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
                  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.

            (w) Section 8.07(b) is amended by deleting the current provision in
      its entirety and replacing it with the following provision:

                  (b) Outside Parties. Servicer will not engage outside parties
                  for the collection of Receivables on any basis except
                  Permitted Third Parties.

            (x) Section 9.01(f) is amended by deleting the current provision in
      its entirety and replacing it with the following provision:

                  (f) 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(f) attached
                  hereto for the applicable period;

      Exhibit 9.01(f) attached to this Amendment is hereby deemed attached to
the Indenture.

            (y) Section 9.01(h) is amended by deleting the current section in
      its entirety and replacing it with the following provision:

                  (h) commencing with the January 2001 Collection Period, and at
                  the end of each Collection Period thereafter, both (i) the
                  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(h) for such period of three Collection Periods,
                  and (ii) the cumulative amount of Net 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(h)
                  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.


                                       8

<PAGE>   9


      Exhibit 9.01(h) attached to this Amendment is hereby deemed attached to
the Indenture.

            (z) Section 9.01(m) is amended by deleting the current provision in
      its entirety and replacing it with the following provision:

                  (m) the Servicer fails to have at any time at least $2,000,000
                  of Liquidity; or

            (aa) 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 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.

            (bb) 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.

            (bb) 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 $10,000.00 in payment of
      services rendered in representing the Noteholders in connection with this
      Amendment.


                                       9

<PAGE>   10


            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)(x)(E), Section 4.05(b)
            and Section 4.05(d) (collectively, the "99-1 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 March 31, 1999, among Midland Funding 98-A
            Corporation, as "Issuer" ("Funding 98-A"); Wells Fargo Minnesota
            Bank 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-A Indenture") provided that if at such time all amounts payable
            under the 99-A Indenture and the "Transaction Documents" related
            thereto, as defined in the 99-A 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-A 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-A 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 the 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 to the terms of the First Amendment hereto, dated as
            of September 22, 2000; and (ii) the similar cross-assignment by
            Funding 99-A in that certain Third Amendment to Indenture and
            Servicing Agreement regarding the 99-A Indenture of even date
            therewith, and further agrees that the "Trustee" under the 99-A
            Indenture and the "Note Insurer" thereunder are entitled to enforce
            the Issuer's rights to have the Trustee make the cross-assignment of
            funds to the "Trustee" of the 99-A 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;


                                       10

<PAGE>   11


            (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. 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 and the Note Insurer
                  shall have received counterparts of this Amendment, duly
                  executed by the parties hereto; and

            (b)   the Trustee shall have furnished the Rating Agency and the
                  Placement Agent with written notification of the substance of
                  this Amendment.

            SECTION 5. 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 6. 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 7. 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.


                                       11

<PAGE>   12


            SECTION 8. 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 9. 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 10. 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 11. 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 12. 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 13. 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 this Amendment.


                                       12

<PAGE>   13


                   (BALANCE OF PAGE INTENTIONALLY LEFT BLANK)



                                       13

<PAGE>   14


            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 RECEIVABLE 99-1 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: ________________________________________



                                PFL LIFE INSURANCE COMPANY

                                By: ___________________________________________
                                Name: _________________________________________
                                Title: ________________________________________



                                LIFE INVESTORS INSURANCE COMPANY OF AMERICA

                                By: ___________________________________________
                                Name: _________________________________________
                                Title: ________________________________________


                                       14

<PAGE>   15


                                RELIANCE STANDARD LIFE INSURANCE COMPANY

                                By: ___________________________________________
                                    Louis C. Lucido, Chief Investment Officer



                                N M ROTHSCHILD & SONS (AUSTRALIA) LIMITED

                                By: ___________________________________________
                                    Bruce R. Arnold, Head of Debt Capital
                                    Markets


                                       15

<PAGE>   16


                                    EXHIBIT A


                             MONTHLY SERVICER REPORT


                                   [ATTACHED]


<PAGE>   17

                           MONTHLY SERVICER REPORT OF
                         MIDLAND CREDIT MANAGEMENT, INC.
                                       FOR
                        MIDLAND RECEIVABLES-BACKED NOTES
                                  SERIES 1999-1

      Pursuant to the Indenture and Servicing Agreement, dated as of January 18,
2000 (the "Indenture and Servicing Agreement"), among Midland Receivables 99-1
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 Midland
Receivables-Backed Notes, Series 1999-1. 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 Funds 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 at end of Current Month                                      $
                                                                                               --------------

           Earnings on Note Payment Account during the period                                $
                                                                                               --------------

           Reserve Account at end of Current 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                              $
                                                                                               --------------
</TABLE>



                                  Page 1 of 6

<PAGE>   18



<TABLE>
<S>                                                                                          <C>
B.    TRUSTEE FEE:

      (i)  the total Trustee Fee accrued with respect to the current Payment
           Date - computed on ending note balance of
           preceding Payment Date                                                            $
                                                                                               --------------

      (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                                    $
                                                                                               --------------

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,
      Calculate the amount of Transition Fees owed                                           $
                                                                                               --------------
</TABLE>



                                  Page 2 of 6

<PAGE>   19



<TABLE>
<S>                                                                                          <C>
D.    BACKUP SERVICER FEE:

      (i)  the total Backup Servicer Fee accrued with respect to the current
           Payment Date computed on ending note balance of
           preceding Payment Date                                                            $
                                                                                               --------------

      (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                                    $
                                                                                               --------------

E.    INTEREST DISTRIBUTABLE AMOUNT:

      (i)  Interest Distributable Amount for the current Payment Date
           computed on note balance on last day of immediately
           preceding Collection Period                                                       $
                                                                                               --------------

      (ii) the total Interest Carryover Shortfall with respect to
           Prior Payment Date                                                                $
                                                                                               --------------

      (iii) the total Interest Distributable Amount and Interest
            Carryover Shortfall from (i) and (ii) to be paid on 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 amount required form the Note Insurer to
           pay (iii) due to deficiencies in the Reserve Account
           and Available Funds                                                               $
                                                                                               --------------

      (vi) 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
                                                                                               --------------
</TABLE>



                                  Page 3 of 6

<PAGE>   20



<TABLE>
<S>                                                                                          <C>
F.    NOTE INSURER PAYMENTS:

      (i)  Note Insurer Base Premium accrued with respect to the current
           Payment Date computed on Average Daily Balance                                    $
                                                                                               --------------

      (ii) the total Note Insurer Obligations payable on
           the current Payment Date (if any)                                                 $
                                                                                               --------------

      (iii)the total amount of all Note Insurer Premiums and
           Note Insurer Obligations from (i) and (ii) to be paid on
           the next Payment Date                                                             $
                                                                                               --------------

      (iv) the total amount of accrued and unpaid Note Insurer Base
           Premium(s) and Note Insurer Obligations to be carried
           forward to the next Payment Date                                                  $
                                                                                               --------------

      (v)  Cumulative Note Insurer Additional Premium accrued
           and unpaid with respect to the prior Payment Date
           computed on Average Daily Balance                                                 $
                                                                                               --------------

      (vi) Cumulative Note Insurer Additional Premium accrued
           and unpaid with respect to the current Payment Date
           computed on Average Daily Balance                                                 $
                                                                                               --------------

      (vii)Remaining Available Funds plus Reserve Account                                    $
                                                                                               --------------
</TABLE>


G.    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)
                           ------



<TABLE>
<S>                                                                                          <C>
H.    NOTE BALANCE PAYMENT:


      (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:                                $
                                                                                               --------------



I.    NOTE BALANCE AFTER PRINCIPAL PAYMENT                                                   $
                                                                                               --------------
</TABLE>



                                  Page 4 of 6

<PAGE>   21



<TABLE>
<S>                                                                                          <C>
J.    RESERVE ACCOUNT:


      (i)  Beginning Balance of Reserve Account                                              $
                                                                                               --------------

      (ii) Earnings on Reserve Account for current month                                     $
                                                                                               --------------

      (iii)Deposit by Issuer of Cumulative Collections Deficiency                            $
                                                                                               --------------

      (iv) the total Reserve Fund Reimbursement Amount due for                               $
                                                                                               --------------
           the current Payment Date -- Payable to Issuer

      (v)  the Ending Balance of the Reserve Account after                                   $
                                                                                               --------------
           payment to Issuer



K.    CUMULATIVE COLLECTIONS & LIQUIDITY


      (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>   22


                         MIDLAND CREDIT MANAGEMENT, INC.




                                 BY:_______________________________
Date_____________________        Vice President



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


                                   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>
           Last day of preceding Collection Period, Note Balance
           Preceding Payment Date Ending Note Balance
           Average Daily Balance of Preceding Collection Period

           Monthly Note Rate, Interest Distributable                                             0.80250000%
           Monthly rate, Trustee Fee                                                             0.00416667%
           Note insurer base premium rate, monthly                                               0.06250000%
           Note insurer additional premium rate, monthly                                         0.27083333%
           Monthly rate, Backup Servicer                                                         0.01541667%
</TABLE>



                                  Page 6 of 6

<PAGE>   23


                                 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 _______________________.


                                      -2-

<PAGE>   24


            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].


                                      -3-

<PAGE>   25


                                 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 December 14, 1999, as amended,
supplemented or otherwise modified (the "Indenture"), among Servicer, MIDLAND
RECEIVABLE 99-1 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: _____________________________


                                      -4-

<PAGE>   26


                                 EXHIBIT 9.01(f)


                                 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>



                                      -5-

<PAGE>   27


                                 EXHIBIT 9.01(h)

                           CUMULATIVE NET COLLECTIONS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------
 COLLECTION PERIOD        AMOUNT       3-MONTH CUMULATIVE    TOTAL COLLECTIONS
                                           COLLECTIONS
------------------------------------------------------------------------------
<S>                     <C>                <C>                    <C>
    January 2001        $1,374,180                 --             $ 1,374,180
------------------------------------------------------------------------------
   February 2001        $1,348,830                 --             $ 2,723,010
------------------------------------------------------------------------------
     March 2001         $1,331,734         $4,054,744             $ 4,054,744
------------------------------------------------------------------------------
     April 2001         $1,317,393         $3,997,957             $ 5,372,137
------------------------------------------------------------------------------
      May 2001          $1,308,641         $3,957,768             $ 6,680,778
------------------------------------------------------------------------------
     June 2001          $1,289,438         $3,915,472             $ 7,970,216
------------------------------------------------------------------------------
     July 2001          $1,280,912         $3,878,991             $ 9,251,128
------------------------------------------------------------------------------
    August 2001         $1,266,442         $3,836,792             $10,517,570
------------------------------------------------------------------------------
   September 2001       $1,251,621         $3,798,975             $11,769,191
------------------------------------------------------------------------------
    October 2001        $1,239,954         $3,758,017             $13,009,145
------------------------------------------------------------------------------
   November 2001        $1,227,995         $3,719,570             $14,237,140
------------------------------------------------------------------------------
   December 2001        $1,215,772         $3,683,721             $15,452,912
------------------------------------------------------------------------------
    January 2002        $1,203,190         $3,646,957             $16,656,102
------------------------------------------------------------------------------
   February 2002        $1,190,081         $3,609,043             $17,846,183
------------------------------------------------------------------------------
     March 2002         $1,179,410         $3,572,681             $19,025,593
------------------------------------------------------------------------------
     April 2002         $1,161,907         $3,531,398             $20,187,500
------------------------------------------------------------------------------
      May 2002          $1,137,925         $3,479,242             $21,325,425
------------------------------------------------------------------------------
     June 2002          $1,115,322         $3,415,154             $22,440,747
------------------------------------------------------------------------------
     July 2002          $1,103,914         $3,357,161             $23,544,661
------------------------------------------------------------------------------
    August 2002         $1,113,929         $3,333,165             $24,658,590
------------------------------------------------------------------------------
   September 2002       $1,110,595         $3,328,438             $25,769,185
------------------------------------------------------------------------------
    October 2002        $  549,286         $2,773,810             $26,318,471
------------------------------------------------------------------------------
   November 2002        $  508,388         $2,168,269             $26,826,859
------------------------------------------------------------------------------
   December 2002        $  467,372         $1,525,046             $27,294,231
------------------------------------------------------------------------------
    January 2003        $  426,244         $1,402,004             $27,720,475
------------------------------------------------------------------------------
   February 2003        $  385,010         $1,278,626             $28,105,485
------------------------------------------------------------------------------
     March 2003         $  343,677         $1,154,931             $28,449,162
------------------------------------------------------------------------------
     April 2003         $  302,249         $1,030,936             $28,751,411
------------------------------------------------------------------------------
      May 2003          $  260,733         $  906,659             $29,012,144
------------------------------------------------------------------------------
     June 2003          $  220,480         $  783,462             $29,232,624
------------------------------------------------------------------------------
     July 2003          $  182,908         $  664,121             $29,415,532
------------------------------------------------------------------------------
    August 2003         $  146,771         $  550,159             $29,562,303
------------------------------------------------------------------------------
   September 2003       $  113,848         $  443,527             $29,676,151
------------------------------------------------------------------------------
    October 2003        $   83,006         $  343,625             $29,759,157
------------------------------------------------------------------------------
   November 2003        $   57,239         $  254,093             $29,816,396
------------------------------------------------------------------------------
   December 2003        $   35,187         $  175,432             $29,851,583
------------------------------------------------------------------------------
    January 2004        $   18,561         $  110,987             $29,870,144
------------------------------------------------------------------------------
   February 2004        $    7,176         $   60,924             $29,877,320
------------------------------------------------------------------------------
     March 2004         $      198         $   25,935             $29,877,518
------------------------------------------------------------------------------
     April 2004         $        0         $    7,374             $29,877,518
------------------------------------------------------------------------------
      May 2004          $        0         $      198             $29,877,518
------------------------------------------------------------------------------
</TABLE>



                                      -6-

<PAGE>   28


                           EXHIBIT 9.01(H) (CONTINUED)

                           CUMULATIVE NET COLLECTIONS



<TABLE>
<CAPTION>
------------------------------------------------------------------------------
 COLLECTION PERIOD        AMOUNT       3-MONTH CUMULATIVE  TOTAL COLLECTIONS
                                           COLLECTIONS
------------------------------------------------------------------------------
<S>                     <C>                <C>                    <C>
     June 2004              $0                 $0                 $29,877,518
------------------------------------------------------------------------------
     July 2004              $0                 $0                 $29,877,518
------------------------------------------------------------------------------
    August 2004             $0                 $0                 $29,877,518
------------------------------------------------------------------------------
</TABLE>




                                      -7-




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary income statement information for the nine month
period ended September 30, 2000 and balance sheet information as of September
30, 2000 extracted from the condensed consolidated financial statements included
in the accompanying form 10-Q of MCM Capital Group, Inc. for the nine month
period ended September 30, 2000 and is qualified in its entirety by reference to
such Form 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                           2,714
<SECURITIES>                                    34,973
<RECEIVABLES>                                   30,545
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                          10,628
<DEPRECIATION>                                   2,688
<TOTAL-ASSETS>                                  82,572
<CURRENT-LIABILITIES>                            6,189
<BONDS>                                         58,417
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            76
<OTHER-SE>                                      15,439
<TOTAL-LIABILITY-AND-EQUITY>                    82,572
<SALES>                                              0
<TOTAL-REVENUES>                                28,102
<CGS>                                                0
<TOTAL-COSTS>                                   27,410
<OTHER-EXPENSES>                                 1,437
<LOSS-PROVISION>                                19,500
<INTEREST-EXPENSE>                               6,040
<INCOME-PRETAX>                               (26,285)
<INCOME-TAX>                                     7,464
<INCOME-CONTINUING>                           (18,821)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (18,821)
<EPS-BASIC>                                     (2.55)
<EPS-DILUTED>                                   (2.55)
        

</TABLE>