Preview
25-CV-24-647
Filed in District Court
State of Minnesota
4/12/2024 4:24 AM
EXHIBIT A
BILL OF SALE
Comenity Batik ("Seller"), for value received and pursuant to the terms and
conditions of that certain] Credit Card Account Purchase Agreement dated January 4,
2021 between Seller and Midland Credit Management, inc. ("Purchaser" , its successors
and assigns ("Credit Card Account Purchase Agreement"), herebyl assigns effective as of
the Closing Date of September 23, 2022 all rights, title and interest of Seller in and to
those certaiii Accounts described in the Credit Card Accouiit Purchase Agreement
and Schedule (the "Asset Schedule") attached hereto and made part hereof for all
1
purposes, to Purchaser.
The information contained in the Sale File (collectively, "Seller's Accounts
Information") is true and complete as of the File Creation Date. Further, all of the
information contained in Seller's Accounts Information (a) constitutes Seller's own
business records regarding the Accounts and (b) accurately reflects in all material
respects the information about the Accounts in Seller's possession. All of Sellei"s
Accounts Information has beet} kept in the regulai' course of Seller's business, and was
made or compiled at or near the time of the event and recorded by (or frein information
transmitted by) a person (i) with knowledge of the data entered into and maintained in
Seller's business records, or (ii) who caused the data to be entered into and maintained in
Seller's business records. All capitalized terms used, but not defined, in this Bill of Sale
shall have the meanings assigned to such term in the Credit Card Account Purchase
Agreement
This Bill of Sale is executed without recourse except as stated iii the Credit Card Account
Purchase Agreement to which this is an Exhibit. No other representation of or warranty of
title or enforceability is expressed or implied.
COMENITY BANK Midland Credit Management, Inc.
i (W#47Vi"{O
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far Ufifi/XI/fl it? A
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By: By: Antoni-40
11/30/2022
Date: gag (f (gagig Date:
Title: Chief Credit Officer Title VP of Business Development
Page 1 of 7
25-CV-24-647
Filed in District Court
State of Minnesota
4/12/2024 4:24 AM
SCHEDULE 1 TO BILL OB' SALE
ASSET SCHEDULE
Tlle individual Accounts transferred pursuant to the Credit Card Account Purchase Agreemellt
and Bill of Sale are described in the electronic file named
MCMG_SIGNET_SEPT_2022_LCS_CB.TXT delivered by Comenily Bank to Midland
Credit Management, Inc. on September 19, 2022 and summarized in the table immediately
below (the "Sale File")
# Of Chargedoff
Aggregate Unpaid Balance Percent File Creation Date
Accounts
9/19/2022
Page 2 of 7
25-CV-24-647
Filed in District Court
State of Minnesota
4/12/2024 4:24 AM
EXHIBIT B
CLGSENG STATEMENT
AGREEMENT DATIS: Januarv 4, 2021
SELLER: COMENITY BANK
PURCHASER: Midland Credit Management, 1110.
MCMG SIGNFi'I' SEI'T' 2022 LCS CB.TX1
FILE NUMBER:
NUMBER OF ACCOUNTS:
TOTAL UNPAID BAI.AN(3E:
PURCHASE PRICE
PERCENTAGE:
PURCHA SE Flu CE:
FILE CREATION DATE: September 19, 2022
CLOSI G DATE; September 23, 2022
W IRING INSTRUCTION
Page 3 of 7
25-CV-24-647
Filed in District Court
State of Minnesota
4/12/2024 4:24 AM
PORTFOLIO LEVEL AFFIDAVIT OF SALE BY ORIGINAL CREDITOR
STATE OF: UTAH
COUNTY OF: SALT LAKE
O!) I /0/ / VII/«10513 , Bruce A. Sweeten ("Affiant") being duly sworn, deposes and says:
1 I am (NH 18 and I am the Chief Credit Officer of Comcnity Bank ("Seller"). In that capacityl and as
part or" my regularjob duties, I have custody of certaiii business records of Seller, routinely! review
such business records, and am familiar with Seller's processes for the sale and assignment of accounts
and business records, including those that are maintained in electronic form.
Seller owns certaiti accounts, and maintains and records information in the records as they relate to
such accounts. I am authorized to make the statements and representations set fottlt in this affidavit on
behalf of Seller. The statements set forth herein are true and correct to the best of my knowledge,
information, and belief, based on either personal knowledge or review of the business records of the
Seller. If called upon as a witness, I can testify competently to the facts contained herein.
M)! regular job duties include having knowledge ct", and access to, business records relating to the
Accounts (as defined below). These records are kept by Seller in the regular course of business, and it
was in the regular course of business of Seller, for an employee or' representative with personal
knowledge of the act, event, condition, or opiniort recorded to make memorandum or records or to
transmit information thereof to be included in such memorandum 01' records; and that the records were
made at 01' near the time of the act and/or event recorded or reasonably socm thereafter,
On or about 9/23/2022 Seller sold a pool ot'charged-off accounts (the "Accounts") by a Credit Card
Accouiit Purchase Agreement to Midland Credit Management, Inc. ("Buyer"). The original creditor at
the time of charge-off was Comenity Batik.
Pursuant to the sale, Seller sold, transferred, assigned, conveyed, granted, bargained, set over and
delivered to Buyer and its successors and assigns, good and marketable title to the Accouitts and any
unpaid balance free and eleai' of any encumbrance, equity, lien, pledge, charge, claiin or security
interest. I can not aware of any errors in the Accounts.
In connection with the sale of the Accounts, electronic and other records were transferred to or
otherwise made available to the Buyer (the "Transferred Records"). Tlie Transferred Records have
been kept in the regular course of Seller's business, arid were made or compiled at or near the time of
the event and recorded by (or from information transmitted by) a persoii
(i)with knowledge of the data entered into and maintained in Seller's business records, or (ii) who
caused the data to be entered into and maintained in Seller's business records. To the extent that the
Transferred Records include records that were prepared by a third party, they are records that were
incorporated into the records of Seller as a business record and the accuracy of such records are relied
upon by Seller in the regular course of business.
Page 4 of 7
25-CV-24-647
Filed in District Court
State of Minnesota
4/12/2024 4:24 AM
7. I certify undex~ penalty of perjury that the foregoing is true and correct.
FURTHER AFFIANT SAYETPI NOT.
Signed this [flfia clay of October, 2022.
l/'jn/mm Elm aim;
Bruce A. Sweeten (AFFIAN'I' NANlE)
Comenity Bank
Subscribed and sworn to before me Jennifer Pardue, on this /9i'7,7 (date) day of October, in
the yeai' 2022, by Bruce A. Sweeten, who proved on the b§sis of satisfactory evidence to be the
person whose name is subscribed to in this docuiiieiii7/"'
/
(Notary's Official Seal)
Notary ign
.-
"A
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JENNIFER PAROUE
man
Notary PublCC Stats. of
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i 0mm. No, '35"
Exptru an
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My Com mmm
J 'n 17, 2025
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Page 5 of 7
25-CV-24-647
Filed in District Court
State of Minnesota
4/12/2024 4:24 AM
CERTIFICATE OF CONFORMITY
STATE OF UTAH
COUNTY OF SALT LAKE
The undersigned does hereby certify that she/he is an attorney at layv duly admitted to practice in
the State ofUtah and is a resident of Utah, County ot' Salt Lake, Utah; that she/he is a person
duly qualified to make this certificate of conformity; that the foregoing acknowledgment by
Bruce A. Sweeten named in the foregoing instrument taken before Jennifer Pardue a notary in
the State of Utah duly conforms with the laws of the State of Utah, being the State in which it
was taken; and when executed by Mr. Sweeten in the manner indicated will qualify as a valid
and effective sworn statement in such State,
10/21/2022 .z/t-"jliax
Date Attorney at Law for' the State of Utah
Page 6 of 7
25-CV-24-647
Filed in District Court
State of Minnesota
4/12/2024 4:24 AM
Field Field Data
Account Number
SeIIer Account ID
-)221
1622949027
First Name ETHNAN
Last Name PLATA
SSN _
Date or Birth
Address 1
RED
618AVE WING
City KENYON
State MN
Zip 55946
Open Date 03/01/2021
Last Purchase Date 03/10/2021
Last Purchase Amount $5,330.52
Last Payment Date 01/06/2022
Last Payment Amount $200.00
Sale Amount $5,114.09
Charge Off Date 08/31/2022
Charge off Balance $5,114.09
Post Charge Off Interest $0.00
Post Charge off Fee $0.00
Post Charge off Payments $0.00
Post Charge off Payments and Credits $0.00
Post Charge off Credits $0.00
Affinity KAY JEWELERS
Account information provided by Comenity Bank pursuant to the Bill of Sale/Assignment of
Accounts transferred on or about 09/23/2022 in connection with the saIe of accounts from Comenity
Bank to Midland Credit Management, Inc.
MCMG~SIGNET__SEPT~2022~LCS_CB.TXT
Page 7 of 7
Preview
25-CV-24-647 Filed in District Court State of Minnesota 4/12/2024 4:24 AM EXHIBIT A BILL OF SALE Comenity Batik ("Seller"), for value received and pursuant to the terms and conditions of that certain] Credit Card Account Purchase Agreement dated January 4, 2021 between Seller and Midland Credit Management, inc. ("Purchaser" , its successors and assigns ("Credit Card Account Purchase Agreement"), herebyl assigns effective as of the Closing Date of September 23, 2022 all rights, title and interest of Seller in and to those certaiii Accounts described in the Credit Card Accouiit Purchase Agreement and Schedule (the "Asset Schedule") attached hereto and made part hereof for all 1 purposes, to Purchaser. The information contained in the Sale File (collectively, "Seller's Accounts Information") is true and complete as of the File Creation Date. Further, all of the information contained in Seller's Accounts Information (a) constitutes Seller's own business records regarding the Accounts and (b) accurately reflects in all material respects the information about the Accounts in Seller's possession. All of Sellei"s Accounts Information has beet} kept in the regulai' course of Seller's business, and was made or compiled at or near the time of the event and recorded by (or frein information transmitted by) a person (i) with knowledge of the data entered into and maintained in Seller's business records, or (ii) who caused the data to be entered into and maintained in Seller's business records. All capitalized terms used, but not defined, in this Bill of Sale shall have the meanings assigned to such term in the Credit Card Account Purchase Agreement This Bill of Sale is executed without recourse except as stated iii the Credit Card Account Purchase Agreement to which this is an Exhibit. No other representation of or warranty of title or enforceability is expressed or implied. COMENITY BANK Midland Credit Management, Inc. i (W#47Vi"{O __ far Ufifi/XI/fl it? A f?" By: By: Antoni-40 11/30/2022 Date: gag (f (gagig Date: Title: Chief Credit Officer Title VP of Business Development Page 1 of 7 25-CV-24-647 Filed in District Court State of Minnesota 4/12/2024 4:24 AM SCHEDULE 1 TO BILL OB' SALE ASSET SCHEDULE Tlle individual Accounts transferred pursuant to the Credit Card Account Purchase Agreemellt and Bill of Sale are described in the electronic file named MCMG_SIGNET_SEPT_2022_LCS_CB.TXT delivered by Comenily Bank to Midland Credit Management, Inc. on September 19, 2022 and summarized in the table immediately below (the "Sale File") # Of Chargedoff Aggregate Unpaid Balance Percent File Creation Date Accounts 9/19/2022 Page 2 of 7 25-CV-24-647 Filed in District Court State of Minnesota 4/12/2024 4:24 AM EXHIBIT B CLGSENG STATEMENT AGREEMENT DATIS: Januarv 4, 2021 SELLER: COMENITY BANK PURCHASER: Midland Credit Management, 1110. MCMG SIGNFi'I' SEI'T' 2022 LCS CB.TX1 FILE NUMBER: NUMBER OF ACCOUNTS: TOTAL UNPAID BAI.AN(3E: PURCHASE PRICE PERCENTAGE: PURCHA SE Flu CE: FILE CREATION DATE: September 19, 2022 CLOSI G DATE; September 23, 2022 W IRING INSTRUCTION Page 3 of 7 25-CV-24-647 Filed in District Court State of Minnesota 4/12/2024 4:24 AM PORTFOLIO LEVEL AFFIDAVIT OF SALE BY ORIGINAL CREDITOR STATE OF: UTAH COUNTY OF: SALT LAKE O!) I /0/ / VII/«10513 , Bruce A. Sweeten ("Affiant") being duly sworn, deposes and says: 1 I am (NH 18 and I am the Chief Credit Officer of Comcnity Bank ("Seller"). In that capacityl and as part or" my regularjob duties, I have custody of certaiii business records of Seller, routinely! review such business records, and am familiar with Seller's processes for the sale and assignment of accounts and business records, including those that are maintained in electronic form. Seller owns certaiti accounts, and maintains and records information in the records as they relate to such accounts. I am authorized to make the statements and representations set fottlt in this affidavit on behalf of Seller. The statements set forth herein are true and correct to the best of my knowledge, information, and belief, based on either personal knowledge or review of the business records of the Seller. If called upon as a witness, I can testify competently to the facts contained herein. M)! regular job duties include having knowledge ct", and access to, business records relating to the Accounts (as defined below). These records are kept by Seller in the regular course of business, and it was in the regular course of business of Seller, for an employee or' representative with personal knowledge of the act, event, condition, or opiniort recorded to make memorandum or records or to transmit information thereof to be included in such memorandum 01' records; and that the records were made at 01' near the time of the act and/or event recorded or reasonably socm thereafter, On or about 9/23/2022 Seller sold a pool ot'charged-off accounts (the "Accounts") by a Credit Card Accouiit Purchase Agreement to Midland Credit Management, Inc. ("Buyer"). The original creditor at the time of charge-off was Comenity Batik. Pursuant to the sale, Seller sold, transferred, assigned, conveyed, granted, bargained, set over and delivered to Buyer and its successors and assigns, good and marketable title to the Accouitts and any unpaid balance free and eleai' of any encumbrance, equity, lien, pledge, charge, claiin or security interest. I can not aware of any errors in the Accounts. In connection with the sale of the Accounts, electronic and other records were transferred to or otherwise made available to the Buyer (the "Transferred Records"). Tlie Transferred Records have been kept in the regular course of Seller's business, arid were made or compiled at or near the time of the event and recorded by (or from information transmitted by) a persoii (i)with knowledge of the data entered into and maintained in Seller's business records, or (ii) who caused the data to be entered into and maintained in Seller's business records. To the extent that the Transferred Records include records that were prepared by a third party, they are records that were incorporated into the records of Seller as a business record and the accuracy of such records are relied upon by Seller in the regular course of business. Page 4 of 7 25-CV-24-647 Filed in District Court State of Minnesota 4/12/2024 4:24 AM 7. I certify undex~ penalty of perjury that the foregoing is true and correct. FURTHER AFFIANT SAYETPI NOT. Signed this [flfia clay of October, 2022. l/'jn/mm Elm aim; Bruce A. Sweeten (AFFIAN'I' NANlE) Comenity Bank Subscribed and sworn to before me Jennifer Pardue, on this /9i'7,7 (date) day of October, in the yeai' 2022, by Bruce A. Sweeten, who proved on the b§sis of satisfactory evidence to be the person whose name is subscribed to in this docuiiieiii7/"' / (Notary's Official Seal) Notary ign .- "A I JENNIFER PAROUE man Notary PublCC Stats. of - p 1 i 0mm. No, '35" Exptru an D My Com mmm J 'n 17, 2025 w Page 5 of 7 25-CV-24-647 Filed in District Court State of Minnesota 4/12/2024 4:24 AM CERTIFICATE OF CONFORMITY STATE OF UTAH COUNTY OF SALT LAKE The undersigned does hereby certify that she/he is an attorney at layv duly admitted to practice in the State ofUtah and is a resident of Utah, County ot' Salt Lake, Utah; that she/he is a person duly qualified to make this certificate of conformity; that the foregoing acknowledgment by Bruce A. Sweeten named in the foregoing instrument taken before Jennifer Pardue a notary in the State of Utah duly conforms with the laws of the State of Utah, being the State in which it was taken; and when executed by Mr. Sweeten in the manner indicated will qualify as a valid and effective sworn statement in such State, 10/21/2022 .z/t-"jliax Date Attorney at Law for' the State of Utah Page 6 of 7 25-CV-24-647 Filed in District Court State of Minnesota 4/12/2024 4:24 AM Field Field Data Account Number SeIIer Account ID -)221 1622949027 First Name ETHNAN Last Name PLATA SSN _ Date or Birth Address 1 RED 618AVE WING City KENYON State MN Zip 55946 Open Date 03/01/2021 Last Purchase Date 03/10/2021 Last Purchase Amount $5,330.52 Last Payment Date 01/06/2022 Last Payment Amount $200.00 Sale Amount $5,114.09 Charge Off Date 08/31/2022 Charge off Balance $5,114.09 Post Charge Off Interest $0.00 Post Charge off Fee $0.00 Post Charge off Payments $0.00 Post Charge off Payments and Credits $0.00 Post Charge off Credits $0.00 Affinity KAY JEWELERS Account information provided by Comenity Bank pursuant to the Bill of Sale/Assignment of Accounts transferred on or about 09/23/2022 in connection with the saIe of accounts from Comenity Bank to Midland Credit Management, Inc. MCMG~SIGNET__SEPT~2022~LCS_CB.TXT Page 7 of 7