EXHIBIT 10.1
JOINDER AND SECOND AMENDMENT
TO
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This Joinder and Second Amendment to the Fourth Amended and Restated Loan and Security Agreement (this “Amendment”) is made as of March 29, 2013, among Regional Management Corp., Regional Finance Corporation of South Carolina, Regional Finance Corporation of Georgia, Regional Finance Corporation of Texas, Regional Finance Corporation of North Carolina, Regional Finance Corporation of Alabama, Regional Finance Corporation of Tennessee, Regional Finance Company of New Mexico, LLC, Regional Finance Company of Oklahoma, LLC, Regional Finance Company of Missouri, LLC, Regional Finance Company of Georgia, LLC, RMC Financial Services of Florida, LLC, Regional Finance Company of Louisiana, LLC and Regional Finance Company of Mississippi, LLC (each individually a “Borrower” and collectively the “Borrowers”), the financial institutions listed therein (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”) and Bank of America, N.A. as agent for the Lenders (in its capacity as agent, the “Agent”).
RECITALS
WHEREAS, the Borrowers (other than Regional Finance Company of Georgia, LLC, RMC Financial Services of Florida, LLC, Regional Finance Company of Louisiana, LLC and Regional Finance Company of Mississippi, LLC), Lenders and Agent are parties to that certain Fourth Amended and Restated Loan and Security Agreement dated as of January 18, 2012 and amended on July 31, 2012 (as may be further amended, restated, modified, substituted, extended, or renewed from time to time, and together with all of its exhibits, schedules and attachments thereto, collectively the “Agreement” or the “Loan Agreement”);
WHEREAS, the Borrowers acknowledge that as of the close of business on March 21, 2013, there is currently outstanding the aggregate principal amount of $274,349,053.38 under the revolving credit facility.
WHEREAS, the Borrowers have requested that the Lenders modify certain provisions of the Agreement and the Lenders are willing to do so on the terms and conditions as hereinafter set forth, including but not limited to the conditions that Regional Finance Company of Georgia, LLC, RMC Financial Services of Florida, LLC, Regional Finance Company of Louisiana, LLC and Regional Finance Company of Mississippi, LLC (collectively, the “Additional Borrowers”) become a party to the Loan Agreement, each as a Borrower.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
| 1. | The Borrowers, Lenders and Agent agree that the Recitals above are a part of this Amendment. Unless otherwise expressly defined in this Amendment, terms defined in the Loan Agreement shall have the same meaning under this Amendment. |
| 2. | The Borrowers represent and warrant to the Lenders as follows: |
(a) Each Borrower is a corporation or limited liability company, as applicable, and is duly organized and validly existing in good standing under the laws of the state in which it is incorporated or organized, as applicable.
(b) Each Borrower has the power and authority to execute and deliver this Amendment and perform its obligations hereunder and has taken all necessary and appropriate corporate or limited liability company, as applicable, action to authorize the execution, delivery and performance of this Amendment.
(c) The Loan Agreement, as amended by this Amendment, the Fourth Amended and Restated Pledge Agreement (as previously amended by that certain First Amendment to Fourth Amended and Restated Pledge Agreement dated October 29, 2012 and that certain Second Amendment to Fourth Amended and Restated Pledge Agreement dated of even date herewith) and each of the other Loan Documents are each hereby ratified, remain in full force and effect, and each constitutes the valid and legally binding obligation of each Borrower, enforceable in accordance with its terms.
(d) All of the Borrowers’ representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct on and as of the date of the Borrowers’ execution of this Amendment.
(e) No Event of Default and no event which, with notice, lapse of time or both would constitute an Event of Default have occurred and are continuing under the Loan Agreement or the other Loan Documents.
| 3. | The Loan Agreement is hereby amended as follows: |
| (a) | Section 1.1 of the Agreement is hereby amended by deleting the definition of “Borrower” and “Borrowers” and replacing it with the following: |
“Borrower” and “Borrowers” shall mean Regional Management Corp., Regional Finance Corporation of South Carolina, Regional Finance Corporation of Georgia, Regional Finance Corporation of Texas, Regional Finance Corporation of North Carolina, Regional Finance Corporation of Alabama, Regional Finance Corporation of Tennessee, Regional Finance Company of New Mexico, LLC, Regional Finance Company of Missouri, LLC, Regional Finance Company of Oklahoma, LLC, Regional Finance Company of Georgia, LLC, RMC Financial Services of Florida, LLC, Regional Finance Company of Louisiana, LLC and Regional Finance Company of Mississippi, LLC (each individually a “Borrower” and collectively the “Borrowers”)
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| (b) | Section 1.1 of the Agreement is hereby amended by deleting subsection (c) of the definition of “Collateral” and replacing it with the following: |
“(c) all Goods, Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, General Intangibles, Instruments, Investment Property, Letter of Credit Rights, Letters of Credit and money, and all oil and gas and other minerals before extraction, of any Borrower in which any Lender receives a security interest or which thereafter come into any Lender’s possession, custody, or control (each defined term listed above and not otherwise defined herein shall have the meaning ascribed to such term in the Uniform Commercial Code in any such relevant jurisdiction);”
| (c) | The Schedules of the Agreement are hereby deleted in their entirety and replaced with the Schedules attached hereto. |
| 4. | This Amendment shall become effective when and only when (a) this Amendment shall be executed and delivered by each Borrower, the Agent and the Required Lenders, (b) the Agent shall have received a certificate of the Secretary of each Borrower as to (x) resolutions of its board of directors, or applicable governing body, then in full force and effect authorizing the execution, delivery and performance of this Amendment and (y) the incumbency signatures of those of its officers authorized to act with respect to this Amendment, (c) the Agent shall have received an executed Reaffirmation from the Guarantors, (d) the Agent shall have received executed each of the Notes and the Pledge, as amended and restated and (e) the Agent shall have received such additional closing documents as it shall reasonably specify in connection with the transactions contemplated hereby. |
| 5. | The Borrowers hereby issue, ratify and confirm the representations, warranties and covenants contained in the Loan Agreement, as amended hereby and each of the other Loan Documents given by the Borrowers in favor of the Lenders. The Borrowers agree that this Amendment is not intended to and shall not cause a novation with respect to any or all of the Obligations. Without limiting the generality of the foregoing, the Additional Borrowers hereby grants to the Agent, for the benefit of the Agent and the Lenders, a continuing security interest, lien on, assignment of and right of setoff against, all Collateral of the Additional Borrowers, whether now owned or hereafter acquired or arising, regardless of where located to secure the Obligations (as defined in the Loan Agreement). |
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| 6. | In consideration of Regional Finance Company of Georgia, LLC, RMC Financial Services of Florida, LLC, Regional Finance Company of Louisiana, LLC and Regional Finance Company of Mississippi, LLC becoming Borrowers under the Loan Agreement, the Borrowers and the Lenders hereby consent to and the Agent hereby acknowledges pursuant to Section 11.1(i) of the Loan Agreement the termination of (i) that certain Security Agreement dated on or about October 29, 2012 between Regional Finance Company of Louisiana, LLC and the Agent, (ii) that certain Security Agreement dated as of October 29, 2012 between Regional Finance Company of Mississippi, LLC and the Agent, (iii) that certain Guaranty dated on or about October 29, 2012 between Regional Finance Company of Louisiana, LLC and the Agent and (iv) that certain Guaranty dated as of October 29, 2012 between Regional Finance Company of Mississippi, LLC and the Agent. Notwithstanding the foregoing by signing this Amendment Regional Finance Company of Mississippi, LLC and Regional Finance Company of Louisiana, LLC shall become Borrowers under the Loan Agreement and their obligations with respect to Section 4 of the Loan Agreement shall be in full force and effect. |
| 7. | The Borrowers acknowledge and warrant that the Lenders have acted in good faith and have conducted itself in a commercially reasonable manner in its relationships with the Borrowers in connection with this Amendment and generally in connection with the Loan Agreement and the Obligations, the Borrowers hereby waiving and releasing any claims to the contrary. |
| 8. | The Borrowers shall pay at the time this Amendment is executed (or as otherwise provided for in this Agreement) and delivered all fees, commissions, costs, charges, taxes and other expenses incurred by the Lenders and their counsel in connection with this Amendment, including, but not limited to, reasonable fees and expenses of the Lenders’ counsel and all recording fees, taxes and charges. |
| 9. | This Amendment is one of the Loan Documents. This Amendment may be executed in any number of duplicate originals or counterparts, each of such duplicate originals or counterparts shall be deemed to be an original and taken together shall constitute but one and the same instrument. The parties agree that their respective signatures may be delivered by fax or PDF (via email). Any party who chooses to deliver its signature by fax or PDF (via email) agrees to provide a counterpart of this Amendment with its inked signature promptly to each other party. |
| 10. | PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, THIS AMENDMENT, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS). |
| 11. | EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, ACTION OR OTHER PROCEEDING ARISING UNDER OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. |
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.
BORROWERS
REGIONAL MANAGEMENT CORP.
REGIONAL FINANCE CORPORATION OF SOUTH CAROLINA
REGIONAL FINANCE CORPORATION OF GEORGIA
REGIONAL FINANCE CORPORATION OF TEXAS
REGIONAL FINANCE CORPORATION OF NORTH CAROLINA
REGIONAL FINANCE CORPORATION OF ALABAMA
REGIONAL FINANCE CORPORATION OF TENNESSEE
REGIONAL FINANCE COMPANY OF OKLAHOMA, LLC
REGIONAL FINANCE COMPANY OF NEW MEXICO, LLC
REGIONAL FINANCE COMPANY OF MISSOURI, LLC
REGIONAL FINANCE COMPANY OF GEORGIA, LLC
REGIONAL FINANCE COMPANY OF MISSISSIPPI, LLC
REGIONAL FINANCE COMPANY OF LOUISIANA, LLC
RMC FINANCIAL SERVICES OF FLORIDA, LLC
| By: | /s/ Donald E. Thomas | |
| Name: Donald E. Thomas | ||
Title: Executive Vice President and Chief Financial Officer of each of the above-listed corporations and Executive Vice President and Chief Financial Officer of each of the above-listed limited liability companies
AGENT
BANK OF AMERICA, N.A.,
as Agent
| By: | /s/ Bruce Jenks | |
Name: Bruce Jenks Title: Vice President | ||
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LENDERS
BANK OF AMERICA, N.A.,
as a Lender and Letter of Credit Issuer
| By: | /s/ Bruce Jenks |
| Name: | Bruce Jenks | |
| Title: | Vice President |
Commitment = $100,000,000.00
BMO HARRIS FINANCING, INC.,
as a Lender
| By: | /s/ Michael S. Cameli |
| Name: | Michael S. Cameli | |
| Title: | Director |
Commitment = $44,000,000.00
FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
as a Lender
| By: | /s/ Daniel McCarthy |
| Name: | Daniel McCarthy | |
| Title: | Vice President |
Commitment = $35,000,000.00
CAPITAL ONE, N.A.,
as a Lender
| By: |
| Name: | ||
| Title: |
Commitment = $44,000,000.00
TEXAS CAPITAL BANK, N.A.
as a Lender
| By: | /s/ Stephanie Hopkins |
| Name: | Stephanie Hopkins | |
| Title: | Senior Vice President |
Commitment = $22,000,000.00
WELLS FARGO BANK, NATIONAL ASSOCIATION
as a Lender
| By: | /s/ Nolan K. Stribe |
| Name: | Nolan K. Stribe | |
| Title: | Vice President |
Commitment = $80,000,000.00
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SCHEDULE 4.4
LOCATIONS OF BOOKS AND RECORDS AND COLLATERAL
Location of Records Concerning Collateral
509 West Butler Road, Greenville, South Carolina 29607
Location of Collateral and Places of Business
509 West Butler Road, Greenville, South Carolina 29607, and the following branch locations:
| 815 West Greenwood Street, Suite 3 | Abbeville | SC | 29620 | |||
| 314 Richland Avenue West | Aiken | SC | 29801 | |||
| 458 1st Street SW | Alabaster | AL | 35007 | |||
| 8144 U.S. Highway 431 | Albertville | AL | 35950 | |||
| 792 Commerce Drive, Suite 101 | Alexander City | AL | 35010 | |||
| 2705 North Main Street, Suite C | Anderson | SC | 29621 | |||
| 2705 N. Main Street, Suite G | Anderson | SC | 29621 | |||
| 1310 Quintard Avenue | Anniston | AL | 36201 | |||
| 1215 Anthony Drive, Suite G; PO Box 3225 | Anthony | NM | 88021 | |||
| 1321 Bell Road | Antioch | TN | 37013 | |||
| 583 Brindlee Mountain Pkwy., PO Box 933 | Arab | AL | 35016 | |||
| 840 Secretary Drive | Arlington | TX | 76015 | |||
| 1337 C East Dixie Drive | Asheboro | NC | 27203 | |||
| 473 Hendersonville Road, Suite A | Asheville | NC | 28803 | |||
| 920 Highway 72 E, Brookhill Plaza, PO Box 288 | Athens | AL | 35611 | |||
| 959 Gilbert Ferry Road, SE, Suite M | Attalla | AL | 35954 | |||
| 2140 East University Drive, Suite E | Auburn | AL | 36830 | |||
| 6615 Airport Blvd. | Austin | TX | 78752 | |||
| 719 West William Cannon, Suite 112 | Austin | TX | 78745 | |||
| 1016 La Posada Drive, Suite 270 | Austin | TX | 78752 | |||
| 197 Main Street | Barnwell | SC | 29812 | |||
| 112D West Church Street | Batesburg | SC | 29006 | |||
| 2303 Boundary Street, Suite 3 | Beaufort | SC | 29902 | |||
| 6240 Phelan Blvd. | Beaumont | TX | 77706 | |||
| 218 City Square | Belton | SC | 29627 | |||
| 145 Hwy 15 & 401 Bypass, Suite 7 | Bennettsville | SC | 29512 | |||
| 5031 Ford Parkway, Suite 104 | Bessemer | AL | 35020 | |||
| 1930 Edwards Lake Road, Suite 120 | Birmingham | AL | 35235 | |||
| 981 U.S. Highway 431 South | Boaz | AL | 35957 | |||
| 3906 Hwy 9, Suite C | Boiling Springs | SC | 29316 | |||
| 1135 Volunteer Parkway, Suite 1 | Bristol | TN | 37620 | |||
| 857 E. Washington Street, Suite D | Brownsville | TX | 78520 | |||
| 1710 C, Suite 101 South Texas Avenue | Bryan | TX | 77802 | |||
| 2140 S. Church Street | Burlington | NC | 27215 | |||
| 1047 Broad Street | Camden | SC | 29020 | |||
| 528 Knox Abbott Drive | Cayce | SC | 29033 | |||
| 567 King Street | Charleston | SC | 29403 | |||
| 1300 Savannah Highway, Suite 12 | Charleston | SC | 29407 |
| 9123 Monroe Road, Suite 100 | Charlotte | NC | 28270 | |||
| 7309 East Independence Blvd., Suite 24 | Charlotte | NC | 28227 | |||
| 5210 North Tryon Street, Unit B | Charlotte | NC | 28213 | |||
| 6407 South Blvd., Suite J | Charlotte | NC | 28217 | |||
| 3250 Wilkinson Blvd., Suite H | Charlotte | NC | 28208 | |||
| 5716 Ringgold Road, Unit 106 | Chattanooga | TN | 37412 | |||
| 233 Second Street | Cheraw | SC | 29520 | |||
| 220 Town Mart | Clanton | AL | 35045 | |||
| 891 Keith Street, Suite 6 | Cleveland | TN | 37311 | |||
| 6729 L Two Notch Road | Columbia | SC | 29223 | |||
| 810 Dutch Square Blvd., Suite 102 | Columbia | SC | 29210 | |||
| 7509 Garners Ferry Road, Suite F | Columbia | SC | 29209 | |||
| 6729 Two Notch Road, Unit B | Columbia | SC | 29223 | |||
| 136 Bear Creek Pike, Suite E | Columbia | TN | 38401 | |||
| 3401 W. Davis Street, Suite A1 | Conroe | TX | 77304 | |||
| 302 Main Street | Conway | SC | 29526 | |||
| 516 S. Willow Avenue | Cookeville | TN | 38501 | |||
| 4918 Ayers Road, Ayers Plaza, Suite 136 | Corpus Christi | TX | 78415 | |||
| 126 Crossings Way, Suite 15 | Crossville | TN | 38555 | |||
| 1710 2nd Avenue SW, Suite 5 | Cullman | AL | 35055 | |||
| 3186 Alabama Highway 157 | Cullman | AL | 35058 | |||
| 200 Able Drive, Suite 12 | Dayton | TN | 37321 | |||
| 2699 Sandlin Rd., Suite B-2 | Decatur | AL | 35601 | |||
| 2314 6th Avenue SE, Suite B PO Box 298 (35602) | Decatur | AL | 35601 | |||
| 2400 Veterans Blvd., Suite 10 | Del Rio | TX | 78840 | |||
| 121 Henslee Drive, Suite H | Dickson | TN | 37055 | |||
| 222 East Main Street | Dillon | SC | 29536 | |||
| 3074 Ross Clark Circle, Suite 8 | Dothan | AL | 36301 | |||
| 5410 NC Highway 55, Suite R | Durham | NC | 27713 | |||
| 220 Jefferson Street | Eagle Pass | TX | 78852 | |||
| 6932 Calhoun Memorial Hwy., Suite G | Easley | SC | 29640 | |||
| 710 South Pendleton Street | Easley | SC | 29640 | |||
| 229 Apple Square Plaza | Edgefield | SC | 29824 | |||
| 613 East University Drive | Edinburg | TX | 78539 | |||
| 500 N. Oregon, Suite E | El Paso | TX | 79901 | |||
| 8720 Alameda Avenue, Suite A | El Paso | TX | 79907 | |||
| 3333 N. Yarbrough Drive, Suite V | El Paso | TX | 79925 | |||
| 9861 Dyer Street, Suite 4 | El Paso | TX | 79924 | |||
| 6920 Delta Drive, Suite 2 | El Paso | TX | 79905 | |||
| 1605 George Dieter Drive, Suite 302 | El Paso | TX | 79936 | |||
| 1111 Ireland Drive, Suite 102 | Fayetteville | NC | 28304 | |||
| 2801 Mall Road, Suite 9 | Florence | AL | 35630 | |||
| 163 Cox Creek Parkway | Florence | AL | 35630 | |||
| 355 West Evans Street | Florence | SC | 29501 | |||
| 1222 West Evans Street | Florence | SC | 29501 | |||
| 1123 N. McKenzie Street | Foley | AL | 36535 | |||
| 2308 Gault Avenue North | Fort Payne | AL | 35967 | |||
| 1518 Pennsylvania Avenue | Fort Worth | TX | 76104 |
| 2725 NE 28th Street, Suite 130 | Fort Worth | TX | 76111 | |||
| 449 George Wallace Drive | Gadsden | AL | 35903 | |||
| 515 North Limestone Street | Gaffney | SC | 29340 | |||
| 841 Odum Road, Suite 105 | Gardendale | AL | 35071 | |||
| 3115 South 1st Street, Suite 300 | Garland | TX | 75041 | |||
| 3465 West Walnut Street, Suite 107 | Garland | TX | 75042 | |||
| 1330 Fifth Avenue, Suite 250 | Garner | NC | 27529 | |||
| 2568 West Franklin Blvd. | Gastonia | NC | 28052 | |||
| 808 East Franklin Blvd. | Gastonia | NC | 28054 | |||
| 1113 N. Fraser Street | Georgetown | SC | 29440 | |||
| 134 Saint James Avenue, Suite 6 | Goose Creek | SC | 29445 | |||
| 2080 N. Hwy. 360, Suite 140 | Grand Prairie | TX | 75050 | |||
| 817 W. Pioneer Parkway, Suite 156 | Grand Prairie | TX | 75051 | |||
| 2565 East Andrew Johnson Highway | Greeneville | TN | 37745 | |||
| 3733 B Farmington Drive | Greensboro | NC | 27407 | |||
| 2403 Battleground Avenue, Suite 6 | Greensboro | NC | 27408 | |||
| 631 Willow Lane, Suite K | Greenville | AL | 36037 | |||
| 1414 E. Washington Street, Suite H | Greenville | SC | 29607 | |||
| 1414 E. Washington Street, Suite G | Greenville | SC | 29607 | |||
| 3405 White Horse Road, Suite C | Greenville | SC | 29611 | |||
| 2301 Wade Hampton Blvd., Suite 3 | Greenville | SC | 29615 | |||
| 718A Montague Avenue | Greenwood | SC | 29649 | |||
| 726-A Montague Avenue | Greenwood | SC | 29649 | |||
| 1309 B West Poinsett Street | Greer | SC | 29650 | |||
| 129 Lee Avenue | Hampton | SC | 29924 | |||
| 318 E. Jackson Street | Harlingen | TX | 78550 | |||
| 587 Highway 31 NW, Suite A PO Box 788 | Hartselle | AL | 35640 | |||
| 112 East Carolina Avenue | Hartsville | SC | 29550 | |||
| 475 N. Main Street, Suite D | Hemingway | SC | 29554 | |||
| 512 South Main Street | Hendersonville | NC | 28792 | |||
| 2442-B Hwy. 70 Southeast | Hickory | NC | 28602 | |||
| 2108 N. Centennial Street, Suite 114 | High Point | NC | 27265 | |||
| 3659 Lorna Road, Suite 125 | Hoover | AL | 35216 | |||
| 7100 Regency Square Blvd., Suite 248 | Houston | TX | 77036 | |||
| 1804 Wirt Road | Houston | TX | 77055 | |||
| 5517 Airline Drive, Suite E | Houston | TX | 77076 | |||
| 459 Uvalde Road | Houston | TX | 77015 | |||
| 6003 Bellaire Blvd., Suite G | Houston | TX | 77081 | |||
| 4925 University Drive, Suite 110 | Huntsville | AL | 35816 | |||
| 700 Airport Road, Suite E | Huntsville | AL | 35802 | |||
| 1918 North Story Road | Irving | TX | 75061 | |||
| 4405 N. College Avenue, Suite C | Jackson | AL | 36545 | |||
| 319 Vann Drive, Suite B | Jackson | TN | 38305 | |||
| 1811 Highway 78 East, Suite 110 | Jasper | AL | 35501 | |||
| 800 Highway 78 East, Suite 300 | Jasper | AL | 35501 | |||
| 3014 Bristol Highway, Suite 3 | Johnson City | TN | 37601 | |||
| 3379 Cloverleaf Parkway | Kannapolis | NC | 28083 | |||
| 421 West Stone Drive, Suite 3 | Kingsport | TN | 37660 |
| 200 West Mill Street | Kingstree | SC | 29556 | |||
| 218 E. Kleberg Avenue | Kingsville | TX | 78363 | |||
| 7118 Maynardville Highway | Knoxville | TN | 37918 | |||
| 1645 Downtown West Blvd., Unit 11 | Knoxville | TN | 37919 | |||
| 109 East Main Street | Lake City | SC | 29560 | |||
| 226 S. Main Street | Lancaster | SC | 29720 | |||
| 502 W. Calton Road, Suite 109 | Laredo | TX | 78041 | |||
| 1104-B North Meadow | Laredo | TX | 78040 | |||
| 2300 N. Main Street, Suite 205 | Las Cruces | NM | 88001 | |||
| 507 N. Harper Street, Suite D | Laurens | SC | 29360 | |||
| 1915 West Gore Blvd., Suite 3 | Lawton | OK | 73501 | |||
| 224 West Main Street, Suite D | Lebanon | TN | 37087 | |||
| 5175 Sunset Boulevard, Suite 4 | Lexington | SC | 29072 | |||
| 371 West Church Street | Lexington | TN | 38351 | |||
| 110 E. Tyler Street | Longview | TX | 75601 | |||
| 348 North Highway 701, Unit 1 | Loris | SC | 29569 | |||
| 588 Bailey Road, Suite E | Lumberton | NC | 28358 | |||
| 2021 Gallatin Pike North, Suite 240 | Madison | TN | 37115 | |||
| 103 South Brooks Street | Manning | SC | 29102 | |||
| 1107 East Godbold Street | Marion | SC | 29571 | |||
| 1313 Dallas Street | McAllen | TX | 78501 | |||
| 2839 S. Douglas Blvd., Suite 103 | Midwest City | OK | 73130 | |||
| 2708 H E. Griffin Parkway | Mission | TX | 78572 | |||
| 5238 U.S. Highway 90 W, Suite D | Mobile | AL | 36619 | |||
| 6345 Airport Boulevard, Suite G | Mobile | AL | 36608 | |||
| 104 Bi-Lo Way, Suite A2 | Moncks Corner | SC | 29461 | |||
| 3306 Highway 74 West, Unit D | Monroe | NC | 28110 | |||
| 6144 Atlanta Highway | Montgomery | AL | 36117 | |||
| 2206 Village Drive | Moody | Al | 35004 | |||
| 1631 E. Andrew Johnson Highway | Morristown | TN | 37814 | |||
| 1035 Johnnie Dodds Blvd., Suite C-7 | Mt. Pleasant | SC | 29464 | |||
| 1636 Memorial Blvd. | Murfreesboro | TN | 37129 | |||
| 605 Broadway Street | Myrtle Beach | SC | 29577 | |||
| 1377 Wilson Road | Newberry | SC | 29108 | |||
| 2108A W. Lindsey Street | Norman | OK | 73069 | |||
| 404 E. Martintown Road, Suite 4 | North Augusta | SC | 29841 | |||
| 1924 Remount Raod | North Charleston | SC | 29406 | |||
| 1922 Remount Road | North Charleston | SC | 29406 | |||
| 867 U.S. Highway 17 South | North Myrtle Beach | SC | 29582 | |||
| 80 McFarland Drive, Suite 2 | Northport | AL | 35473 | |||
| 7141 S. Western Avenue, Suite C | Oklahoma City | OK | 73139 | |||
| 6221 N. Meridian Avenue | Oklahoma City | OK | 73112 | |||
| 642 John C. Calhoun Drive | Orangeburg | SC | 29115 | |||
| 1291 John C. Calhoun Drive | Orangeburg | SC | 29115 | |||
| 1225 Snow Street, Suite 4 | Oxford | AL | 36203 | |||
| 1986 US Highway 78 East | Oxford | AL | 36203 | |||
| 3910 Fairmont Parkway, Suite D | Pasadena | TX | 77504 | |||
| 2550 Broadway Street | Pearland | TX | 77581 |
| 1401 Stemley Bridge Road, Suite 13 | Pell City | AL | 35125 | |||
| 3304 U.S. Highway 80 West, Suite E | Phenix City | AL | 36870 | |||
| 230 West Parker Road, Suite 190 | Plano | TX | 75075 | |||
| 246 Interstate Commercial Park Loop | Prattville | AL | 36066 | |||
| 4011 Capital Blvd., Suite 123 | Raleigh | NC | 27604 | |||
| 4761 E. Hwy. 83, Suite B, Plaza Del Mar | Rio Grande City | TX | 78582 | |||
| 592 N. Anderson Road | Rock Hill | SC | 29730 | |||
| 704-C E. Broad Avenue | Rockingham | NC | 28379 | |||
| 3806 Avenue I, Suite 22 | Rosenberg | TX | 77471 | |||
| 1015 S. Mays Street, Suite 101 | Round Rock | TX | 78664 | |||
| 811 S. Jake Alexander Blvd. | Salisbury | NC | 28147 | |||
| 4502 Centerview Drive, Suite 116 | San Antonio | TX | 78228 | |||
| 1121 SW Military Drive, Suite 101 | San Antonio | TX | 78221 | |||
| 14145 Nacogdoches Road, Suite 1 | San Antonio | TX | 78247 | |||
| 3221 Wurzbach Road | San Antonio | TX | 78238 | |||
| 3655 Fredricksburg Road, Suite 119 | San Antonio | TX | 78201 | |||
| 4525 Rigsby Avenue, Suite 106 | San Antonio | TX | 78222 | |||
| 7500 Eckhert Road, Suite 460 | San Antonio | TX | 78240 | |||
| 11819 West Avenue, Suite 2 | San Antonio | TX | 78216 | |||
| 206-B West San Antonio Street | San Marcos | TX | 78666 | |||
| 1605 S. Broad Street | Scottsboro | AL | 35768 | |||
| 211 Oconee Square Drive | Seneca | SC | 29678 | |||
| 1510 N. Kickapoo Avenue, Suite 1 | Shawnee | OK | 74804 | |||
| 2400 Herodian Way SE, Suite 147N | Smyrna | GA | 30080 | |||
| 10755 N. Loop, Suite P | Socorro | TX | 79927 | |||
| 195A S. Converse Street | Spartanburg | SC | 29306 | |||
| 110 Garner Road, Suite 10, Merchants Plaza | Spartanburg | SC | 29303 | |||
| 5015 FM 2920 Road, Suite B | Spring | TX | 77388 | |||
| 12220 Murphy Road, Suite H | Stafford | TX | 77477 | |||
| 11925 Southwest Freeway, Suite 6 | Stafford | TX | 77477 | |||
| 230 Signal Hill Drive | Statesville | NC | 28625 | |||
| 115 E. Richardson Avenue | Summerville | SC | 29483 | |||
| 251 Broad Street | Sumter | SC | 29150 | |||
| 708 Bultman Drive | Sumter | SC | 29150 | |||
| 1209 N. Main Avenue | Sylacauga | AL | 35150 | |||
| 513 East Battle Street | Talladega | AL | 35160 | |||
| 2314 W. Adams Avenue, Suite C | Temple | TX | 76504 | |||
| 33208 Highway 43, Suite A | Thomasville | AL | 36784 | |||
| 1237 Highway 231 South | Troy | AL | 36081 | |||
| 2001 Skyland Blvd. East, Suite C-1 | Tuscaloosa | AL | 35405 | |||
| 2523 East Fifth Street | Tyler | TX | 75701 | |||
| 410 N. Duncan Bypass, Suite D | Union | SC | 29379 | |||
| 2912 N. Laurent Street | Victoria | TX | 77901 | |||
| 1615 N. Valley Mills Drive, Suite 1615 | Waco | TX | 76710 | |||
| 110A N. Memorial Avenue | Walterboro | SC | 29488 | |||
| 1025 North Texas Blvd., Suite 17 | Weslaco | TX | 78596 | |||
| 622 Twelfth Street | West Columbia | SC | 29169 | |||
| 420 Eastwood Road, Suite 101 | Wilmington | NC | 28403 |
| 153 N. Congress Street | Winnsboro | SC | 29180 | |||
| 3193-D Peters Creek Parkway | Winston-Salem | NC | 27127 | |||
| 4964 Martin View Lane | Winston-Salem | NC | 27104 | |||
| 902 N. Main Street | Woodruff | SC | 29388 | |||
| 710 E Liberty Street, Suite 102 | York | SC | 29745 | |||
| 1300 West Vandament Avenue, Suite 2301 | Yukon | OK | 73099 |
SCHEDULE 7.6
GAAP EXCEPTIONS
None.
SCHEDULE 7.9
PERMITTED LIENS
Liens created by the following documents and any financing statements now existing or hereafter filed related thereto:
Business Loan Agreement dated on or about January 9, 2012, made by Regional with Wells Fargo Bank, National Association (“Wells Fargo”), allowing Regional to borrow up to $1,500,000 on a revolving basis. As an inducement, Wells Fargo required the execution of a Promissory Note by Regional in favor of Wells Fargo (as identified inSchedule 8.6) related to certain real and personal property (as described therein) located at 507 and 509 W. Butler Road, Mauldin, South Carolina, as the same has been amended, modified or extended.
SCHEDULE 7.10
LICENSES
None.
SCHEDULE 7.13
COMPLIANCE WITH LAWS
None.
SCHEDULE 7.16
SUBSIDIARIES
Each of the entities listed below is a direct or indirect wholly owned subsidiary of Regional Management Corp.
Regional Finance Corporation of Alabama
Regional Finance Corporation of Georgia
Regional Finance Corporation of North Carolina
Regional Finance Corporation of South Carolina
Regional Finance Corporation of Tennessee
Regional Finance Corporation of Texas
Regional Finance Company of Oklahoma, LLC (wholly-owned by Regional Finance Corporation of North Carolina)
Regional Finance Company of New Mexico, LLC (wholly-owned by Regional Finance Corporation of South Carolina)
Regional Finance Company of Missouri, LLC
Regional Finance Company of Louisiana, LLC (wholly-owned by Regional Finance Corporation of North Carolina)
Regional Finance Company of Mississippi, LLC (wholly-owned by Regional Finance Corporation of North Carolina)
RMC Financial Services of Florida, LLC (wholly-owned by Regional Finance Corporation of North Carolina)
Regional Finance Company of Georgia, LLC (wholly-owned by Regional Finance Corporation of North Carolina)
Upstate Motor Company
Credit Recovery Associates, Inc.
RMC Reinsurance, LTD
SCHEDULE 7.19
BANK ACCOUNTS
Bank Name | Account Number | City | State | Purpose | Company Name | Sweep Account | ||||||
| BB & T | XXXXXXXXXX | Winston Salem | NC | Depository | Regional Management Corp | |||||||
| BB & T | XXXXXXXXXX | Winston Salem | NC | Depository | Regional Finance Corp of TN | |||||||
| Compass Bank | XXXXXXXXXX | Birmingham | AL | Depository | Regional Finance Corp of TX | |||||||
| Compass Bank | XXXXXXXXXX | Birmingham | AL | Depository | Regional Finance Corp of TX | |||||||
| First Bank | XXXXXXXXXX | Dickson | TN | Depository | Regional Finance Corp of TN | |||||||
| First Citizens | XXXXXXXXXX | Columbia | SC | Depository | Regional Finance of SC | |||||||
| First Citizens | XXXXXXXXXX | Columbia | SC | Depository | Regional Finance of SC | |||||||
| First National | XXXXXXXXXX | Edinburgh | TX | Depository | Regional Finance Corp of TX | |||||||
| First National Bank | XXXXXXXXXX | Taladega | AL | Depository | Regional Finance Corp of AL | |||||||
| First National Bank of TN | XXXXXXXXXX | Livingston | TN | Depository | Regional Finance Corp of TN | |||||||
| First Tennessee Bank | XXXXXXXXXX | Memphis | TN | Depository | Regional Finance Corp of TN | |||||||
| International Bank and Commerce | XXXXXXXXXX | Laredo | TX | Depository | Regional Finance Corp of TX | |||||||
| International Bank and Commerce | XXXXXXXXXX | Laredo | TX | Depository | Regional Finance Corp of TX | |||||||
| International Bank and Commerce | XXXXXXXXXX | Laredo | TX | Depository | Regional Finance Corp of TX | |||||||
| NBSC | XXXXXXXXXX | Columbus | GA | Depository | Regional Finance Corp of SC | |||||||
| Southeast Bank | XXXXXXXXXX | Dayton | TN | Depository | Regional Finance Corp of TN | |||||||
| Southside | XXXXXXXXXX | Tyler | TX | Depository | Regional Finance Corp of TX | |||||||
| US Bank | XXXXXXXXXX | Columbia | TN | Depository | Regional Finance Corp of TN | |||||||
| Bank Of America | XXXXXXXXXX | Charlotte | NC | Reinsurance | RMC Reinsurance | |||||||
| Bank Of America | XXXXXXXXXX | Charlotte | NC | Payroll | Regional Management Corp | Sweep Account | ||||||
| Bank Of America | XXXXXXXXXX | Charlotte | NC | Loan Disbursement | Regional Management Corp | Sweep Account | ||||||
| Bank Of America | XXXXXXXXXX | Charlotte | NC | Master Depository | Regional Management Corp | |||||||
| Bank Of America | XXXXXXXXXX | Charlotte | NC | Master Funding | Regional Management Corp | |||||||
| Bank Of America | XXXXXXXXXX | Charlotte | NC | Depository | Regional Finance Corp of SC | Sweep Account | ||||||
| Bank Of America | XXXXXXXXXX | Charlotte | NC | Depository | Regional Finance Corp of TX | Sweep Account | ||||||
| Bank Of America | XXXXXXXXXX | Charlotte | NC | Depository | Regional Finance Corp of TX | Sweep Account | ||||||
| Bank Of America | XXXXXXXXXX | Charlotte | NC | Depository | Regional Finance Corp of TX | Sweep Account | ||||||
| Bank Of America | XXXXXXXXXX | Charlotte | NC | Depository | Regional Finance Corp of OK | Sweep Account |
Bank Name | Account Number | City | State | Purpose | Company Name | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Used to transfer all non-Wells Fargo deposits to main SC Checking | Regional Management Corp | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC Checking / Depository (sweep account) | Regional Finance Corp of SC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC Checking / Depository (sweep account) | Regional Finance Corp of SC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC Checking / Depository (sweep account) | Regional Finance Corp of SC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | RMC Checking / Depository (sweep account) | RMC Financial Services Corp | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TX Checking / Depository (sweep account) | Regional Finance Corp of TX | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NC Checking / Depository (sweep account) | Regional Finance Corp of NC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TN Checking / Depository (sweep account) | Regional Finance Corp of TN | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | AL Checking / Depository (sweep account) | Regional Finance Corp of AL | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | ACS | AutoCredit Source | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Corporate AP | Regional Management Corp | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Corporate Loan Solicitation | Regional Management Corp | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC Loan Solicitation | Regional Finance Corp of SC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TN Loan Solicitation | Regional Finance Corp of TN | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | �� | Greenville | SC | TX Loan Solicitation | Regional Finance Corp of TX | Sweep Account | |||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NC Loan Solicitation | Regional Finance Corp of NC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC NB Loan Solicitation | Regional Finance Corp of SC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TN NB Loan Solicitation | Regional Finance Corp of TN | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TX NB Loan Solicitation | Regional Finance Corp of TX | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NC NB Loan Solicitation | Regional Finance Corp of NC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | AL NB Loan Solicitation | Regional Finance Corp of AL | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NM Checking | Regional Finance Corp of NM | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | RMC Central | RMC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | CRA/Depository (sweep account) | CRA | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC Trust CRA | CRA | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NM NB Loan Solicitation Account | Regional Finance Corp of NM | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NM Loan Solicitation Account | Regional Finance Corp of NM | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | OK NB Loan Solicitation Account | Regional Finance Corp of OK | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | OK Loan Solicitation Account | Regional Finance Corp of OK | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | AL Loan Solicitation Account | Regional Finance Corp of AL | Sweep Account |
SCHEDULE 8.3
GUARANTIES
None.
SCHEDULE 8.6
DEBT
Promissory Note, dated January 9, 2012, in an aggregate principal amount not to exceed $1,500,000 made by Regional payable to the order of Wells Fargo, National Association (the “Wells Fargo Revolver”), as the same has been amended, modified or supplemented.