EXTENSION, JOINDER AND FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
EXHIBIT 10.1
EXTENSION, JOINDER AND FIRST AMENDMENT
TO
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This Extension, Joinder and First Amendment to the Fourth Amended and Restated Loan and Security Agreement (this “Amendment”) is made as of July 31, 2012, 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 (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 New Mexico, LLC, Regional Finance Company of Oklahoma, LLC and Regional Finance Company of Missouri, LLC), Lenders and Agent are parties to that certain Fourth Amended and Restated Loan and Security Agreement dated as of January 18, 2012, (as 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 July 30, 2012, there is currently outstanding the aggregate principal amount of $221,607,410.02 under the revolving credit facility.
WHEREAS, the Borrowers have requested that the Lenders modify certain provisions of the Agreement to provide, among other things, for the extension of the maturity date and increasing the amount of the Total Credit Facility (as defined in the Loan 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 New Mexico, LLC, Regional Finance Company of Oklahoma, LLC and Regional Finance Company of Missouri, LLC 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) duly organized and validly existing in good standing under the laws of the state in which it was organized.
(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) 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 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, has occurred and is 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 “Availability” and replacing it with the following: |
“Availability” shall mean, as of the date of determination, an amount, less the sum of the Bank Borrowing Reserve and the Bank Product Reserve and less the aggregate undrawn face amount of all outstanding Letters of Credit which the Agent has caused to be issued or obtained for the Borrowers’ accounts, equal to an amount determined by multiplying (i) the Advance Rate by (ii) the remainder of (x) the aggregate amount of all presently due and future, unpaid, noncancellable installment payments to be made under all of Borrowers’ Eligible Contracts, minus (y) the sum of all properly calculated, unearned finance charges, unearned acquisition/initial charges, unearned maintenance fees, unearned discounts
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and dealer reserves included therein. Notwithstanding the foregoing, for the purpose of calculating Availability, (i) the maximum amount of Mortgage Loans, which have an amount financed of $15,000.00 or more, outstanding at any time shall not exceed fifteen percent (15%) of all Contracts then outstanding and (ii) the maximum amount of Contracts outstanding at any time which are secured by a mobile home shall not exceed $400,000.00.
| (b) | 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 and Regional Finance Company of Oklahoma, LLC (each individually a “Borrower” and collectively the “Borrowers”)
| (c) | Section 1.1 of the Agreement is hereby amended by added the definition of “Borrower Agent” as follows: |
“Borrower Agent” shall have the meaning ascribed to such term in Section 2.21.
| (d) | Section 1.1 of the Agreement is hereby amended by deleting the definition of “Fee Letters” and replacing it with the following: |
“Fee Letters” shall mean those certain letter agreements dated the date hereof and on July 31, 2012 with respect to certain fees payable to Agent and/or Lenders.
| (e) | Section 1.1 of the Agreement is hereby amended by deleting the definition of “Guarantor” and replacing it with the following: |
“Guarantor shall mean, individually and collectively, any Person guaranteeing the Obligations of Borrowers including, without limitation, Credit Recovery Associates and Upstate Motor Company.
| (f) | Section 1.1 of the Agreement is hereby amended by deleting the definition of “Total Credit Facility” and replacing it with the following: |
“Total Credit Facility” shall mean $325,000,000.00.
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| (g) | Section 1.1 of the Agreement is hereby amended by adding the following new definitions to such section in alphabetical order: |
“Augmenting Lender”: shall have the meaning ascribed to such term in Section 2.22 hereof.
“Commitment Increase Amount”: shall have the meaning ascribed to such term in Section 2.22 hereof.
“Declined Share”: shall have the meaning ascribed to such term in Section 2.22 hereof.
“Increasing Lender”: shall have the meaning ascribed to such term in Section 2.22 hereof.
| (h) | Section 2.8 of the Agreement is hereby deleted in its entirety and replaced with the following: |
“2.8 Unused Line Fee. Borrowers agree to pay, on the fifteenth day of each month and on the Maturity Date, to Agent, for the account of Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “Unused Line Fee”) at the rates per annum set forth below opposite the applicable amounts under the column entitled “Average Daily Amount”. Such “Average Daily Amount” shall be an amount by which the Total Credit Facility exceeds the sum of (i) the average daily outstanding amount of Revolving Loans and (ii) the average daily undrawn face amount of outstanding Letters of . Credit during the immediately preceding month or shorter period if calculated on the Maturity Date. The Unused Line Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. All payments received by Agent shall be deemed to be credited to Borrowers’ Loan Account immediately upon receipt for purposes of calculating the Unused Line Fee pursuant to this Paragraph 2.8.
| Average Daily Amount |
Unused Line Fee Rate | |||
| If >$50,000,000.00 |
0.50 | % | ||
| If £$50,000,000.00 |
0.375 | %” | ||
| (i) | A new Section 2.22 is added to the Agreement as follows: |
“2.22 Requested Increases to Commitments. Provided that no Default or Event of Default exists, at any time prior to ninety (90) days before the
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Maturity Date, Borrower Agent may request from time to time in writing to the Agent that the Commitments be increased, by an amount not less than $25,000,000 or higher integral multiple of $25,000,000, in any event, not to exceed $400,000,000 (total commitments), or an aggregate amount that is equal to an amount which would increase the Commitments to $400,000,000 (total commitments), according to the following procedures:
(a) The Borrowers shall offer the existing Lenders the opportunity to participate in any such increased amount of the Commitments (such increased amount being referred to as the “Commitment Increase Amount”) in accordance with each Lender’s Pro Rata Share (each participating Lender being referred to as an “Increasing Lender”). The existing Lenders shall be under no obligation to participate in any such Commitment Increase Amount and any agreement by any Lender to so participate will be in the sole discretion of such Lender.
(b) If any Lender declines to commit to its Pro Rata Share of any such Commitment Increase Amount (such declined portion of the Commitment Increase Amount being referred to as a “Declined Share”), then the Agent may join a new Lender (or Lenders) to this Agreement (each such Lender, an “Augmenting Lender”), who shall be acceptable to the Borrowers, or permit an existing Lender which has already agreed to commit to its Pro Rata Share of any such Commitment Increase Amount, to commit to the Declined Share. If an Augmenting Lender (or Lenders) commits to the Declined Share, it (or they) shall join this Agreement pursuant to a bank joinder and assumption agreement in form and substance reasonably satisfactory to the Agent and the Borrowers, setting forth the Commitment of such Augmenting Lender (or Lenders), pursuant to which such Augmenting Lender (or Lenders) will become party hereto as of the effective date thereof.
(c) On the effective date of any increase in the Commitment(s) as contemplated by this Section 2.22 (i) each Increasing Lender and Augmenting Lender shall make available to the Agent, for the benefit of the other Lenders, such amounts in immediately available funds as the Agent shall determine as being required in order to cause, after giving effect to such increase and the use of such to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans (after giving effect to the increase in the Commitment(s) occasioned by the addition of the Increasing Lender(s) or Augmenting Lender(s), or both, as the case may be) and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitment(s) (with such reborrowing to consist of Revolving Loans subject to the same interest rate options provided herein,
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with related Interest Periods if applicable, specified in a notice delivered by the Borrowers in accordance with the requirements of this Agreement). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each LIBOR Revolving Loan shall be subject to indemnification by each Borrower pursuant to the provisions of Section 2.14 if the deemed payment occurs other than on the last day of the related Interest Periods. Upon the request of the Agent, each Borrower shall execute and deliver to Agent for the benefit of the Lenders any and all Notes and other documents, instruments, and agreements necessary or advisable in the reasonable judgment of the Agent to evidence or document the increase in the Commitment(s), including any amendments hereto, and each of the Lenders hereby provides its consent hereto and thereto and each Lender hereby authorizes the Agent to execute any such documents, instruments, and agreements consistent with the terms of this Section 2.22 on its behalf without the necessity of any further consent of any Lender. In consideration of each increase in the Commitment(s according to this Section 2.22 and as a condition thereto, the Borrowers shall pay to the Agent, for the ratable benefit of the Lenders who have funded the Commitment Increase Amount, an upfront commitment increase fee in an amount to be determined by Agent, payable on the effective date of each increase in the Commitment(s). Such fee shall be fully due and non-refundable when paid.”
| (j) | Section 3.1 of the Agreement is hereby deleted in its entirety and replaced with the following: |
“3.1 Term of Agreement and Loan Repayment. This Agreement shall have a term commencing on the date this Agreement becomes effective, and ending on July 31, 2015, or such earlier date by acceleration or otherwise (“Maturity Date”). The Loan shall be due and payable in full on the Maturity Date without notice or demand and shall be repaid to Agent, for the account of Lenders, by a wire transfer of immediately available funds. Borrowers may terminate this Agreement prior to the Maturity Date by: (a) giving Agent and Lenders at least thirty (30) days prior notice of intention to terminate this Agreement; (b) paying and performing, as appropriate, all Obligations on or prior to the effective date of termination (other than indemnification and other contingent obligations for which no amount is due and owing and for which no claim has been made); (c) paying to Agent, for the account of the Lenders, an early termination fee equal to (i) one percent (1.00%) of the outstanding Obligations in the event the effective date of termination occurs at any time on or prior to July 31, 2013, and (ii) one-half of one percent (0.50%) of the outstanding Obligations in the event the effective date of termination occurs at any time after July 31, 2013 and prior to the Maturity Date; and (d) with respect to any LIBOR Revolving Loans prepaid in
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connection with such termination prior to the expiration date of the Interest Period applicable thereto, the payment of the amounts described in Paragraph 2.14. Notwithstanding the foregoing, upon the occurrence of an Event of Default, Agent may (and shall, at the direction of Majority Lenders) immediately accelerate the Maturity Date and terminate further performance under this Agreement without notice or demand. For the avoidance of doubt, the amendment and restatement of the Existing Agreement shall not constitute a termination of the Existing Agreement for purposes of Section 3.1 thereof.”
| (k) | Section 5.2(e)(i) of the Agreement is hereby deleted in its entirety and replaced with the following: |
“(i) within 20 days after the end of each calendar month during the term of this Agreement, a Collateral and Loan Status Report (the “Borrowing Base Certificate”) and Monthly Report of Delinquent Accounts in forms provided by Agent (or in such other form approved by Agent), containing the information requested therein, and”
| (l) | Section 11.1(b) of the Agreement is hereby deleted in its entirety and replaced with the following: |
“(b) increase the Commitment of any Lender such that the Total Credit Facility after such increase is greater than $400,000,000.00;”
| (m) | 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 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, as amended and restated, (e) the Agent shall have received any Fee Letters to be executed in connection with this Amendment, (f) the Borrowers shall have paid to Agent a non-refundable amendment fee, in full in cash equal to $105,000.00, to be distributed by Agent pro-rata (based on such Lender’s percentage of the increase to its Commitment consummated by this Amendment) to the Lenders and (g) the Agent shall have received such additional closing documents as it shall reasonably specify in connection with the transactions contemplated hereby. |
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| 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 to the Lenders 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. |
| 6. | In consideration of Regional Finance Company of Oklahoma, LLC and Regional Finance Company of New Mexico, 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 June 11, 2012 among Regional Finance Company of New Mexico, LLC and the Agent, (ii) that certain Security Agreement dated as of January 18, 2012 among Regional Finance Company of Oklahoma, LLC and the Agent and (iii) that certain Guaranty dated on or about June 11, 2012 among Regional Finance Company of New Mexico, LLC and the Agent and (iv) that certain Guaranty dated as of January 18, 2012 among Regional Finance Company of Oklahoma, LLC and the Agent. Notwithstanding the foregoing by signing this Amendment Regional Finance Company of Oklahoma, LLC and Regional Finance Company of New Mexico, 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. Any party who chooses to deliver its signature by fax agrees to provide a counterpart of this Amendment with its inked signature promptly to each other party. |
| 10. | This Amendment shall be governed by and interpreted in accordance with the laws of the State of New York, except that no doctrine of choice of law shall be used to apply the laws of any other state or jurisdiction to this Amendment. |
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| 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 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
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx |
Title: EVP/CFO of each of the above-listed corporations and EVP/CFO of each of the above-listed limited liability companies
| AGENT | ||
| BANK OF AMERICA, N.A., as Agent | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| LENDERS | ||
| BANK OF AMERICA, N.A., as a Lender and Letter of Credit Issuer | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| Commitment = $100,000,000.00 | ||
Signature page to
Amendment No. 1 to Fourth Amended and Restated Loan and Security Agreement - Regional Management Corp.
| BMO XXXXXX FINANCING, INC., | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Director | |
| Commitment = $44,000,000.00 | ||
| FIRST TENNESSEE BANK NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ Xxxxxx XxXxxxxx | |
| Name: | Xxxxxx XxXxxxxx | |
| Title: | Vice President | |
| Commitment = $35,000,000.00 | ||
| CAPITAL ONE, N.A., | ||
| as a Lender | ||
| By: | /s/ Xxx Xxxxxxxx | |
| Name: | Xxx Xxxxxxxx | |
| Title: | Senior Vice President | |
| Commitment = $44,000,000.00 | ||
| TEXAS CAPITAL BANK, N.A. | ||
| as a Lender | ||
| By: | /s/ Xxxxxxxxx Xxxxxxx | |
| Name: | Xxxxxxxxx Xxxxxxx | |
| Title: | Senior Vice President | |
| Commitment = $22,000,000.00 | ||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | Senior Vice President | |
| Commitment = $80,000,000.00 | ||
Signature page to
Amendment No. 1 to Fourth Amended and Restated Loan and Security Agreement - Regional Management Corp.
SCHEDULE 4.4
LOCATIONS OF BOOKS AND RECORDS AND COLLATERAL
Location of Records Concerning Collateral
000 Xxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Location of Collateral and Places of Business
000 Xxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000; see also attached List of Branches.
ADDENDUM TO SCHEDULE 4.4
LOCATION OF COLLATERAL
| 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0 | Xxxxxxxxx | XX | 00000 | |||
| 000 Xxxxxxxx Xxxxxx Xxxx | Xxxxx | XX | 00000 | |||
| 0000 X.X. Xxxxxxx 000 | Xxxxxxxxxxx | XX | 00000 | |||
| 000 Xxxxxxxx Xxxxx, Xxxxx 000 | Xxxxxxxxx Xxxx | XX | 00000 | |||
| 0000 Xxxxx Xxxx Xxxxxx, Xxxxx X | Xxxxxxxx | XX | 00000 | |||
| 0000 X. Xxxx Xxxxxx, Xxxxx X | Xxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxxxx | Xxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxx, Xxxxx X; XX Xxx 0000 | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxx | Xxxxxxx | XX | 00000 | |||
| 000 Xxxxxxxx Xxxxxxxx Xxxx., XX Xxx 000 | Xxxx | XX | 00000 | |||
| 000 Xxxxxxxxx Xxxxx | Xxxxxxxxx | XX | 00000 | |||
| 0000 X Xxxx Xxxxx Xxxxx | Xxxxxxxx | XX | 00000 | |||
| 000 Xxxxxxxxxxxxxx Xxxx, Xxxxx X | Xxxxxxxxx | XX | 00000 | |||
| 000 Xxxxxxx 00 X, Xxxxxxxxx Plaza, XX Xxx 000 | Xxxxxx | XX | 00000 | |||
| 000 Xxxxxxx Xxxxx Xxxx, XX, Xxxxx X | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxxxxxxx Xxxxx, Xxxxx X | Xxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxx. | Xxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000 | Xxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxx | Xxxxxxxx | XX | 00000 | |||
| 000X Xxxx Xxxxxx Xxxxxx | Xxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxxxx, Xxxxx 0 | Xxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxx Xxxx. | Xxxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxx | Xxxxxx | XX | 00000 | |||
| 000 Xxx 00 & 000 Xxxxxx, Xxxxx 0 | Xxxxxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxxxx, Xxxxx 000 | Xxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000 | Xxxxxxxxxx | XX | 00000 | |||
| 000 X.X. Xxxxxxx 000 Xxxxx | Xxxx | XX | 00000 | |||
| 0000 Xxx 0, Xxxxx X | Xxxxxxx Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 0 | Xxxxxxx | XX | 00000 | |||
| 000 X. Xxxxxxxxxx Xxxxxx, Xxxxx X | Xxxxxxxxxxx | XX | 00000 | |||
| 0000 X, Xxxxx 000 Xxxxx Xxxxx Xxxxxx | Xxxxx | XX | 00000 | |||
| 0000 X. Xxxxxx Xxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxx Xxxxxx | Xxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxx Xxxxx | Xxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxxxxx, Xxxxx 00 | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxx Xxxx, Xxxxx 000 | Xxxxxxxxx | XX | 00000 | |||
| 0000 X. Xxxxxxxxxxxx Xxxx., Xxxxx #000 | Xxxxxxxxx | XX | 00000 |
| 0000 Xxxxx Xxxxx Xxxxxx, Xxxx X | Xxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxx Xxxx., Xxxxx X | Xxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxx, Xxxx 000 | Xxxxxxxxxxx | XX | 00000 | |||
| 000 Xxxxxx Xxxxxx | Xxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxx | Xxxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxxxx, Xxxxx 0 | Xxxxxxxxx | XX | 00000 | |||
| 0000 X Xxx Xxxxx Xxxx | Xxxxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxxxx Xxxx., Xxxxx 000 | Xxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxx Xxxx, Xxxxx X | Xxxxxxxx | XX | 00000 | |||
| 0000 Xxx Xxxxx Xxxx, Xxxx X | Xxxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxx Xxxx, Xxxxx X | Xxxxxxxx | XX | 00000 | |||
| 0000 X. Xxxxx Xxxxxx, Xxxxx X0 | Xxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxx | Xxxxxx | XX | 00000 | |||
| 000 X. Xxxxxx Xxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxx Xxxx, Xxxxx Xxxxx, Xxxxx 000 | Xxxxxx Xxxxxxx | XX | 00000 | |||
| 000 Xxx Xxxxxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 0xx Xxxxxx XX, Xxxxx 0 | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxxxx 000 | Xxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxx, Xxxxx 00 | Xxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xx., Xxxxx X-0 | Xxxxxxx | XX | 00000 | |||
| 0000 0xx Xxxxxx XX, Xxxxx X XX Xxx 000 (00000) | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxx., Xxxxx 00 | Xxx Xxx | XX | 00000 | |||
| 000 Xxxxxxx Xxxxx, Xxxxx X | Xxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxx Xxxxxx | Xxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxx Xxxxxx, Xxxxx 0 | Xxxxxx | XX | 00000 | |||
| 0000 XX Xxxxxxx 00, Xxxxx X | Xxxxxx | XX | 00000 | |||
| 000 Xxxxxxxxx Xxxxxx | Xxxxx Xxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxxxxx Xxx., Xxxxx X | Xxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxxxxxxx Xxxxxx | Xxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxxxx Xxxxx | Xxxxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxxxxxx Xxxxx | Xxxxxxxx | XX | 00000 | |||
| 000 X. Xxxxxx, Xxxxx X | Xx Xxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxxx, Xxxxx X | Xx Xxxx | XX | 00000 | |||
| 0000 X. Xxxxxxxxx Xxxxx, Xxxxx X | Xx Xxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxxx, Xxxxx 0 | Xx Xxxx | XX | 00000 | |||
| 0000 Xxxxx Xxxxx, Xxxxx 0 | Xx Xxxx | XX | 00000 | |||
| 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 | Xx Xxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxx, Xxxxx 000 | Xxxxxxxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxx Xxxxxx | Xxxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxx Xxxxxx | Xxxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxx, Xxxxx 0 | Xxxxxxxx | XX | 00000 | |||
| 000 Xxx Xxxxx Xxxxxxx | Xxxxxxxx | XX | 00000 |
| 0000 Xxxxx Xxxxxx Xxxxx | Xxxx Xxxxx | XX | 00000 | |||
| 0000 Xxxxxxxxxxxx Xxxxxx | Xxxx Xxxxx | XX | 00000 | |||
| 0000 XX 00xx Xxxxxx, Xxxxx 000 | Xxxx Xxxxx | XX | 00000 | |||
| 000 Xxxxxx Xxxxxxx Xxxxx | Xxxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxxxxxxx Xxxxxx | Xxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxx, Xxxxx 000 | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxx 0xx Xxxxxx, Xxxxx 000 | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxxxxx Xxxx. | Xxxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxxxx Xxxx. | Xxxxxxxx | XX | 00000 | |||
| 0000 X. Xxxxxx Xxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0 | Xxxxx Xxxxx | XX | 00000 | |||
| 0000 X. Xxx. 000, Xxxxx 000 | Xxxxx Xxxxxxx | XX | 00000 | |||
| 000 X. Xxxxxxx Xxxxxxx, Xxxxx 000 | Xxxxx Xxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxxx Xxxxxxx Xxxxxxx | Xxxxxxxxxxx | XX | 00000 | |||
| 0000 X Xxxxxxxxxx Xxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0 | Xxxxxxxxxx | XX | 00000 | |||
| 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxx X | Xxxxxxxxxx | XX | 00000 | |||
| 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxx X | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxxxx Xxxx., Xxxxx 0 | Xxxxxxxxxx | XX | 00000 | |||
| 000 Xxxxxx Xxxx, Xxxxx X | Xxxxxxxxxx | XX | 00000 | |||
| 000X Xxxxxxxx Xxxxxx | Xxxxxxxxx | XX | 00000 | |||
| 000-X Xxxxxxxx Xxxxxx | Xxxxxxxxx | XX | 00000 | |||
| 0000 X Xxxx Xxxxxxxx Xxxxxx | Xxxxx | XX | 00000 | |||
| 000 Xxx Xxxxxx | Xxxxxxx | XX | 00000 | |||
| 000 X. Xxxxxxx Xxxxxx | Xxxxxxxxx | XX | 00000 | |||
| 000 Xxxxxxx 00 XX, Xxxxx X XX Xxx 000 | Xxxxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxxxx Xxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| X X Xxx 000 (000 X. Xxxx Xxxxxx, Xxxxx X) | Xxxxxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxx Xxxxxx | Xxxxxxxxxxxxxx | XX | 00000 | |||
| 0000-X Xxx. 00 Xxxxxxxxx | Xxxxxxx | XX | 00000 | |||
| 0000 X. Xxxxxxxxxx Xxxxxx, Xxxxx 000 | Xxxx Xxxxx | XX | 00000 | |||
| 0000 Xxxxx Xxxx, Xxxxx 000 | Xxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxxx Xxxx., Xxxxx 000 | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxx | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxx, Xxxxx X | Xxxxxxx | XX | 00000 | |||
| 000 Xxxxxx Xxxx | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxx., Xxxxx X | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000 | Xxxxxxxxxx | XX | 00000 | |||
| 000 Xxxxxxx Xxxx, Xxxxx X | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxx Xxxxx Xxxx | Xxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxx, Xxxxx X | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx 00 Xxxx, Xxxxx 000 | Xxxxxx | XX | 00000 |
| 000 Xxxxxxx 00 Xxxx, Xxxxx 000 | Xxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxxxx, Xxxxx 0 | Xxxxxxx Xxxx | XX | 00000 | |||
| 0000 Xxxxxxxxxx Xxxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxx Xxxxx, Xxxxx 0 | Xxxxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxx Xxxxxx | Xxxxxxxxx | XX | 00000 | |||
| 000 X. Xxxxxxx Xxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxxxxxx Xxxxxxx | Xxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxx Xxxx., Xxxx 00 | Xxxxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxx Xxxxxx | Xxxx Xxxx | XX | 00000 | |||
| 000 X. Xxxx Xxxxxx | Xxxxxxxxx | XX | 00000 | |||
| 000 X. Xxxxxx Xxxx, Xxxxx 000 | Xxxxxx | XX | 00000 | |||
| 0000-X Xxxxx Xxxxxx | Xxxxxx | XX | 00000 | |||
| 0000 X. Xxxx Xxxxxx, Xxxxx 000 | Xxx Xxxxxx | XX | 00000 | |||
| 000 X. Xxxxxx Xxxxxx, Xxxxx X | Xxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxx Xxxxxx, Xxxxx X | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxx Xxxxxxxxx, Xxxxx 0 | Xxxxxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxx Xxxxxx | Xxxxxxxxx | XX | 00000 | |||
| 000 X. Xxxxx Xxxxxx | Xxxxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxxxxx 000, Xxxx 0 | Xxxxx | XX | 00000 | |||
| 000 Xxxxxx Xxxx, Xxxxx X | Xxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxx Xxxxx, Xxxxx 000 | Xxxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxxxx Xxxxxx | Xxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxxxx Xxxxxx | Xxxxxx | XX | 00000 | |||
| 000 X. Xxxxxxxxxxxx Xxxx | XxXxxxx | XX | 00000 | |||
| 0000 X X. Xxxxxxx Xxxxxxx | Xxxxxxx | XX | 00000 | |||
| 0000 X.X. Xxxxxxx 00 X, Xxxxx X | Xxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxxxxxx, Xxxxx X | Xxxxxx | XX | 00000 | |||
| 000 Xx-Xx Xxx, Xxxxx X0 | Xxxxxx Xxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx 00 Xxxx, Xxxx X | Xxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxx | Xxxxx | X0 | 00000 | |||
| 0000 X. Xxxxxx Xxxxxxx Xxxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxx Xxxx., Xxxxx X-0 | Xx. Xxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxx. | Xxxxxxxxxxxx | XX | 00000 | |||
| 000 Xxxxxxxx Xxxxxx | Xxxxxx Xxxxx | XX | 00000 | |||
| 0000 Xxxxxx Xxxx | Xxxxxxxx | XX | 00000 | |||
| 0000 X X. Xxxxxxx Xxxxxx | Xxxxxx | XX | 00000 | |||
| 000 X. Xxxxxxxxxx Xxxx, Xxxxx 0 | Xxxxx Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxx | Xxxxx Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxx | Xxxxx Xxxxxxxxxx | XX | 00000 | |||
| 000 X.X. Xxxxxxx 00 Xxxxx | Xxxxx Xxxxxx Xxxxx | XX | 00000 | |||
| 00 XxXxxxxxx Xxxxx, Xxxxx 0 | Xxxxxxxxx | XX | 00000 |
| 0000 X. Xxxxxxx Xxxxxx, Xxxxx X | Xxxxxxxx Xxxx | XX | 00000 | |||
| 0000 X. Xxxxxxxx Xxxxxx | Xxxxxxxx Xxxx | XX | 00000 | |||
| 000 Xxxx X. Xxxxxxx Xxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxx X. Xxxxxxx Xxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxxx, Xxxxx 0 | Xxxxxx | XX | 00000 | |||
| 0000 XX Xxxxxxx 00 Xxxx | Xxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxxxxx, Xxxxx X | Xxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxxxx Xxxx, Xxxxx 00 | Xxxx Xxxx | XX | 00000 | |||
| 0000 X.X. Xxxxxxx 00 Xxxx, Xxxxx X | Xxxxxx Xxxx | XX | 00000 | |||
| 000 Xxxxxxxxxx Xxxxxxxxxx Xxxx Xxxx | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxx., Xxxxx 000 | Xxxxxxx | XX | 00000 | |||
| 0000 X. Xxx. 00, Xxxxx X, Xxxxx Del Mar | Rio Xxxxxx Xxxx | XX | 00000 | |||
| 000 X. Xxxxxxxx Xxxx | Xxxx Xxxx | XX | 00000 | |||
| 000-X X. Xxxxx Xxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 000 X. Xxxx Xxxxxxxxx Xxxx. | Xxxxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000 | Xxx Xxxxxxx | XX | 00000 | |||
| 0000 XX Xxxxxxxx Xxxxx, Xxxxx 000 | Xxx Xxxxxxx | XX | 00000 | |||
| 00000 Xxxxxxxxxxx Xxxx, Xxxxx 0 | Xxx Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxx Xxxx | Xxx Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxxxxxxxxx Xxxx, Xxxxx 000 | Xxx Xxxxxxx | XX | 00000 | |||
| 0000 Xxxxxx Xxxxxx, Xxxxx 000 | Xxx Xxxxxxx | XX | 00000 | |||
| 000-X Xxxx Xxx Xxxxxxx Xxxxxx | Xxx Xxxxxx | XX | 00000 | |||
| 0000 X. Xxxxx Xxxxxx | Xxxxxxxxxx | XX | 00000 | |||
| 000 Xxxxxx Xxxxxx Xxxxx | Xxxxxx | XX | 00000 | |||
| 0000 X. Xxxxxxxx Xxxxxx, Xxxxx 0 | Xxxxxxx | XX | 00000 | |||
| 00000 X. Xxxx, Xxxxx X | Xxxxxxx | XX | 00000 | |||
| 000X X. Xxxxxxxx Xxxxxx | Xxxxxxxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxx, Xxxxx 00, Xxxxxxxxx Xxxxx | Xxxxxxxxxxx | XX | 00000 | |||
| 00000 Xxxxxx Xxxx, Xxxxx X | Xxxxxxxx | XX | 00000 | |||
| 000 Xxxxxx Xxxx Xxxxx | Xxxxxxxxxxx | XX | 00000 | |||
| 000 X. Xxxxxxxxxx Xxxxxx | Xxxxxxxxxxx | XX | 00000 | |||
| 000 Xxxxx Xxxxxx | Xxxxxx | XX | 00000 | |||
| 000 Xxxxxxx Xxxxx | Xxxxxx | XX | 00000 | |||
| 000 Xxxx Xxxxxx Xxxxxx, PO Drawer 475 (35181) | Xxxxxxxxx | XX | 00000 | |||
| 0000 X. Xxxxx Xxxxxx, Xxxxx X | Xxxxxx | XX | 00000 | |||
| 0000 Xxxxxxx 000 Xxxxx | Xxxx | XX | 00000 | |||
| 0000 Xxxxxxx Xxxx. Xxxx, Xxxxx X-x | Xxxxxxxxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxx Xxxxxx | Xxxxx | XX | 00000 | |||
| 000 X. Xxxxxx Xxxxxx, Xxxxx X | Xxxxx | XX | 00000 | |||
| 0000 X. Xxxxxxx Xxxxxx | Xxxxxxxx | XX | 00000 | |||
| 0000 X. Xxxxxx Xxxxx Xxxxx, Xxxxx 0000 | Xxxx | XX | 00000 | |||
| 000X X. Xxxxxxxx Xxxxxx | Xxxxxxxxxx | XX | 00000 |
| 0000 Xxxxx Xxxxx Xxxx., Xxxxx 00 | Xxxxxxx | XX | 00000 | |||
| 000 Xxxxxxx Xxxxxx | Xxxx Xxxxxxxx | XX | 00000 | |||
| 000 Xxxxxxxx Xxxx, Xxxxx 000 | Xxxxxxxxxx | XX | 00000 | |||
| 000 X. Xxxxxxxx Xxxxxx | Xxxxxxxxx | XX | 00000 | |||
| 0000-X Xxxxxx Xxxxx Xxxxxxx | Xxxxxxx-Xxxxx | XX | 00000 | |||
| 0000 Xxxxxx Xxxx Xxxx | Xxxxxxx-Xxxxx | XX | 00000 | |||
| 000 X. Xxxx Xxxxxx | Xxxxxxxx | XX | 00000 | |||
| 000 X Xxxxxxx Xxxxxx, Xxxxx 000 | Xxxx | XX | 00000 | |||
| 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000 | Xxxxx | XX | 00000 |
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 Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), allowing the company to borrow up to $1,500,000 on a revolving basis. As an inducement, Xxxxx Fargo required the execution of a Promissory Note by Regional in favor of Xxxxx Fargo (as identified in Schedule 8.6). related to certain real and personal property (as described therein) located at 507 and 000 X. Xxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx, 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
Upstate Motor Company
Credit Recovery Associates Inc
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
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 | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | Used to transfer all non Wachovia deposits to main SC Checking | Regional Management Corp | |||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | SC Checking / Depository (sweep account) | Regional Finance Corp of SC | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | SC Checking / Depository (sweep account) | Regional Finance Corp of SC | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | SC Checking / Depository (sweep account) | Regional Finance Corp of SC | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | RMC Checking / Depository (sweep account) | RMC Financial Services Corp | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | TX Checking / Depository (sweep account) | Regional Finance Corp of TX | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | NC Checking / Depository (sweep account) | Regional Finance Corp of NC | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | TN Checking / Depository (sweep account) | Regional Finance Corp of TN | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | AL Checking / Depository (sweep account) | Regional Finance Corp of AL | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | ACS | AutoCredit Source | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | Corporate AP | Regional Management Corp | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | Corporate Loan Solicitation | Regional Management Corp | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | SC Loan Solicitation | Regional Finance Corp of SC | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | TN Loan Solicitation | Regional Finance Corp of TN | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | TX Loan Solicitation | Regional Finance Corp of TX | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | NC Loan Solicitation | Regional Finance Corp of NC | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | SC NB Loan Solicitation | Regional Finance Corp of SC | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | TN NB Loan Solicitation | Regional Finance Corp of TN | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | TX NB Loan Solicitation | Regional Finance Corp of TX | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | NC NB Loan Solicitation | Regional Finance Corp of NC | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | AL NB Loan Solicitation | Regional Finance Corp of AL | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | NM Checking | Regional Finance Corp of NM | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | XXX Xxxxxxx | XXX | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | CRA/Depository (sweep account) | CRA | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | SC Trust CRA | CRA | |||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | NM NB Loan Solicitation Account | Regional Finance Corp of NM | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | NM Loan Solicitation Account | Regional Finance Corp of NM | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | OK NB Loan Solicitation Account | Regional Finance Corp of OK | Sweep Account | ||||||
| Xxxxx Fargo | XXXXXXXXXX |
Greenville | SC | OK Loan Solicitation Account | Regional Finance Corp of OK | Sweep Account | ||||||
| Xxxxx 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 Xxxxx Fargo, National Association (the “Xxxxx Fargo Revolver”), as the same has been amended, modified or supplemented.
