Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of February 20, 2018, by and among Regional Management Receivables, LLC, as borrower, Regional Management Corp., as servicer, Wells Fargo Bank, National Association, as lender, and Wells Fargo Securities, LLC, as administrative agent
Exhibit 10.3
AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 1 to the Amended and Restated Credit Agreement, is entered into as of February 20, 2018 (this Amendment), among Regional Management Receivables, LLC, a Delaware limited liability company, as borrower (the Borrower), Regional Management Corp., a Delaware corporation, as servicer (the Servicer), Wells Fargo Bank, National Association (Wells Fargo Bank), as the sole lender, and Wells Fargo Securities, LLC, as administrative agent for the Lenders (the Administrative Agent), and relates to the Amended and Restated Credit Agreement, dated as of November 21, 2017 (the Original Credit Agreement and, as amended by this Amendment, the Credit Agreement), among the Borrower, the Servicer, the Lenders, the Administrative Agent and Wells Fargo Bank, as account bank (in such capacity, the Account Bank), collateral custodian (in such capacity, the Collateral Custodian) and backup servicer (in such capacity, the Backup Servicer).
Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Original Credit Agreement.
RECITALS
WHEREAS, pursuant to Section 15.01 of the Original Credit Agreement, no amendment, waiver or other modification of any provision of the Original Credit Agreement shall be effective without the written agreement of the Borrower and the Administrative Agent and the consent of the Required Lenders; provided, however, that no such amendment, waiver or other modification shall, without the written consent of all Lenders, amend certain definitions and provisions in the Original Credit Agreement;
WHEREAS, Wells Fargo Bank, as the sole Lender, constitutes all Lenders and consents to this Amendment; and
WHEREAS, the parties hereto desire to amend the Original Credit Agreement on the terms and in the manner set forth herein.
NOW, THEREFORE, in reliance upon the foregoing facts and in consideration of the mutual agreements of the parties hereto, the parties hereby agree as follows:
Section 1.01. Amendment. Effective as of the date hereof, and subject to the satisfaction of the conditions precedent set forth in Section 1.03, the Original Credit Agreement is hereby amended as follows:
(a) The definition of Defaulted Receivable appearing in Section 1.01 of the Original Credit Agreement is hereby deleted and replaced with the following:
Defaulted Receivable means any Receivable (i) with respect to which any portion of a Scheduled Payment thereon remains unpaid for 180 days or more after the related due date for such payment, (ii) with respect to which the related Financed Vehicle (a) has been surrendered or repossessed and the redemption period, if any, granted the related Obligor by Applicable Law has expired, (b) is to be repossessed but is unable to
Amendment No. 1 to
A&R Credit Agreement
be located or is otherwise subject to being repossessed or (c) has been repossessed by the Servicer and held in its inventory for 90 days or more, (iii) which has been settled for less than the Principal Balance of such Receivable, (iv) which has been liquidated by the Servicer through the sale of the related Financed Vehicle, (v) for which Liquidation Proceeds have been received which, in the Servicers judgment, constitute the final amounts recoverable in respect of such Receivable or (vi) which has been charged-off (or should have been charged-off) or is deemed uncollectible in accordance with the Collection Policy. For purposes of computing the Pool Balance, the Principal Balance of any Receivable that becomes a Defaulted Receivable will be deemed to be zero as of the date it becomes a Defaulted Receivable.
(b) The definition of Effective Date Fee Letter appearing in Section 1.01 of the Original Credit Agreement is hereby deleted and replaced with the following:
Effective Date Fee Letter means, (i) prior to February 20, 2018, the fee letter, dated as of the Effective Date, and (ii) on and after February 20, 2018, the amended and restated fee letter dated February 20, 2018, among the Borrower, the Servicer and the Administrative Agent, setting forth, among other things, the Structuring Fee.
(c) The definition of Interest Rate appearing in Section 1.01 of the Original Credit Agreement is hereby deleted and replaced with the following:
Interest Rate means 3.25% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months with the exception of the first Interest Period, which will be computed on the basis of the actual number of days elapsed and a 360-day year.
Section 1.02. Representation and Warranties.
(a) Each of the Borrower and the Servicer, by executing this Amendment, hereby represents and warrants to the other parties hereto as of the date hereof that (i) each of its representations and warranties set forth in the Original Credit Agreement is true and correct in all material respects as if made on the date hereof (except to the extent any such representation and warranty expressly refers to an earlier date) and (ii) no Termination Event, Unmatured Termination Event or Servicer Termination Event has occurred and is continuing.
(b) Each of the Borrower and the Servicer, by executing this Amendment, hereby represents and warrants to the other parties hereto as of the date hereof that (i) the individual executing this Amendment on behalf of such party is duly authorized to do so, (ii) such party has full right and authority to enter into this Amendment and to consummate the transactions described in this Amendment and (iii) each of this Amendment, the Original Credit Agreement and the Credit Agreement constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms.
(c) Each of the Borrower and the Servicer hereby represents and certifies that this Amendment does not amend, modify or otherwise affect the rights or duties of the Account Bank, the Collateral Custodian or the Backup Servicer.
Amendment No. 1 to
A&R Credit Agreement
Section 1.03. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof, immediately upon satisfaction of the following conditions: (a) receipt by each of the parties hereto of an executed counterpart of this Amendment and (b) receipt of such other documents, certificates and opinions as the Lender or the Administrative Agent may reasonably request.
Section 1.04. Full Force and Effect. Except as hereby modified pursuant to this Amendment, the Original Credit Agreement shall continue in full force and effect. Each of the parties hereto, acknowledge and agree that the Amendments set forth in Section 1.01 hereof, shall have no retroactive effect on the terms set forth in the Original Credit Agreement.
Section 1.05. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN § 5-1401 AND § 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, LOCATED IN THE BOROUGH OF MANHATTAN AND THE FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
Section 1.06. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.
Section 1.07. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Amendment. By execution of this Amendment, the Lender acknowledges and consents to this Amendment pursuant to Section 15.01 of the Original Credit Agreement.
Section 1.08. Delivery to the Account Bank, Collateral Custodian and Backup Servicer. The Borrower shall promptly provide an executed copy of this Amendment to the Account Bank, the Collateral Custodian and the Backup Servicer.
Amendment No. 1 to
A&R Credit Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, as of the date first above written.
THE BORROWER: | REGIONAL MANAGEMENT RECEIVABLES, LLC | |||||||
By: | /s/ Donald E. Thomas | |||||||
Name: | Donald E. Thomas | |||||||
Title: | EVP and CFO | |||||||
THE SERVICER: | REGIONAL MANAGEMENT CORP. | |||||||
By: | /s/ Donald E. Thomas | |||||||
Name: | Donald E. Thomas | |||||||
Title: | EVP and CFO |
Amendment No. 1 to
A&R Credit Agreement
THE ADMINISTRATIVE AGENT: | WELLS FARGO SECURITIES, LLC | |||||||
By: | /s/ Brian Grushkin | |||||||
Name: | Brian Grushkin | |||||||
Title: | Director | |||||||
LENDER: | WELLS FARGO BANK, NATIONAL ASSOCIATION | |||||||
By: | /s/ Brian Grushkin | |||||||
Name: | Brian Grushkin | |||||||
Title: | Director |
Amendment No. 1 to
A&R Credit Agreement