SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Exhibit 10.1
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT
This Second Amendment to Fifth Amended and Restated Loan and Security Agreement (this “Amendment”) is made as of August 26, 2016, among Regional Management Corp. (“Regional”), 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, Regional Finance Company of Mississippi, LLC, Regional Finance Company of Kentucky, LLC and Regional Finance Company of Virginia, 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, Lenders and Agent are parties to that certain Fifth Amended and Restated Loan and Security Agreement, dated as of September 18, 2015 and amended on May 23, 2016 (and 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 “Loan Agreement”);
WHEREAS, the Borrowers acknowledge that as of the close of business on August 25, 2016, there was outstanding the aggregate principal amount of $421,641,480.25 under the revolving credit facility;
WHEREAS, the Borrowers have requested that the Agent and the Lenders modify certain provisions of the Loan Agreement to provide, among other things, for the extension of the Maturity Date and the increase of the amount of the Total Credit Facility, and the Agent and the Lenders have agreed to do so subject to the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto do hereby agree as follows:
Section 1 DEFINED TERMS; RECITALS.
Each defined term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement. The Borrowers, Lenders and Agent agree that the Recitals above are a part of this Amendment.
Section 2 AMENDMENTS. The Loan Agreement is hereby amended as follows:
| a. | Any reference to “the Special Purpose Subsidiary” shall be a reference to “a Special Purpose Subsidiary” or “any Special Purpose Subsidiary”, as the context requires. |
| b. | Any reference to “the Securitization” shall be a reference to “a Securitization”, as the context requires. |
| c. | Section 1.1 of the Loan Agreement is hereby amended by adding the words “shall mean” after the defined terms “Bank Product Provider”, “Base Rate”, “Borrower Materials”, “Excluded Property”, “Federal Funds Rate” and “Sanction” and, in each case, prior to the remainder of such definition. |
| d. | Section 1.1 of the Loan Agreement is hereby amended by deleting subsection (h) of the definition of “Collateral” and replacing it with the following: |
| • | “(h) all equity interests in any Borrower’s Subsidiaries (but not to exceed 65% of the equity interests of any Subsidiaries organized or formed under the laws of a jurisdiction other than the United States (or any state thereof) or the District of Columbia and excluding all equity interests of any Special Purpose Subsidiary);” |
| e. | Section 1.1 of the Loan Agreement is hereby amended by deleting subsections (f), (n) (u) and (v) of the definition of “Eligible Contracts” and replacing them with the following: |
| • | “(f) (i) are secured by Property located solely in the continental United States or (ii) if unsecured, (A) the aggregate Net Balance of such unsecured Contracts does not exceed $60,000,000, in the aggregate, at any given time and (B) such unsecured Contracts shall only remain Eligible Contracts if, upon a refinancing thereof, such unsecured Contracts are then secured by Property located solely in the continental United States;” |
| • | “(n) such Contract has not been subject to three (3) or more payment extensions within the last twelve months;” |
| • | “(u) (i) with respect to Small Loan Contracts that had an original term of less than 12 months, such Small Loan Contract has not been subject to any payment extension and (ii) with respect to Small Loan Contracts that had an original term of 12 months or greater and have been granted a payment extension, such Small Loan Contract is not more than 29 days contractually delinquent in making a payment scheduled thereunder;” |
| • | “(v) such Contract is not secured by a mobile home;” |
| f. | Section 1.1 of the Loan Agreement is hereby amended by adding the following definitions in alphabetical order in such section: |
| • | “Existing Term Loan Transaction shall mean the Credit Agreement, subject to the Intercreditor Agreement, dated as of December 11, 2015, by and among Regional Management Receivables, LLC, as borrower, Regional Management Corp., as servicer, the lenders from time to time party thereto, Wells Fargo Securities, LLC, as administrative agent for the lenders, and Wells Fargo Bank, National Association, as account bank, collateral custodian, and backup servicer.” |
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| • | “In-Transit Collateral shall mean collateral in transit after being executed at a site managed by a third-party referral source for which (a) copies of such collateral have been provided to the relevant Borrower, (b) such collateral shall be valued at an amount no greater than $1,000,000.00 in the aggregate at any given time and (c) such collateral is in-transit for no more than five (5) business days after such collateral has been granted.” |
| • | “Ineligibility Threshold shall have the meaning specified in Section 5.3.” |
| • | “Opinions Analysis shall have the meaning specified in Section 5.3.” |
| • | “Opinions Deadline shall have the meaning specified in Section 5.3.” |
| • | “Regulation AB shall mean Subpart ###-###-#### — Asset Backed Securities (Regulation AB), 17 C.F.R. §§ ###-###-#### ###-###-####, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities and Exchange Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) that are in effect on any specific date by the staff of the Securities and Exchange Commission, or as may be provided by the Securities and Exchange Commission or its staff from time to time.” |
| • | “Regulation RR shall mean Regulation RR under the Securities Exchange Act of 1934, codified at 17 C.F.R. Part 246.” |
| • | “Review Period shall have the meaning specified in Section 5.3.” |
| g. | Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of “Permitted Securitization Transfer” and replacing it with the following: |
| • | “Permitted Securitization Transfer shall mean the sale of Securitization Contracts by a Borrower to any Special Purpose Subsidiary, so long as (i) no Default or Event of Default will otherwise exist after giving effect to such transfer, (ii) such transfer is permitted pursuant to Section 8.18 and (iii) such transfer has been approved by Agent and each Lender.” |
| h. | Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of “Securitization” and replacing it with the following: |
| • | “Securitization shall mean (1) the Existing Term Loan Transaction and (2) any securitization or similar transaction approved by the Agent and each Lender in writing, (a) pursuant to which, among other things, a Borrower or Borrowers make Permitted Securitization Transfers to a Special Purpose Subsidiary pursuant to purchase and sale agreements or similar agreements (collectively with all indentures, servicing agreements, placement agency or underwriting agreements, |
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| trust agreements and other material documents and agreements executed in connection with a securitization or related thereto, the “Securitization Documents”) among such Borrower or Borrowers, such Special Purpose Subsidiary and other Persons under such securitization (which Securitization Documents shall be in form and substance satisfactory to Agent and shall not contravene any terms, covenants or provisions of this Agreement), and (b) which is subject to the Intercreditor Agreement by each applicable party in such Securitization; provided that with respect to the sale or transfer of Contracts pursuant to a Securitization, (i) the Borrowers have provided to Agent certified true copies of all related Securitization Documents, which shall be deemed to be confidential when delivered; (ii) the Borrowers have provided to Agent an opinion of Borrower’s counsel regarding the enforceability of any amendment to the Intercreditor Agreement; (iii) such Permitted Securitization Transfer shall not involve any recourse to the selling Borrower(s) or any other Borrower or any of their Subsidiaries, other than a Special Purpose Subsidiary, for any reason other than (A) repurchases or substitutions of non-eligible receivables and related assets solely as a result of a breach by such selling Borrower(s) of a representation or warranty with respect thereto under the Securitization Documents, (B) retention by the Sponsor or a Majority-Owned Affiliate of the Sponsor (as such terms are defined under Regulation RR) of not less than 5% of the credit risk for any asset that the Sponsor, through the issuance of an asset-backed security interest, transfers, sells or conveys to a third party in compliance with the obligations set forth under Regulation RR, as applicable, (C) liabilities and disclosure and reporting obligations under applicable federal and state securities laws, including Regulation AB, with respect to such Securitization, including, but not limited to, liabilities for customary indemnification obligations set forth under the applicable Securitization Documents, and (D) liabilities for payment of certain fees and expenses of the transaction parties under the applicable Securitization Documents; (iv) the Agent shall be reasonably satisfied that the terms of the Securitization and Securitization Documents are (in the good faith understanding of the Agent) consistent with those prevailing in the market for similar transactions involving a receivables originator/servicer of similar credit quality and a receivables pool of similar characteristics; and (v) the Securitization Documents shall not be amended or modified in any material respect without the prior written approval of Agent.” |
| i. | Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of “Securitization Approved Amount” from such section. |
| j. | Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of “Securitization Contracts” and replacing it with the following: |
| • | “Securitization Contracts shall mean Contracts, as listed on a schedule to be delivered to and approved by Agent at the time of such Securitization that have been sold, transferred and conveyed either directly or indirectly to a Special Purpose Subsidiary, but excluding any such Contracts that have been repurchased, reassigned or transferred to a Borrower by a Special Purpose Subsidiary, with the prior consent of the Agent.” |
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| k. | Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of “Special Purpose Subsidiary” and replacing it with the following: |
| • | “Special Purpose Subsidiary shall mean a direct or indirect Subsidiary of Regional formed for the purpose of entering into a Securitization, including, without limitation, Regional Management Receivables, LLC, a Delaware limited liability company, and performing its duties and obligations (and exercising its rights) under the Securitization Documents, and that is not used for any other purpose or to engage in any other business or activity.” |
| l. | Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of “Total Credit Facility” and replacing it with the following: |
| • | “Total Credit Facility shall mean $585,000,000.00.” |
| m. | Section 2.2(b)(ii) of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “(ii) After giving effect to any Borrowing, there may not be more than eight (8) different Interest Periods in effect.” |
| n. | Section 2.6(f) of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “(f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect.” |
| o. | Section 2.8 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “2.8 Unused Line Fee. Borrowers agree to pay, on the 1st day of each month (or another day designated by Agent during a calendar 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 >$185,000,000.00 | 0.50% | |
| If £$185,000,000.00 | 0.375%” |
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| p. | The first paragraph of Section 2.22 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “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 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 $650,000,000 (total commitments), or an aggregate amount that is equal to an amount which would increase the Commitments to $650,000,000 (total commitments), according to the following procedures:” |
| q. | Section 3.1 of the Loan 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 August 26, 2019, or such earlier date by acceleration or otherwise (“Maturity Date”). The Loans 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 Total Credit Facility in the event the effective date of termination occurs at any time on or prior to August 26, 2017, and (ii) one-half of one percent (0.50%) of the Total Credit Facility in the event the effective date of termination occurs at any time after August 26, 2018 and prior to the Maturity Date; and (d) with respect to any LIBOR Revolving Loans prepaid in 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; it being agreed that the prepayment penalties in the preceding sentence shall apply if the Agent accelerates the Maturity Date. 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.” |
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| r. | Section 4.1 of the Loan Agreement is hereby amended by adding the following sentence to the end of such section: |
| • | “In no event shall the grant of any Lien under any Loan Document secure an Excluded Swap Obligation of the granting obligor.” |
| s. | Section 4.4 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “4.4 Location of Collateral. Each Borrower represents and warrants that except for Collateral which has been delivered to Agent under the terms hereof (and In-Transit Collateral): (a) Schedule 4.4 is a correct and complete list of the locations of all of books and records concerning the Collateral, the locations of the Collateral, and the locations of all such Borrower’s places of business as of the Closing Date, except to the extent that newly acquired Collateral is in transit in the ordinary course of business to any such locations; and (b) the Collateral shall remain at all times in the possession of such Borrower. Each Borrower covenants and agrees that, except for Collateral in the possession of Agent (and In-Transit Collateral), it will not maintain the Collateral at any location other than those listed in Schedule 4.4, and will not otherwise change or add to those locations, unless such Borrower promptly executes and delivers to Agent any and all financing statements and other documents customarily required by Agent in such circumstance and, not less frequently than each calendar quarter, such Borrower delivers to Agent an update to Schedule 4.4; provided, however, that Agent may require, from time to time, more frequent updates to such Schedule 4.4 in its Permitted Discretion. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, each Borrower shall upon Agent’s request immediately deliver to Agent all Contracts and related Security Documents then existing and thereafter arising. With respect to convenience check (a/k/a live checks) stored electronically pursuant to the then current market practices and for which there is no originally executed documentation available (again, pursuant to the then current market practices), such Collateral shall be stored on an electronic system maintained by or on behalf of Borrower, which system must be at all times accessible by, and acceptable to, each of the Lenders. Borrower shall comply with any further requirements that any Lender may, from time to time, reasonably require in connection with the perfection of the Lenders’ security interest in any Collateral stored electronically.” |
| t. | A new Section 5.3 of the Loan Agreement is hereby added as follows: |
| • | “5.3 Opinions Regarding Form Contracts. The Borrowers shall use best efforts to deliver to the Agent, on or prior to April 30, 2017 (the “Opinions Deadline”), opinions of counsel, satisfactory to the Agent in its reasonable discretion, with respect to the compliance with applicable law of each form of contract used by any Borrower with respect to its Contracts; provided, however, that (i) an opinion of counsel shall not be required (A) if such opinion of counsel is no longer |
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| available to be provided (due to a change in the legal industry standard) for any such form of contract, and (B) if such form of contract, as determined by the Agent in its sole discretion, continues to comply with all other conditions of an Eligible Contract in this Agreement, (ii) the Agent shall have ten (10) business days following its receipt of any draft opinion of counsel within which to review and comment thereon (a “Review Period”), it being agreed that if the Agent does not deliver its comments to the Borrower within a Review Period, the Opinions Deadline shall be extended by one day for each day beyond the Review Period until the Agent delivers its comments to the Borrower, and (iii) the Borrower shall not be required to deliver opinions of counsel with respect to indirect automobile and retail lending forms of contract prepared by Wolters Kluwer, Bankers Systems, or The Reynolds and Reynolds Company, or such other company at the discretion of the Agent. At the time of the delivery of each monthly Borrowing Base Certificate following the Opinions Deadline (as such deadline may be extended pursuant to the terms of this paragraph), the Borrowers shall provide to the Agent an analysis (the “Opinions Analysis”), itemized by state, of all outstanding Contracts originated on forms of contract for which an opinion of counsel is required but has not been provided. Subject to the proviso in clause (i) hereof, if the aggregate Net Balance of such Contracts in a particular state on any given date exceeds 25% (the “Ineligibility Threshold”) of the aggregate Net Balance of all outstanding Contracts (excluding indirect automobile and retail lending Contracts) for such state, the Agent shall have the option (but not the obligation), upon sixty (60) days’ prior written notice to the Borrowers, to declare as immediately ineligible such Contracts originated on forms of contract for which an opinion of counsel is required but has not been provided until either (y) opinions of counsel, satisfactory to the Agent in its reasonable discretion, are delivered to the Agent with respect to forms of contract on which such Contracts are written, or (z) the aggregate Net Balance of such Contracts as a percentage of all Contracts outstanding (excluding indirect automobile and retail lending Contracts) for such state falls below the Ineligibility Threshold. It is further agreed that the Ineligibility Threshold shall decrease to 15% on September 30, 2017 and to 10% on December 31, 2017, and the Borrowers obligation to deliver the Opinions Analysis shall cease following December 31, 2017 when no group of Contracts exceeds the Ineligibility Threshold. The Agent expressly reserves all other rights to determine whether any Contract is an Eligible Contract.” |
| u. | Section 7.22 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “7.22 Assignments of Contracts and Security Documents. Upon the reasonable request of Agent, on a monthly basis in connection with the delivery of Compliance Certificates relating to the financial statements delivered for each fiscal quarter (or more frequently if requested by Agent), Borrowers shall execute and deliver to Agent formal written collateral assignments of all new Contracts and Security Documents securing the same entered into during the immediately preceding calendar month, and all such other documents as may be reasonably requested by Agent in connection therewith.” |
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| v. | Section 8.10(f) of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “(f) To the extent that the Agent determines that the loss reserves required under subsections (a)-(c) hereof are inadequate to cover Borrower’s losses with respect to the Contracts reserved against, the amount(s) of such shortfall(s) (adjusted for tax purposes using the Borrowers’ then current tax rate but only as to subsection (i) below) shall be deducted from (i) Borrowers’ Adjusted Tangible Net Worth for purposes of this Agreement and (ii) Borrowers’ Adjusted Net Income for purposes of calculating the Interest Coverage Ratio, to the extent such shortfall(s) was not previously deducted in the prior quarter’s Interest Coverage Ratio test (i.e., the quarterly change in the calculation).” |
| w. | Section 8.12 of the Loan Agreement is hereby amended by adding the words “then in effect” after the words “Management Incentive Plan” in each of subsections (iii) and (iv) of such Section. |
| x. | Section 8.13 of the Loan Agreement is hereby amended by changing the percentage in such section from “20%” to “15%” throughout such section. |
| y. | Section 8.18 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “8.18 Securitization. |
(a) Borrowers may, from time to time, request the consent of the Agent and Lenders to consummate a Securitization. The Agent and the Lenders may (but are not required to) consent to such Securitization so long as: (i) such Securitization is pursuant to Securitization Documents; (ii) such sale or transfer of Securitization Contracts consummated pursuant to the Securitization is made by the Borrower to a Special Purpose Subsidiary, (iii) no Event of Default shall exist at the time of, and no Default or Event or Default shall result from, exist or continue after giving effect to, such sale or transfer, (iv) after giving effect to such sale or transfer, the receivables under the Securitization Contracts (calculated as if such Securitization Contracts were Contracts) outstanding under the Securitization (calculated as of the month end prior to such sale or transfer if occurring during a month but giving effect to such sale or transfer) shall not exceed an amount approved by Agent (i.e., a Permitted Securitization Transfer), as certified to by Borrowers; (v) pursuant to such Securitization, the Borrowers receive net cash proceeds of a percentage (as determined by Agent) of the value of the Securitization Contracts (the evidence of which is reasonably satisfactory to Agent), and such net proceeds of such Securitization are promptly applied to reduce the existing indebtedness under the Loan Agreement by an amount (as determined by Agent in its Permitted Discretion) equal to no less than the amount that the Lenders would have advanced (at the then applicable Advance Rate) with respect to such Securitization Contracts (had they not been part of the Securitization), and (vi) Borrowers pay solely out of the proceeds of such Securitization, certain expenses incurred in connection with the consummation of such Securitization (including without limitation, legal and other third party fees and expenses).
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(b) Borrowers shall notify the Agent within three (3) Business Days of: (i) the occurrence of a “servicer default” or “event of default” (or terms comparable thereto) under any Securitization Document; or (ii) any demand, request or notice that with respect to any obligation to repurchase, redeem or retire any notes or securities relating to a Securitization or Securitization Contracts and/or related assets.”
| z. | Section 8.9(a) of the Loan Agreement is hereby amended by adding the words “(i) non-cash stock compensation expense and (ii)…” after the word “plus” in such section. |
| aa. | Section 8.9(b) of the Loan Agreement is hereby amended by adding the words “(i) non-cash stock compensation expense and (ii)…” after the word “plus” in such section. |
| bb. | Section 9.2 of the Loan Agreement is hereby amended by deleting the dollar amount of “$1,000.00” and replacing it with “$1,100.00” and deleting the dollar amount of “$125,000.00” and replacing it with “$150,000.00”. |
| cc. | Section 10.1(d) of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “(d) Other Covenants. Failure by any Borrower or any Guarantor to comply with any other covenants or agreements relating to any Borrower or any Guarantor as contained in this Agreement, any Guaranty, or any other agreement executed in connection herewith or therewith (excluding: (i) in respect of any Bank Products and (ii) any failure to comply with Section 5.3) for more than 30 days (to the extent such failure can be cured and such Borrower or Guarantor, as applicable, is actively pursuing such cure in good faith but otherwise immediately) after such failure shall first become known to any Borrower or to any Guarantor; or failure by any Borrower to comply with any covenant or agreement relating to such Borrower as contained in any agreement in respect of Bank Products beyond the applicable grace or cure period, if any, applicable thereto.” |
| dd. | Section 10.1(g) of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “(g) Default in Other Agreements. Default in the payment of any sum due under any instrument of Debt for borrowed money in excess of $2,500,000.00 owed by any Borrower or any Guarantor to any Person or any other default under such instrument of indebtedness which permits such indebtedness to become due prior to its stated maturity or permits the holders of such indebtedness to elect a majority of the board of directors or manage the business of any Borrower or any Guarantor; provided, however, no Event of Default shall result hereunder if such Borrower or Guarantor cures such other default (in accordance with the cure provisions of such other agreement) or if the Person to whom such Debt is owed waives such default.” |
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| ee. | Section 11.1(b) of the Loan Agreement is hereby amended by changing the amount in such section from “$600,000,000.00” to “$650,000,000.00”. |
| ff. | Section 11.1(j) of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
“(j) change the definitions of “Availability”, “Majority Lenders”, “Required Lenders” or “Securitization”;”
| gg. | Section 13.24 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: |
| • | “13.24 Replacement of Lenders. If (a) only one Lender requests compensation under Paragraph 2.13, (b) if a Borrower is required to pay any additional amount to only one Lender or any Governmental Authority for the account of one Lender pursuant to Paragraph 2.11, (c) if any Lender is a Defaulting Lender, (d) if any Lender is acquired by or merges with any other Person and such Lender is not the surviving Person, or (e) if only one Lender fails to approve an amendment, consent or waiver hereunder (including, in connection with a Securitization or substantially similar transaction proposed by the Borrowers) which is approved by the Majority Lenders, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and Agent, (1) notwithstanding clauses (i), (iii) and (iv) below, prepay all outstanding amounts owed to such Lender, as more specifically described in clause (ii) below (plus any prepayment penalty set forth in Paragraph 3.1), in connection with the closing of any Securitization (or substantially similar transaction proposed by the Borrowers) and permanently reduce the aggregate Commitments by the Commitment held by such Lender or (2) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Paragraph 11.2), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: |
(i) Borrowers or the assignee shall have paid Agent the assignment fee specified in subparagraph 11.2(a).
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Paragraph 2.14 from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);
(iii) such assignment does not conflict with applicable laws; and
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(iv) such assignment is completed within ninety (90) days of any request in (a) above, payment in (b) above, default in (c) above, merger in (d) above, or any failure to approve in (e) above .
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. The right to replace a Lender hereunder in subparagraphs (a), (b) and (e) does not apply if more than one Lender is affected in each scenario.”
| hh. | The Schedules attached to the Loan Agreement are hereby replaced with the Schedules attached hereto as Exhibit A. |
Section 3 REPRESENTATIONS AND WARRANTIES.
Each of the Borrowers hereby represents and warrants to the Agent, as of the Amendment Effective Date, as follows:
3.1 Authorization; Enforceability; Ratification. This Amendment has been duly and validly executed by an authorized officer of such Borrower and constitutes the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. The Loan Agreement remains in full force and effect and remains the valid and binding obligation of each such Borrower enforceable against such Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
3.2 No Default or Event of Default. No Default or Event of Default is existing under the Loan Agreement and no Default or Event of Default will occur as a result of the effectiveness of this Amendment.
3.3 Restatement of Representations and Warranties; Schedules. The representations and warranties of such Borrower contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) on and as of the date of this Amendment as though made on the date of this Amendment (except for representations and warranties that expressly relate to an earlier date). The Schedules to the Loan Agreement are accurate and complete on and as of the date of this Amendment (except for Schedules that expressly relate to an earlier date).
Section 4 CONDITIONS TO EFFECTIVENESS.
This Amendment shall become effective (the “Amendment Effective Date”) 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,
12
(c) the Agent shall have received an executed Reaffirmation from the Guarantors, (d) the Agent shall have received executed each of the Notes (to the extent such are being amended and restated hereto), (e) (I) the Borrowers shall have paid to Agent a non-refundable amendment fee, in full in cash, equal to $269,000.00, to be distributed by Agent pro-rata based on Commitment percentage (i.e. Bank of America, N.A. = $82,500.00, Wells Fargo Bank, National Association = $65,000.00, BMO Harris Financing, Inc. = $44,000.00, Capital One, N.A. = $37,500.00, Texas Capital Bank, N.A. = $15,000.00, First Tennessee Bank National Association = $17,500.00 and Capital Bank, N.A. = $7,500.00) and (II) the Borrower shall have paid to Agent a non-refundable commitment increase fee, in full in cash equal to $117,500.00, to be distributed by Agent as follows: $75,000.00 to Bank of America, N.A., $30,000.00 to BMO Harris Financing, Inc. and $12,500.00 to First Tennessee Bank National Association, (f) the Agent shall have received an opinion of Alston & Bird, LLP, in form and content acceptable to Agent in connection with this Amendment and (g) the Agent shall have received such additional closing documents as it shall reasonably specify in connection with the transactions contemplated hereby.
Section 5 MISCELLANEOUS.
5.1 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflict of law principles except federal laws relating to national banks.
5.2 Severability. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment.
5.3 Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument, and counterparts hereof may be delivered by facsimile or .PDF electronic transmission which shall be effective as a manually signed original counterpart.
5.4 Headings. Section headings used in this Amendment are for the convenience of reference only and are not a part of this Amendment for any other purpose.
5.5 Negotiations. By accepting this Amendment, each Borrower acknowledges and agrees that all of the provisions contained herein were negotiated and agreed to in good faith after discussion with the Agent.
5.6 Nonwaiver. Except as set forth in Section 2 above or as otherwise expressly set forth herein, the execution, delivery, performance and effectiveness of this Amendment shall not operate as, or be deemed or construed to be, a waiver: (a) of any right, power or remedy of the Agent under the Loan Agreement or the other Loan Documents or (b) of any term, provision, representation, warranty or covenant contained in the Loan Agreement or any other Loan Document. Further, none of the provisions of this Amendment, except as set forth in Section 2 above, shall constitute, be deemed to be or construed as, a waiver of any Default or Event of Default under the Loan Agreement.
13
5.7 Reference to and Effect on the Loan Agreement; Successor and Assigns. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Loan Agreement, as modified by this Amendment and each reference to the Loan Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Loan Agreement shall mean and be a reference to the Loan Agreement, as modified by this Amendment. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
5.8 Acknowledgment; Release of Claims. No Borrower is aware of any claim or offset against, or defense or counterclaim to, such Borrower’s obligations or liabilities under the Loan Agreement or any Loan Document to which it is a party. In consideration of the Lender’s agreements contained in this Amendment, each Borrower hereby irrevocably releases and forever discharges the Agent and its Affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a “Released Person”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Borrower ever had or now has against the Agent or any other Released Person which relates, directly or indirectly, to any acts or omissions of the Agent or any other Released Person relating to the Loan Agreement or any Loan Document on or prior to the date hereof.
5.9 Reaffirmation. Each of the parties hereto (as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, under the Loan Documents) hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Loan Agreement and the other Loan Documents to which it is a party and (ii) to the extent such party has granted liens on or security interests in any of its property pursuant to the Loan Agreement or any other Loan Document as security for or otherwise guaranteed the Obligations, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the parties hereto hereby consents to this Amendment and hereby ratifies and affirms the Loan Agreement and the other Loan Documents, as modified hereby.
5.10 Waiver of Jury Trial. 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.
5.11 Loan Document. This Amendment is a Loan Document.
5.12 Fees and Expenses. The Borrowers shall pay all outstanding costs, expenses and fees of the Agent and its advisors, service providers and legal counsels incurred in connection with the documentation of this Amendment.
[Signature Pages Follow]
14
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers or agents thereunto duly authorized as of the date first written above.
| 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 | ||
| REGIONAL FINANCE COMPANY OF KENTUCKY, LLC | ||
| REGIONAL FINANCE COMPANY OF VIRGINIA, LLC, as Regional Borrowers | ||
| By: | /s/ Donald E. Thomas | |
| Name: Donald E. Thomas | ||
| Title: EVP and CFO | ||
| Address: 509 West Butler Road, Greenville, South Carolina 29607 | ||
| AGENT | ||
| BANK OF AMERICA, N.A., as Agent | ||
| By: | /s/ Bruce Jenks | |
| Name: Bruce Jenks | ||
| Title: Senior Vice President | ||
| Address: | 4 Sentry Parkway, Suite 200 | |
| Blue Bell, PA 19422 | ||
| Attn: Bruce Jenks | ||
| Telecopy: | 646 ###-###-#### | |
| LENDERS | ||
| BANK OF AMERICA, N.A., as a Lender and Letter of Credit Issuer | ||
| By: | /s/ Bruce Jenks | |
| Name: Bruce Jenks | ||
| Title: Senior Vice President | ||
| Commitment = $195,000,000.00 | ||
| BMO HARRIS FINANCING, INC., as a Lender | ||
| By: | /s/ Michael S. Cameli | |
| Name: Michael S. Cameli | ||
| Title: Director | ||
| Commitment = $100,000,000.00 | ||
| FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Micah Dickey | |
| Name: Micah Dickey | ||
| Title: Vice President | ||
| Commitment = $40,000,000.00 | ||
| CAPITAL ONE, N.A., | ||
| as a Lender | ||
| By: | /s/ Beverly Abrahams | |
| Name: Beverly Abrahams | ||
| Title: Senior Vice President | ||
| Commitment = $75,000,000.00 | ||
| TEXAS CAPITAL BANK, N.A. as a Lender | ||
| By: | /s/ Stephanie Bowman | |
| Name: Stephanie Bowman | ||
| Title: Senior Vice President | ||
| Commitment = $30,000,000.00 | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION as a Lender | ||
| By: | /s/ Thomas M. Romanowski | |
| Name: Thomas M. Romanowski | ||
| Title: Vice President | ||
| Commitment = $130,000,000.00 | ||
| CAPITAL BANK, N.A. as a Lender | ||
| By: | /s/ Lam B. Britton | |
| Name: Lam B. Britton | ||
| Title: Senior Vice President | ||
| Commitment = $15,000,000.00 | ||
SCHEDULE 4.4
LOCATIONS OF BOOKS AND RECORDS AND COLLATERAL
The following is a correct and complete list of the locations of all books and records concerning the Collateral, the locations of the Collateral, and the locations of all Borrowers’ places of business as of the Closing Date:
501 West Butler Road, Greenville, South Carolina 29607
503 West Butler Road, Greenville, South Carolina 29607
507 West Butler Road, Greenville, South Carolina 29607
509 West Butler Road, Greenville, South Carolina 29607
511 West Butler Road, Greenville, South Carolina 29607
9303 Monroe Road, Suite A, Charlotte, North Carolina 28270
979 Batesville Road, Suite B, Greer, South Carolina 29651
The following branch locations:
| Branch # | Street Address | City | State | Zip | ||||
| 101 | 101 Verdae Boulevard, Suite 130 | Greenville | SC | 29607-3887 | ||||
| 102 | 528 Knox Abbott Drive | Cayce | SC | 29033-4125 | ||||
| 103 | 1544 West Floyd Baker Blvd | Gaffney | SC | 29341-1204 | ||||
| 104 | 1924 Remount Road | North Charleston | SC | 29406-3241 | ||||
| 105 | 120 Highway 14, Suite C | Simpsonville | SC | 29681-6056 | ||||
| 106 | 2303 Boundary Street, Suite 3 | Beaufort | SC | 29902-3720 | ||||
| 107 | 1200 Sam Rittenburg Blvd, Suite B | Charleston | SC | 29407-5006 | ||||
| 108 | 6729 Two Notch Road Suite L | Columbia | SC | 29223-7535 | ||||
| 109 | 314 Richland Avenue West | Aiken | SC | 29801-3868 | ||||
| 110 | 110A N. Memorial Avenue | Walterboro | SC | 29488-3908 | ||||
| 111 | 1047 Broad Street | Camden | SC | 29020-4307 | ||||
| 112 | 592 N. Anderson Road | Rock Hill | SC | 29730-7300 | ||||
| 113 | 251 Broad Street | Sumter | SC | 29150-4146 | ||||
| 114 | 1450 W. O. Ezell Blvd, Suite 950 | Spartanburg | SC | 29301-1500 | ||||
| 115 | 718A Montague Avenue | Greenwood | SC | 29649-1439 | ||||
| 118 | 302 Main Street | Conway | SC | 29526-5131 | ||||
| 119 | 1113 N. Fraser Street | Georgetown | SC | 29440-2851 | ||||
| 121 | 2705 North Main Street, Suite C | Anderson | SC | 29621-3283 | ||||
| 122 | 642 John C. Calhoun Drive | Orangeburg | SC | 29115-6169 | ||||
| 123 | 810 Dutch Square Boulevard, Suite 102 | Columbia | SC | 29210-7318 | ||||
| 124 | 145 Hwy 15 & 401 Bypass, Suite 7 | Bennettsville | SC | 29512-4359 | ||||
| 125 | 112 East Carolina Avenue | Hartsville | SC | 29550-4214 | ||||
| 126 | 115 E. Richardson Avenue | Summerville | SC | 29483-6332 | ||||
| 127 | 2889 Main Street | Newberry | SC | 29108-4133 | ||||
| 128 | 109 East Main Street | Lake City | SC | 29560-2626 | ||||
| 129 | 410 N. Duncan Bypass, Suite D | Union | SC | 29379-8641 | ||||
| 130 | 517 Radford Blvd, Suite D | Dillon | SC | 29536-2469 |
| Branch # | Street Address | City | State | Zip | ||||
| 131 | 1309 B West Poinsett Street | Greer | SC | 29650-1251 | ||||
| 132 | 605 Broadway Street | Myrtle Beach | SC | 29577-3814 | ||||
| 133 | 6932 Calhoun Memorial Hwy., Suite G | Easley | SC | 29640-3572 | ||||
| 134 | 226 S. Main Street | Lancaster | SC | 29720-2444 | ||||
| 135 | 1107 East Godbold Street | Marion | SC | 29571-3907 | ||||
| 136 | 129 Lee Avenue | Hampton | SC | 29924-3439 | ||||
| 137 | 1612 State Road, Suite A-14 | Cheraw | SC | 29520-2401 | ||||
| 139 | 141 E. Church Street, Suite M | Batesburg-Leesville | SC | 29070-7066 | ||||
| 140 | 104 Bi-Lo Way, Suite A2 | Moncks Corner | SC | 29461-3975 | ||||
| 141 | 197 Main Street | Barnwell | SC | 29812-1847 | ||||
| 142 | 721 U.S. Hwy 321 Bypass S, Unit 11 | Winnsboro | SC | 29180-6326 | ||||
| 143 | 3720 Boiling Springs Rd, Suite F | Boiling Springs | SC | 29316-5760 | ||||
| 144 | 211 Oconee Square Drive | Seneca | SC | 29678-2546 | ||||
| 145 | 507 N. Harper Street, Suite D | Laurens | SC | 29360-2337 | ||||
| 146 | 348 North Highway 701, Unit 1 | Loris | SC | 29569-2464 | ||||
| 147 | 404 E. Martintown Road, Suite D | North Augusta | SC | 29841-4236 | ||||
| 148 | 938 E. Liberty Street | York | SC | 29745-1662 | ||||
| 149 | 200 West Mill Street | Kingstree | SC | 29556-3340 | ||||
| 151 | 134 Saint James Avenue, Suite 6 | Goose Creek | SC | 29445-2995 | ||||
| 152 | 815 West Greenwood Street, Suite 3 | Abbeville | SC | 29620-2471 | ||||
| 153 | 229 Apple Square Plaza | Edgefield | SC | 29824-4203 | ||||
| 154 | 218 City Square | Belton | SC | 29627-1433 | ||||
| 155 | 1035 Johnnie Dodds Blvd., Suite C-7 | Mt. Pleasant | SC | 29464-6154 | ||||
| 156 | 867 U.S. Highway 17 South | North Myrtle Beach | SC | 29582-3428 | ||||
| 157 | 7509 Garners Ferry Road, Suite F | Columbia | SC | 29209-2664 | ||||
| 158 | 3405 White Horse Road, Suite C | Greenville | SC | 29611-5947 | ||||
| 159 | 4490 Socastee Boulevard | Myrtle Beach | SC | 29588-7206 | ||||
| 160 | 7249 Saint Andrews Road, Suite B | Columbia | SC | 29212-1178 | ||||
| 180 | 2523 S. Cashua Drive | Florence | SC | 29501-5350 | ||||
| 187 | 475 N. Main Street, Suite D | Hemingway | SC | 29554-9191 | ||||
| 189 | 103 South Brooks Street | Manning | SC | 29102-3111 | ||||
| 190 | 509 12th Street | West Columbia | SC | 29169-6334 | ||||
| 301 | 2301 Wade Hampton Blvd., Suite 3 | Greenville | SC | 29615-1059 | ||||
| 302 | 710 South Pendleton Street | Easley | SC | 29640-3526 | ||||
| 303 | 6729 Two Notch Road, Unit B | Columbia | SC | 29223-7535 | ||||
| 304 | 110 Garner Road, Suite 10 | Spartanburg | SC | 29303-3155 | ||||
| 305 | 1291 John C. Calhoun Drive | Orangeburg | SC | 29115-6672 | ||||
| 306 | 1222 West Evans Street | Florence | SC | 29501-3322 | ||||
| 307 | 8600 Dorchester Road, Suite 203 | North Charleston | SC | 29420-7383 | ||||
| 308 | 479 Bypass 72 NW, Suite 111 | Greenwood | SC | 29649-1405 | ||||
| 309 | 5175 Sunset Boulevard, Suite 4 | Lexington | SC | 29072-7320 | ||||
| 311 | 124 Commons Parkway | Anderson | SC | 29621-4133 |
| Branch # | Street Address | City | State | Zip | ||||
| 312 | 1300 Savannah Highway, Suite 11 | Charleston | SC | 29407-7849 | ||||
| 313 | 708 Bultman Drive | Sumter | SC | 29150-2517 | ||||
| 501 | 2523 East Fifth Street | Tyler | TX | 75701-3544 | ||||
| 502 | 1518 Pennsylvania Avenue | Fort Worth | TX | 76104-2027 | ||||
| 503 | 217 S. Oklahoma Avenue, Suite D | Weslaco | TX | 78596-7970 | ||||
| 504 | 2912 N. Laurent Street | Victoria | TX | 77901-4141 | ||||
| 505 | 509 S. Bicentennial Blvd | McAllen | TX | 78501-5217 | ||||
| 506 | 318 E. Jackson Street | Harlingen | TX | 78550-6850 | ||||
| 507 | 502 W. Calton Road, Suite 109 | Laredo | TX | 78041-6631 | ||||
| 508 | 2200 Boca Chica Blvd, Suite 104 | Brownsville | TX | 78521-2241 | ||||
| 509 | 1121 SW Military Drive, Suite 103 | San Antonio | TX | 78221-1672 | ||||
| 510 | 4918 Ayers Road, Ayers Plaza, Suite 136 | Corpus Christi | TX | 78415-1431 | ||||
| 511 | 1104-B North Meadow | Laredo | TX | 78040-5349 | ||||
| 512 | 2400 Veterans Blvd., Suite 10 | Del Rio | TX | 78840-3136 | ||||
| 513 | 4761 E. Hwy. 83, Suite B | Rio Grande City | TX | 78582-6494 | ||||
| 514 | 2708 H E. Griffin Parkway | Mission | TX | 78572-3309 | ||||
| 515 | 206-B West San Antonio Street | San Marcos | TX | 78666-5585 | ||||
| 516 | 14145 Nacogdoches Road, Suite 1 | San Antonio | TX | 78247-1931 | ||||
| 517 | 220 Jefferson Street | Eagle Pass | TX | 78852-4820 | ||||
| 518 | 2551 Judson Road, Suite C | Longview | TX | 75605-4645 | ||||
| 519 | 8868 Research Boulevard, Suite 705 | Austin | TX | 78758-8522 | ||||
| 520 | 3221 Wurzbach Road | San Antonio | TX | 78238-4002 | ||||
| 521 | 218 E. Kleberg Avenue | Kingsville | TX | 78363-4573 | ||||
| 522 | 840 Secretary Drive | Arlington | TX | 76015-1640 | ||||
| 523 | 817 W. Pioneer Parkway, Suite 156 | Grand Prairie | TX | 75051-4738 | ||||
| 524 | 1615 N. Valley Mills Drive | Waco | TX | 76710-2552 | ||||
| 525 | 3655 Fredericksburg Road, Suite 119 | San Antonio | TX | 78201-3859 | ||||
| 526 | 1710 C, Suite 101 South Texas Avenue | Bryan | TX | 77802-1019 | ||||
| 527 | 2314 W. Adams Avenue, Suite C | Temple | TX | 76504-3931 | ||||
| 528 | 2725 NE 28th Street, Suite 130 | Fort Worth | TX | 76111-2966 | ||||
| 529 | 1918 North Story Rd. | Irving | TX | 75061-1936 | ||||
| 530 | 3115 S. 1st Street | Garland | TX | 75041-3422 | ||||
| 531 | 719 West William Cannon Drive, Suite 112 | Austin | TX | 78745-3981 | ||||
| 532 | 1645 E. Canton Rd | Edinburg | TX | 78542-2925 | ||||
| 533 | 1804 Wirt Road | Houston | TX | 77055-2407 | ||||
| 534 | 5517 Airline Drive, Suite E | Houston | TX | 77076-4946 | ||||
| 535 | 3910 Fairmont Parkway, Suite D | Pasadena | TX | 77504-3066 | ||||
| 536 | 12220 Murphy Road, Suite H | Stafford | TX | 77477-2410 | ||||
| 537 | 6240 Phelan Boulevard | Beaumont | TX | 77706-6120 | ||||
| 538 | 4525 Rigsby Avenue, Suite 106 | San Antonio | TX | 78222-1275 | ||||
| 539 | 459 Uvalde Road | Houston | TX | 77015-3717 | ||||
| 540 | 3401 W. Davis Street, Suite A1 | Conroe | TX | 77304-1841 |
| Branch # | Street Address | City | State | Zip | ||||
| 541 | 6003 Bellaire Blvd., Suite G | Houston | TX | 77081-5421 | ||||
| 542 | 500 N. Oregon, Suite E | El Paso | TX | 79901-1124 | ||||
| 543 | 8720 Alameda Avenue, Suite A | El Paso | TX | 79907-6275 | ||||
| 544 | 10755 N. Loop Drive, Suite P | Socorro | TX | 79927-4694 | ||||
| 545 | 3333 N. Yarbrough Drive, Suite V | El Paso | TX | 79925-1739 | ||||
| 546 | 9861 Dyer Street, Suite 4 | El Paso | TX | 79924-4747 | ||||
| 547 | 6920 Delta Drive, Suite 2 | El Paso | TX | 79905-5519 | ||||
| 548 | 1605 George Dieter Drive, Suite 302 | El Paso | TX | 79936-6586 | ||||
| 549 | 3806 Avenue I, Suite 22 | Rosenberg | TX | 77471-3951 | ||||
| 550 | 7500 Eckhert Road, Suite 460 | San Antonio | TX | 78240-3068 | ||||
| 551 | 5015 FM 2920 Road, Suite B | Spring | TX | 77388-3114 | ||||
| 552 | 230 W. Parker Road, Suite 190 | Plano | TX | 75075-2383 | ||||
| 553 | 11819 West Avenue, Suite 2 | San Antonio | TX | 78216-2533 | ||||
| 554 | 3465 W. Walnut Street, Suite 107 | Garland | TX | 75042-7169 | ||||
| 555 | 1015 S. Mays Street, Suite 101 | Round Rock | TX | 78664-6745 | ||||
| 556 | 6242 Rufe Snow Drive, Suite 230 | North Richland Hills | TX | 76148-3347 | ||||
| 557 | 1703 Shaver Street | Pasadena | TX | 77502-2027 | ||||
| 558 | 2550 Broadway Street | Pearland | TX | 77581 | ||||
| 559 | 11925 Southwest Freeway, Suite 6 | Stafford | TX | 77477-2300 | ||||
| 560 | 4485 North Freeway | Houston | TX | 77022 | ||||
| 561 | 873 S. Mason Road, Suite 324 | Katy | TX | 77450-3882 | ||||
| 562 | 3917 W. Camp Wisdom Road, Suite 107 | Dallas | TX | 75237-2468 | ||||
| 563 | 2506 25th Avenue North, Suite 2 | Texas City | TX | 77590-4666 | ||||
| 564 | 2901 Alta Mere Drive, Suite 1000 | Fort Worth | TX | 76116-4180 | ||||
| 565 | 1700 N. Zaragoza Road, Suite 103 | El Paso | TX | 79936-7964 | ||||
| 566 | 14181 Northwest Freeway | Houston | TX | 77040-5013 | ||||
| 567 | 1931 Texas Parkway | Missouri City | TX | 77489-3121 | ||||
| 568 | 1101 E. Highway 6, Suite A | Alvin | TX | 77511-2878 | ||||
| 569 | 2364 E. Southcross Blvd. | San Antonio | TX | 78223-2263 | ||||
| 570 | 1420 FM1960 Bypass Rd. E, Suite 118 | Humble | TX | 77338-3934 | ||||
| 571 | 5488 Walzem Road | San Antonio | TX | 78218-2125 | ||||
| 572 | 2301 N. Collins Street, Suite 116 | Arlington | TX | 76011-2645 | ||||
| 573 | 901 N Raul Longoria Rd, Suite 4 | San Juan | TX | 78589-3747 | ||||
| 574 | 4010 W. Commerce Street, Suite 101 | San Antonio | TX | 78207-3650 | ||||
| 575 | 4902 Holly Road, Suite 112 | Corpus Christi | TX | 78411-4767 | ||||
| 576 | 16876 Stuebner Airline Road | Spring | TX | 77379-6207 | ||||
| 577 | 713 W Wheatland Rd | Duncanville | TX | 75116 | ||||
| 578 | 3719 N Fry Rd, Suite O | Katy | TX | 77449-6740 | ||||
| 579 | 4509 50th Street | Lubbock | TX | 79414-3611 | ||||
| 580 | 4070 N. Belt Line Road, Suite 153 | Irving | TX | 75038-5010 | ||||
| 581 | 12637 Westheimer Road, Suite 150 | Houston | TX | 77077-5746 | ||||
| 582 | 9714 Potranco Road, Suite 113 | San Antonio | TX | 78251-9617 |
| Branch # | Street Address | City | State | Zip | ||||
| 583 | 2400 E. Oltorf Street, Suite 12A | Austin | TX | 78741-4567 | ||||
| 584 | 2644 SW 34th Avenue | Amarillo | TX | 79109-4806 | ||||
| 585 | 1607 East 8th Street | Odessa | TX | 79761-4806 | ||||
| 586 | 2252 E. Main Street | Uvalde | TX | 78801-4947 | ||||
| 587 | 1645 Pat Booker Road, Suite 115 | Universal City | TX | 78148-3400 | ||||
| 588 | 810 E. Veterans Blvd, Suite F | Palmview | TX | 78572-5019 | ||||
| 589 | 3552 Sherwood Way | San Angelo | TX | 76901-3533 | ||||
| 590 | 7097 N Expressway 77, Suite 4 | Olmito | TX | 78575-9808 | ||||
| 591 | 3482 Catclaw Drive | Abilene | TX | 79606-8224 | ||||
| 592 | 1909 Texoma Parkway, Suite G | Sherman | TX | 75090-2668 | ||||
| 593 | 3301 E. Rancier Avenue, Suite 103G | Killeen | TX | 76543-7855 | ||||
| 594 | 601 Sunset Street | Denton | TX | 76201-2665 | ||||
| 595 | 1812 Santa Fe Drive, Suite D | Weatherford | TX | 76086-6429 | ||||
| 596 | 2708 Southwest Parkway, Suite 114 | Wichita Falls | TX | 76308-3727 | ||||
| 597 | 386 Landa Street, Suite B | New Braunfels | TX | 78130-5401 | ||||
| 598 | 120 FM 2821 Road W, Suite C | Huntsville | TX | 77320-8414 | ||||
| 601 | 473 Hendersonville Road, Suite A | Asheville | NC | 28803-2892 | ||||
| 602 | 2367 Hwy 70 SE | Hickory | NC | 28602-8300 | ||||
| 650 | 2568 West Franklin Blvd. | Gastonia | NC | 28052-1250 | ||||
| 651 | 7309 E. Independence Blvd., Suite 24 | Charlotte | NC | 28227-9439 | ||||
| 652 | 230 Signal Hill Drive | Statesville | NC | 28625-4327 | ||||
| 653 | 3733 B Farmington Drive | Greensboro | NC | 27407-6246 | ||||
| 654 | 2108 N. Centennial Street, Suite 114 | High Point | NC | 27262-7742 | ||||
| 655 | 3193-D Peters Creek Parkway | Winston-Salem | NC | 27127-4710 | ||||
| 656 | 811 S. Jake Alexander Blvd. | Salisbury | NC | 28147-9058 | ||||
| 657 | 9601 N Tryon Street, Suite H | Charlotte | NC | 28262-8460 | ||||
| 658 | 3306 Highway 74 West, Unit D | Monroe | NC | 28110-8695 | ||||
| 659 | 6407 South Blvd., Suite J | Charlotte | NC | 28217-4401 | ||||
| 660 | 638 Spartanburg Highway, Suite 30 | Hendersonville | NC | 28792-5921 | ||||
| 661 | 2140 S. Church Street | Burlington | NC | 27215-5328 | ||||
| 662 | 704-C E. Broad Avenue | Rockingham | NC | 28379-4343 | ||||
| 663 | 1337 C East Dixie Drive | Asheboro | NC | 27203-8889 | ||||
| 664 | 3379 Cloverleaf Parkway | Kannapolis | NC | 28083-6991 | ||||
| 665 | 808 East Franklin Blvd. | Gastonia | NC | 28054-4241 | ||||
| 667 | 2403 Battleground Avenue, Suite 10 | Greensboro | NC | 27408-4035 | ||||
| 668 | 420 Eastwood Road, Suite 101 | Wilmington | NC | 28403-1866 | ||||
| 669 | 4011 Capital Blvd., Suite 123 | Raleigh | NC | 27604-3486 | ||||
| 670 | 5410 NC Highway 55, Suite R | Durham | NC | 27713-7802 | ||||
| 671 | 4964 Martin View Lane | Winston-Salem | NC | 27104-5066 | ||||
| 672 | 1111 Ireland Drive, Suite 102 | Fayetteville | NC | 28304-3329 | ||||
| 673 | 588 Bailey Road, Suite E | Lumberton | NC | 28358-2470 | ||||
| 674 | 3250 Wilkinson Blvd, Suite H | Charlotte | NC | 28208-5667 |
| Branch # | Street Address | City | State | Zip | ||||
| 675 | 1330 Fifth Avenue, Suite 250 | Garner | NC | 27529-3638 | ||||
| 676 | 2630 S. Main Street, Suite 103 | High Point | NC | 27263-1941 | ||||
| 677 | 12265 Capital Boulevard | Wake Forest | NC | 27587-6200 | ||||
| 678 | 4731 Ramsey Street | Fayetteville | NC | 28311-1614 | ||||
| 679 | 260 Summit Square Blvd, Unit A6 | Winston-Salem | NC | 27105-1461 | ||||
| 680 | 2316 S. 17th Street, Suite 120 | Wilmington | NC | 28401-7913 | ||||
| 681 | 1331 Mebane Oaks Road | Mebane | NC | 27302-9681 | ||||
| 682 | 5539 W. Market Street | Greensboro | NC | 27409-2525 | ||||
| 683 | 3607 Matthews Mint Hill Road, Suite 10 | Matthews | NC | 28105-4146 | ||||
| 684 | 460 Moye Blvd, Suite 103 | Greenville | NC | 27834-2886 | ||||
| 701 | 7118 Maynardville Highway | Knoxville | TN | 37918-5738 | ||||
| 702 | 3014 Bristol Highway, Suite 3 | Johnson City | TN | 37601-1512 | ||||
| 703 | 421 West Stone Drive, Suite 3 | Kingsport | TN | 37660-3270 | ||||
| 704 | 1135 Volunteer Parkway, Suite 1 | Bristol | TN | 37620-4658 | ||||
| 705 | 5716 Ringgold Road, Unit 106 | Chattanooga | TN | 37412-3597 | ||||
| 706 | 891 Keith Street NW, Suite 6 | Cleveland | TN | 37311-1879 | ||||
| 707 | 126 The Crossings | Crossville | TN | 38555-8754 | ||||
| 708 | 1645 Downtown West Blvd., Unit 11 | Knoxville | TN | 37919-5411 | ||||
| 709 | 516 S. Willow Avenue | Cookeville | TN | 38501-3727 | ||||
| 710 | 1631 E. Andrew Johnson Highway | Morristown | TN | 37814-5401 | ||||
| 711 | 1636 Memorial Blvd. | Murfreesboro | TN | 37129-2104 | ||||
| 712 | 224 West Main Street, Suite D | Lebanon | TN | 37087-2680 | ||||
| 713 | 136 Bear Creek Pike, Suite E | Columbia | TN | 38401-2484 | ||||
| 714 | 2565 East Andrew Johnson Hwy. | Greeneville | TN | 37745-0951 | ||||
| 715 | 319 Vann Drive, Suite B | Jackson | TN | 38305-6032 | ||||
| 716 | 2021 Gallatin Pike North, Suite 240 | Madison | TN | 37115-2029 | ||||
| 717 | 200 Able Drive, Suite 16 | Dayton | TN | 37321-6034 | ||||
| 718 | 121 Henslee Drive, Suite H | Dickson | TN | 37055-2076 | ||||
| 719 | 1321 Bell Road | Antioch | TN | 37013-3730 | ||||
| 720 | 371 West Church Street | Lexington | TN | 38351-2096 | ||||
| 721 | 7444 Winchester Road, Suite 104 | Memphis | TN | 38125-2206 | ||||
| 801 | 449 George Wallace Drive | Gadsden | AL | 35903-2282 | ||||
| 802 | 2699 Sandlin Rd. SW, Suite B-2 | Decatur | AL | 35601-7343 | ||||
| 803 | 4925 University Drive, Suite 110 | Huntsville | AL | 35816-1849 | ||||
| 804 | 2801 Mall Road, Suite 9 | Florence | AL | 35630-1676 | ||||
| 805 | 8144 U.S. Highway 431 | Albertville | AL | 35950-1135 | ||||
| 806 | 1225 Snow Street, Suite 4 | Oxford | AL | 36203-1964 | ||||
| 807 | 1710 2nd Avenue SW, Suite 5 | Cullman | AL | 35055-5337 | ||||
| 808 | 3659 Lorna Road, Suite 125 | Hoover | AL | 35216-5958 | ||||
| 809 | 2001 Skyland Blvd. East, Suite C-1 | Tuscaloosa | AL | 35405-1545 | ||||
| 810 | 1930 Edwards Lake Road, Suite 120 | Birmingham | AL | 35235-3719 | ||||
| 811 | 246 Interstate Commercial Park Loop | Prattville | AL | 36066-7361 |
| Branch # | Street Address | City | State | Zip | ||||
| 812 | 3074 Ross Clark Circle, Suite 8 | Dothan | AL | 36301-1194 | ||||
| 813 | 2140 East University Drive, Suite E | Auburn | AL | 36830-1853 | ||||
| 814 | 6144 Atlanta Highway | Montgomery | AL | 36117-2800 | ||||
| 815 | 3304 US Highway 80 West, Suite E | Phenix City | AL | 36870-6405 | ||||
| 816 | 220 Town Mart | Clanton | AL | 35045-3784 | ||||
| 817 | 792 Commerce Drive, Suite 101 | Alexander City | AL | 35010-4213 | ||||
| 818 | 5238 US Highway 90 West, Suite D | Mobile | AL | 36619-4220 | ||||
| 819 | 5031 Ford Parkway, Suite 104 | Bessemer | AL | 35022-5284 | ||||
| 820 | 6345 Airport Boulevard, Suite G | Mobile | AL | 36608-3127 | ||||
| 821 | 1237 Highway 231 South | Troy | AL | 36081-3054 | ||||
| 822 | 631 Willow Lane, Suite K | Greenville | AL | 36037-8028 | ||||
| 823 | 1605 S. Broad Street | Scottsboro | AL | 35768-2610 | ||||
| 824 | 458 1st Street SW | Alabaster | AL | 35007-9703 | ||||
| 825 | 4405 N. College Avenue, Suite C | Jackson | AL | 36545-2045 | ||||
| 826 | 1123 N. McKenzie Street | Foley | AL | 36535-3550 | ||||
| 827 | 1209 N. Main Avenue | Sylacauga | AL | 35150-1648 | ||||
| 828 | 33208 Highway 43, Suite A | Thomasville | AL | 36784-1631 | ||||
| 829 | 906 McMeans Avenue, Suite B | Bay Minette | AL | 36507-3308 | ||||
| 830 | 306 Palisades Boulevard, Suite 4 | Homewood | AL | 35209-5148 | ||||
| 831 | 632 Boll Weevil Circle | Enterprise | AL | 36330-2734 | ||||
| 870 | 1310 Quintard Avenue | Anniston | AL | 36201-4620 | ||||
| 871 | 959 Gilbert Ferry Road, SE, Suite M | Attalla | AL | 35954-3335 | ||||
| 872 | 3186 Alabama Highway 157 | Cullman | AL | 35058-0686 | ||||
| 873 | 841 Odum Road, Suite 105 | Gardendale | AL | 35071-4112 | ||||
| 875 | 1811 Highway 78 East, Suite 110 | Jasper | AL | 35501-4081 | ||||
| 876 | 2206 Village Drive | Moody | AL | 35004-3241 | ||||
| 877 | 1986 US Highway 78 East | Oxford | AL | 36203-2020 | ||||
| 881 | 583 Brindlee Mountain Parkway | Arab | AL | 35016-1054 | ||||
| 882 | 920 Highway 72 E | Athens | AL | 35611-4318 | ||||
| 883 | 981 US Highway 431 South | Boaz | AL | 35957-1749 | ||||
| 885 | 2314 6th Avenue SE, Suite B | Decatur | AL | 35601-6565 | ||||
| 886 | 2415 Rosedale Street, Suite C | Muscle Shoals | AL | 35661-6427 | ||||
| 887 | 2308 Gault Avenue North | Fort Payne | AL | 35967-3644 | ||||
| 888 | 587 Highway 31 NW, Suite A | Hartselle | AL | 35640-4470 | ||||
| 889 | 700 Airport Road, Suite E | Huntsville | AL | 35802-4360 | ||||
| 890 | 800 Highway 78 East, Suite 300 | Jasper | AL | 35501-3912 | ||||
| 891 | 80 McFarland Blvd., Suite 2 | Northport | AL | 35476-3332 | ||||
| 893 | 305 E. Battle Street, Suite A | Talladega | AL | 35160-2421 | ||||
| 894 | 2401 Stemley Bridge Road, Suite 13 | Pell City | AL | 35128-2393 | ||||
| 901 | 7141 S. Western Avenue, Suite C | Oklahoma City | OK | 73139-2000 | ||||
| 902 | 2108 A W. Lindsey Street | Norman | OK | 73069-4108 | ||||
| 903 | 6221 N. Meridian Avenue | Oklahoma City | OK | 73112-1249 |
| Branch # | Street Address | City | State | Zip | ||||
| 904 | 1300 West Vandament Avenue, Suite 2301 | Yukon | OK | 73099-4575 | ||||
| 905 | 1510 N. Kickapoo Avenue, Suite 1 | Shawnee | OK | 74804-4331 | ||||
| 906 | 7505 SE 15th Street | Midwest City | OK | 73110 | ||||
| 907 | 1915 W. Gore Boulevard, Suite 3 | Lawton | OK | 73501-3661 | ||||
| 908 | 1208 North York Street, Suite B | Muskogee | OK | 74403-2562 | ||||
| 909 | 3202 S. Memorial Drive, Suite 7A | Tulsa | OK | 74145-1322 | ||||
| 910 | 1231 SE Frank Phillips Boulevard | Bartlesville | OK | 74003-4321 | ||||
| 911 | 806 S. Aspen Avenue, Suite B | Broken Arrow | OK | 74012-4884 | ||||
| 912 | 305 W. Taft Road | Sapulpa | OK | 74066-5436 | ||||
| 913 | 1942 S. Highway 66 | Claremore | OK | 74019-4371 | ||||
| 914 | 1500 Hoppe Boulevard, Suite 6 | Ada | OK | 74820-2309 | ||||
| 915 | 120 N. 5th Street | Chickasha | OK | 73018-2406 | ||||
| 916 | 302 W. Edmond Road | Edmond | OK | 73003-5600 | ||||
| 917 | 1212 Merrick Drive, Suite 5 | Ardmore | OK | 73401-1824 | ||||
| 918 | 2329 W. Willow Road | Enid | OK | 73703-2433 | ||||
| 919 | 639 NW 7th Street | Moore | OK | 73160-3803 | ||||
| 920 | 701 N Main Street | Stillwater | OK | 74075-5410 | ||||
| 921 | 200 E. Choctaw Avenue | McAlester | OK | 74501-5026 | ||||
| 922 | 111 S. Main Street | Miami | OK | 74354-7024 | ||||
| 923 | 3040 S. Muskogee Avenue, Suite 101 | Tahlequah | OK | 74464-5485 | ||||
| 924 | 2135 NW 23rd Street | Oklahoma City | OK | 73107 | ||||
| 925 | 512 Plaza Court | Sand Springs | OK | 74063 | ||||
| 926 | 2501 N. 14th Street | Ponca City | OK | 74601-1734 | ||||
| 927 | 1519 N Highway 81 | Duncan | OK | 73533-1407 | ||||
| 928 | 6961 S. Lewis Avenue | Tulsa | OK | 74136-3914 | ||||
| 1001 | 2300 North Main Street, Suite 205 | Las Cruces | NM | 88001-1117 | ||||
| 1002 | 1215 Anthony Drive, Suite G | Anthony | NM | 88021-9371 | ||||
| 1003 | 5504 Menaul Boulevard NE, Suite G-East | Albuquerque | NM | 87110-3184 | ||||
| 1004 | 3301 Coors Blvd. NW, Suite 16 | Albuquerque | NM | 87120-1418 | ||||
| 1005 | 1001 Golf Course Road SE, Suite 103 | Rio Rancho | NM | 87124-2575 | ||||
| 1006 | 200 1st Street, Suite C | Alamogordo | NM | 88310-6517 | ||||
| 1007 | 3000 E. 20th Street, Suite B | Farmington | NM | 87402-5350 | ||||
| 1008 | 2404 Cerrillos Road | Santa Fe | NM | 87505-3392 | ||||
| 1009 | 1698 Rio Bravo Blvd SW, Suite C | Albuquerque | NM | 87105-6000 | ||||
| 1010 | 2013 N. Prince Street | Clovis | NM | 88101-4858 | ||||
| 1011 | 101 W Broadway St | Hobbs | NM | 88240-6001 | ||||
| 1012 | 107 E 5th Street | Roswell | NM | 88201-6205 | ||||
| 1013 | 1331 Juan Tabo Blvd NE, Suite 2C | Albuquerque | NM | 87112-4463 | ||||
| 1014 | 1405 S. Valley Drive, Suite 700 | Las Cruces | NM | 88005-3132 | ||||
| 1015 | 601 Main Street SE, Suite 23A | Los Lunas | NM | 87031-4309 | ||||
| 1016 | 527 N. Riverside Drive, Suite F | Espanola | NM | 87532-3382 | ||||
| 1017 | 1900 E Historic Highway 66, Suite E | Gallup | NM | 87301-4883 |
| Branch # | Street Address | City | State | Zip | ||||
| 1018 | 2514 7th Street, Suite E | Las Vegas | NM | 87701-4988 | ||||
| 1101 | 6409 Abercorn Street, Suite A | Savannah | GA | 31405-5796 | ||||
| 1102 | 3421-6 Cypress Mill Road | Brunswick | GA | 31520-2876 | ||||
| 1103 | 2768 Cumberland Blvd SE | Smyrna | GA | 30080-3048 | ||||
| 1104 | 3412 Wrightsboro Rd, Suite 902 | Augusta | GA | 30909-1099 | ||||
| 1105 | 1200 Ernest W Barrett Pkwy NW Suite 216 | Kennesaw | GA | 30144-4513 | ||||
| 1106 | 690 Hwy 29 N, Suite 135 | Athens | GA | 30601-1545 | ||||
| 1107 | 322 Oak Street, Suite 4 | Gainesville | GA | 30501-3580 | ||||
| 1108 | 860 Duluth Hwy, Suite 1520 | Lawrenceville | GA | 30043-5374 | ||||
| 1201 | 3260 Electric Road, Suite 501 | Roanoke | VA | 24018-6400 | ||||
| 1202 | 165 Holt Garrison Pkwy, Unit 560B | Danville | VA | 24540-5949 | ||||
| 1203 | 3920 Wards Road, Suite E | Lynchburg | VA | 24502-3569 | ||||
| 1204 | 4511 John Tyler Hwy, Suite A | Williamsburg | VA | 23185-2415 | ||||
| 1205 | 614 Albemarle Square | Charlottesville | VA | 22901-7406 | ||||
| 1206 | 5694 Brook Road | Richmond | VA | 23227-2274 | ||||
| 1207 | 65 Conston Avenue | Christiansburg | VA | 24073-1164 | ||||
| 1208 | 340 Town Center Drive | Abingdon | VA | 24210-3248 |
SCHEDULE 7.6
GAAP EXCEPTIONS
None.
SCHEDULE 7.9
PERMITTED LIENS
None.
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)
Regional Finance Company of Kentucky, LLC (wholly-owned by Regional Finance Corporation of North Carolina)
Regional Finance Company of Virginia, LLC (wholly-owned by Regional Finance Corporation of North Carolina)
Upstate Motor Company
Credit Recovery Associates, Inc.
RMC Reinsurance, LTD
Regional Management Receivables, LLC
SCHEDULE 7.19
BANK ACCOUNTS
| Bank Name | Account Number | City | State | Purpose | Company Name | Sweep Account | ||||||
| Arvest Bank | XXXXXXXXX | Bartlesville | OK | Depository | Regional Finance Company of Oklahoma, LLC | |||||||
| BancFirst | XXXXXXXXX | Ardmore | OK | Depository | Regional Finance Company of Oklahoma, LLC | |||||||
| BB & T | XXXXXXXXX | Brunswick | GA | Depository | Regional Finance Company of Georgia, LLC | |||||||
| BB & T | XXXXXXXXX | Winston Salem | NC | Depository | Regional Management Corp. | |||||||
| BB & T | XXXXXXXXX | Winston Salem | NC | Depository | Regional Finance Corporation of Tennessee | |||||||
| BB & T | XXXXXXXXX | Winston Salem | NC | Depository | Regional Finance Corporation of North Carolina | |||||||
| Compass Bank | XXXXXXXXX | Birmingham | AL | Depository | Regional Finance Corporation of Texas | |||||||
| First Bank | XXXXXXXXX | Dickson | TN | Depository | Regional Finance Corporation of Tennessee | |||||||
| First Bank NC, SC, VA | XXXXXXXXX | Rockingham | NC | Depository | Regional Finance Corporation of North Carolina | |||||||
| First Bank NC, SC, VA | XXXXXXXXX | Abingdon | VA | Depository | Regional Finance Corporation of North Carolina | |||||||
| First Citizens | XXXXXXXXX | Columbia | SC | Depository | Regional Finance Corporation of South Carolina | |||||||
| FNB Community Bank | XXXXXXXXX | Midwest City | OK | Depository | Regional Finance Company of Oklahoma, LLC | |||||||
| First National Bank | XXXXXXXXX | Talladega | AL | Depository | Regional Finance Corporation of Alabama | |||||||
| First National Bank of TN | XXXXXXXXX | Livingston | TN | Depository | Regional Finance Corporation of Tennessee | |||||||
| First National Bank of TX | XXXXXXXXX | Killeen | TX | Depository | Regional Finance Corporation of Texas | |||||||
| First Tennessee Bank | XXXXXXXXX | Memphis | TN | Depository | Regional Finance Corporation of Tennessee | |||||||
| International Bank and Commerce | XXXXXXXXX | Laredo | TX | Depository | Regional Finance Corporation of Texas | |||||||
| Liberty Savings and Loan | XXXXXXXXX | Enid | OK | Depository | Regional Finance Company of Oklahoma, LLC | |||||||
| Merchants Bank | XXXXXXXXX | Jackson | AL | Depository | Regional Finance Corporation of Alabama | |||||||
| NBSC | XXXXXXXXX | Columbus | GA | Depository | Regional Finance Corporation of South Carolina | |||||||
| RCB Bank | XXXXXXXXX | Ponca City | OK | Depository | Regional Finance Company of Oklahoma, LLC | |||||||
| Southside | XXXXXXXXX | Tyler | TX | Depository | Regional Finance Corporation of Texas | |||||||
| US Bank | XXXXXXXXX | Columbia | TN | Depository | Regional Finance Corporation of Tennessee | |||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | Reinsurance | RMC Reinsurance, Ltd. | |||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | Payroll | Regional Management Corp. | Sweep | ||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | OK Checking | Regional Management Corp. | Sweep | ||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | Master Depository | Regional Management Corp. | |||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | Master Funding | Regional Management Corp. |
| Bank Name | Account Number | City | State | Purpose | Company Name | Sweep Account | ||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | Depository | Regional Finance Corporation of South Carolina | Sweep | ||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | Depository | Regional Finance Corporation of Texas | Sweep | ||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | Depository | Regional Finance Corporation of Texas | Sweep | ||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | Depository | Regional Finance Company of Oklahoma, LLC | Sweep | ||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | Depository | Regional Finance Company of New Mexico, LLC | Sweep | ||||||
| Bank Of America | XXXXXXXXX | Charlotte | NC | Accounts Payable | Regional Finance Company of New Mexico, LLC | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Tax Payments and Other ACH Debits | Regional Management Corp. | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Master Funding | Regional Management Corp. | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Insurance refunds | Regional Management Corp. | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | AL Depository | Regional Finance Corporation of Alabama | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | GA Depository | Regional Finance Company of Georgia, LLC | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | NC Depository | Regional Finance Corporation of North Carolina | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | NM Depository | Regional Finance Company of New Mexico, LLC | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | TN Depository | Regional Finance Corporation of Tennessee | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | SC Depository | Regional Finance Corporation of South Carolina | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | TX Depository | Regional Finance Corporation of Texas | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | GA Checking | Regional Finance Company of Georgia, LLC | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | SC Checking | Regional Finance Corporation of South Carolina | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | TX Checking | Regional Finance Corporation of Texas | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | NC Checking | Regional Finance Corporation of North Carolina | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | NC Checking | Regional Finance Corporation of North Carolina | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | TN Checking | Regional Finance Corporation of Tennessee | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | AL Checking | Regional Finance Corporation of Alabama | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Corporate AP | Regional Management Corp. | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | TN Loan Solicitation | Regional Finance Corporation of Tennessee | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | NC Loan Solicitation | Regional Finance Corporation of North Carolina | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | SC Loan Solicitation | Regional Finance Corporation of South Carolina | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | TX Loan Solicitation | Regional Finance Corporation of Texas | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | GA Loan Solicitation | Regional Finance Company of Georgia, LLC | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | NM Checking | Regional Finance Company of New Mexico, LLC | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | CRA Depository | Credit Recovery Associates, Inc. | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | NM Loan Solicitation | Regional Finance Company of New Mexico, LLC | Sweep |
| Bank Name | Account Number | City | State | Purpose | Company Name | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | OK Loan Solicitation | Regional Finance Company of Oklahoma, LLC | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | AL Loan Solicitation | Regional Finance Corporation of Alabama | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | VA Checking | Regional Finance Company of Virginia, LLC | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | VA Depository | Regional Finance Company of Virginia, LLC | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | VA Loan Solicitation | Regional Finance Company of Virginia, LLC | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | VA Licensing | Regional Finance Company of Virginia, LLC | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Insurance ACH Credits | Regional Management Corp. | Sweep | ||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Depository | RMC Reinsurance, Ltd. | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Licensing Purposes | Credit Recovery Associates, Inc. | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Licensing Purposes | Regional Finance Company of New Mexico, LLC | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Licensing Purposes | Regional Finance Company of Missouri, LLC | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Licensing Purposes | Regional Finance Company of Georgia, LLC | |||||||
| Wells Fargo | XXXXXXXXX | Greenville | SC | Depository | Regional Management Receivables, LLC | |||||||
| Wells Fargo | XXXXXXXXX | Minneapolis | MN | Collection | Regional Management Receivables, LLC | |||||||
| Wells Fargo | XXXXXXXXX | Minneapolis | MN | Reserve | Regional Management Receivables, LLC |
SCHEDULE 8.3
GUARANTIES
None.
SCHEDULE 8.6
DEBT
None.
