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 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
| By: | /s/ Robert D. Barry | |
| Name: | Robert D. Barry |
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/ Bruce Jenks | |
| Name: | Bruce Jenks | |
| Title: | Vice President | |
| LENDERS | ||
| BANK OF AMERICA, N.A., as a Lender and Letter of Credit Issuer | ||
| By: | /s/ Bruce Jenks | |
| Name: | Bruce Jenks | |
| Title: | Vice President | |
| Commitment = $100,000,000.00 | ||
Signature page to
Amendment No. 1 to Fourth Amended and Restated Loan and Security Agreement - Regional Management Corp.
| BMO HARRIS FINANCING, INC., | ||
| as a Lender | ||
| By: | /s/ Michael S. Cameli | |
| Name: | Michael S. Cameli | |
| Title: | Director | |
| Commitment = $44,000,000.00 | ||
| FIRST TENNESSEE BANK NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ Daniel McCarthy | |
| Name: | Daniel McCarthy | |
| Title: | Vice President | |
| Commitment = $35,000,000.00 | ||
| CAPITAL ONE, N.A., | ||
| as a Lender | ||
| By: | /s/ Bev Abrahams | |
| Name: | Bev Abrahams | |
| Title: | Senior Vice President | |
| Commitment = $44,000,000.00 | ||
| TEXAS CAPITAL BANK, N.A. | ||
| as a Lender | ||
| By: | /s/ Stephanie Hopkins | |
| Name: | Stephanie Hopkins | |
| Title: | Senior Vice President | |
| Commitment = $22,000,000.00 | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
| as a Lender | ||
| By: | /s/ William M. Laird | |
| Name: | William M. Laird | |
| 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
509 West Butler Road, Greenville, South Carolina 29607
Location of Collateral and Places of Business
509 West Butler Road, Greenville, South Carolina 29607; see also attached List of Branches.
ADDENDUM TO SCHEDULE 4.4
LOCATION OF COLLATERAL
| 815 West Greenwood Street, Suite 3 | Abbeville | SC | 29620 | |||
| 314 Richland Avenue West | Aiken | SC | 29801 | |||
| 8144 U.S. Highway 431 | Albertville | AL | 35950 | |||
| 792 Commerce Drive, Suite 101 | Alexander City | AL | 35010 | |||
| 2705 North Main Street, Suite C | Anderson | SC | 29621 | |||
| 2705 N. Main Street, Suite G | Anderson | SC | 29621 | |||
| 1310 Quintard Avenue | Anniston | AL | 36201 | |||
| 1215 Anthony Drive, Suite G; PO Box 3225 | Anthony | NM | 88021 | |||
| 1321 Bell Road | Antioch | TN | 37013 | |||
| 583 Brindlee Mountain Pkwy., PO Box 933 | Arab | AL | 35016 | |||
| 840 Secretary Drive | Arlington | TX | 76015 | |||
| 1337 C East Dixie Drive | Asheboro | NC | 27203 | |||
| 473 Hendersonville Road, Suite A | Asheville | NC | 28803 | |||
| 920 Highway 72 E, Brookhill Plaza, PO Box 288 | Athens | AL | 35611 | |||
| 959 Gilbert Ferry Road, SE, Suite M | Attalla | AL | 35954 | |||
| 2140 East University Drive, Suite E | Auburn | AL | 36830 | |||
| 6615 Airport Blvd. | Austin | TX | 78752 | |||
| 719 West William Cannon, Suite 112 | Austin | TX | 78745 | |||
| 197 Main Street | Barnwell | SC | 29812 | |||
| 112D West Church Street | Batesburg | SC | 29006 | |||
| 2303 Boundary Street, Suite 3 | Beaufort | SC | 29902 | |||
| 6240 Phelan Blvd. | Beaumont | TX | 77706 | |||
| 218 City Square | Belton | SC | 29627 | |||
| 145 Hwy 15 & 401 Bypass, Suite 7 | Bennettsville | SC | 29512 | |||
| 5031 Ford Parkway, Suite 104 | Bessemer | AL | 35020 | |||
| 1930 Edwards Lake Road, Suite 120 | Birmingham | AL | 35235 | |||
| 981 U.S. Highway 431 South | Boaz | AL | 35957 | |||
| 3906 Hwy 9, Suite C | Boiling Springs | SC | 29316 | |||
| 1135 Volunteer Parkway, Suite 1 | Bristol | TN | 37620 | |||
| 857 E. Washington Street, Suite D | Brownsville | TX | 78520 | |||
| 1710 C, Suite 101 South Texas Avenue | Bryan | TX | 77802 | |||
| 2140 S. Church Street | Burlington | NC | 27215 | |||
| 1047 Broad Street | Camden | SC | 29020 | |||
| 528 Knox Abbott Drive | Cayce | SC | 29033 | |||
| 567 King Street | Charleston | SC | 29403 | |||
| 1300 Savannah Highway, Suite 12 | Charleston | SC | 29407 | |||
| 9123 Monroe Road, Suite 100 | Charlotte | NC | 28270 | |||
| 4401 E. Independence Blvd., Suite #102 | Charlotte | NC | 28205 |
| 5210 North Tryon Street, Unit B | Charlotte | NC | 28213 | |||
| 6407 South Blvd., Suite J | Charlotte | NC | 28217 | |||
| 5716 Ringgold Road, Unit 106 | Chattanooga | TN | 37412 | |||
| 233 Second Street | Cheraw | SC | 29520 | |||
| 220 Town Mart | Clanton | AL | 35045 | |||
| 891 Keith Street, Suite 6 | Cleveland | TN | 37311 | |||
| 6729 L Two Notch Road | Columbia | SC | 29223 | |||
| 810 Dutch Square Blvd., Suite 102 | Columbia | SC | 29210 | |||
| 7509 Garners Ferry Road, Suite F | Columbia | SC | 29209 | |||
| 6729 Two Notch Road, Unit B | Columbia | SC | 29223 | |||
| 136 Bear Creek Pike, Suite E | Columbia | TN | 38401 | |||
| 3401 W. Davis Street, Suite A1 | Conroe | TX | 77304 | |||
| 302 Main Street | Conway | SC | 29526 | |||
| 516 S. Willow Avenue | Cookeville | TN | 38501 | |||
| 4918 Ayers Road, Ayers Plaza, Suite 136 | Corpus Christi | TX | 78415 | |||
| 126 The Crossings | Crossville | TN | 38555 | |||
| 1710 2nd Avenue SW, Suite 5 | Cullman | AL | 35055 | |||
| 3186 Alabama Highway 157 | Cullman | AL | 35058 | |||
| 200 Able Drive, Suite 12 | Dayton | TN | 37321 | |||
| 2699 Sandlin Rd., Suite B-2 | Decatur | AL | 35601 | |||
| 2314 6th Avenue SE, Suite B PO Box 298 (35602) | Decatur | AL | 35601 | |||
| 2400 Veterans Blvd., Suite 10 | Del Rio | TX | 78840 | |||
| 121 Henslee Drive, Suite H | Dickson | TN | 37055 | |||
| 222 East Main Street | Dillon | SC | 29536 | |||
| 3074 Ross Clark Circle, Suite 8 | Dothan | AL | 36301 | |||
| 5410 NC Highway 55, Suite R | Durham | NC | 27713 | |||
| 220 Jefferson Street | Eagle Pass | TX | 78852 | |||
| 6932 Calhoun Memorial Hwy., Suite G | Easley | SC | 29640 | |||
| 710 South Pendleton Street | Easley | SC | 29640 | |||
| 229 Apple Square Plaza | Edgefield | SC | 29824 | |||
| 613 East University Drive | Edinburg | TX | 78539 | |||
| 500 N. Oregon, Suite E | El Paso | TX | 79901 | |||
| 8720 Alameda Avenue, Suite A | El Paso | TX | 79907 | |||
| 3333 N. Yarbrough Drive, Suite V | El Paso | TX | 79925 | |||
| 9861 Dyer Street, Suite 4 | El Paso | TX | 79924 | |||
| 6920 Delta Drive, Suite 2 | El Paso | TX | 79905 | |||
| 1605 George Dieter Drive, Suite 302 | El Paso | TX | 79936 | |||
| 1111 Ireland Drive, Suite 102 | Fayetteville | NC | 28304 | |||
| 355 West Evans Street | Florence | SC | 29501 | |||
| 1222 West Evans Street | Florence | SC | 29501 | |||
| 2801 Mall Road, Suite 9 | Florence | AL | 35630 | |||
| 163 Cox Creek Parkway | Florence | AL | 35630 |
| 2308 Gault Avenue North | Fort Payne | AL | 35967 | |||
| 1518 Pennsylvania Avenue | Fort Worth | TX | 76104 | |||
| 2725 NE 28th Street, Suite 130 | Fort Worth | TX | 76111 | |||
| 449 George Wallace Drive | Gadsden | AL | 35903 | |||
| 515 North Limestone Street | Gaffney | SC | 29340 | |||
| 841 Odum Road, Suite 105 | Gardendale | AL | 35071 | |||
| 3115 South 1st Street, Suite 300 | Garland | TX | 75041 | |||
| 2568 West Franklin Blvd. | Gastonia | NC | 28052 | |||
| 808 East Franklin Blvd. | Gastonia | NC | 28054 | |||
| 1113 N. Fraser Street | Georgetown | SC | 29440 | |||
| 134 Saint James Avenue, Suite 6 | Goose Creek | SC | 29445 | |||
| 2080 N. Hwy. 360, Suite 140 | Grand Prairie | TX | 75050 | |||
| 817 W. Pioneer Parkway, Suite 156 | Grand Prairie | TX | 75051 | |||
| 2565 East Andrew Johnson Highway | Greeneville | TN | 37745 | |||
| 3733 B Farmington Drive | Greensboro | NC | 27407 | |||
| 2403 Battleground Avenue, Suite 6 | Greensboro | NC | 27408 | |||
| 1414 E. Washington Street, Suite H | Greenville | SC | 29607 | |||
| 1414 E. Washington Street, Suite G | Greenville | SC | 29607 | |||
| 2301 Wade Hampton Blvd., Suite 3 | Greenville | SC | 29615 | |||
| 631 Willow Lane, Suite K | Greenville | AL | 36037 | |||
| 718A Montague Avenue | Greenwood | SC | 29649 | |||
| 726-A Montague Avenue | Greenwood | SC | 29649 | |||
| 1309 B West Poinsett Street | Greer | SC | 29650 | |||
| 129 Lee Avenue | Hampton | SC | 29924 | |||
| 318 E. Jackson Street | Harlingen | TX | 78550 | |||
| 587 Highway 31 NW, Suite A PO Box 788 | Hartselle | AL | 35640 | |||
| 112 East Carolina Avenue | Hartsville | SC | 29550 | |||
| P O Box 545 (475 N. Main Street, Suite D) | Hemingway | SC | 29554 | |||
| 512 South Main Street | Hendersonville | NC | 28792 | |||
| 2442-B Hwy. 70 Southeast | Hickory | NC | 28602 | |||
| 2108 N. Centennial Street, Suite 114 | High Point | NC | 27265 | |||
| 3659 Lorna Road, Suite 125 | Hoover | AL | 35216 | |||
| 7100 Regency Square Blvd., Suite 248 | Houston | TX | 77036 | |||
| 1804 Wirt Road | Houston | TX | 77055 | |||
| 5517 Airline Drive, Suite E | Houston | TX | 77076 | |||
| 459 Uvalde Road | Houston | TX | 77015 | |||
| 6003 Bellaire Blvd., Suite G | Houston | TX | 77081 | |||
| 4925 University Drive, Suite 110 | Huntsville | AL | 35816 | |||
| 700 Airport Road, Suite E | Huntsville | AL | 35802 | |||
| 1918 North Story Road | Irving | TX | 75061 | |||
| 319 Vann Drive, Suite B | Jackson | TN | 38305 | |||
| 1811 Highway 78 East, Suite 110 | Jasper | AL | 35501 |
| 800 Highway 78 East, Suite 300 | Jasper | AL | 35501 | |||
| 3014 Bristol Highway, Suite 3 | Johnson City | TN | 37601 | |||
| 3379 Cloverleaf Parkway | Kannapolis | NC | 28083 | |||
| 421 West Stone Drive, Suite 3 | Kingsport | TN | 37660 | |||
| 200 West Mill Street | Kingstree | SC | 29556 | |||
| 218 E. Kleberg Avenue | Kingsville | TX | 78363 | |||
| 7118 Maynardville Highway | Knoxville | TN | 37918 | |||
| 1645 Downtown West Blvd., Unit 11 | Knoxville | TN | 37919 | |||
| 109 East Main Street | Lake City | SC | 29560 | |||
| 226 S. Main Street | Lancaster | SC | 29720 | |||
| 502 W. Calton Road, Suite 109 | Laredo | TX | 78041 | |||
| 1104-B North Meadow | Laredo | TX | 78040 | |||
| 2300 N. Main Street, Suite 205 | Las Cruces | NM | 88001 | |||
| 507 N. Harper Street, Suite D | Laurens | SC | 29360 | |||
| 224 West Main Street, Suite D | Lebanon | TN | 37087 | |||
| 5175 Sunset Boulevard, Suite 4 | Lexington | SC | 29072 | |||
| 371 West Church Street | Lexington | TN | 38351 | |||
| 110 E. Tyler Street | Longview | TX | 75601 | |||
| 348 North Highway 701, Unit 1 | Loris | SC | 29569 | |||
| 588 Bailey Road, Suite E | Lumberton | NC | 28358 | |||
| 2021 Gallatin Pike North, Suite 240 | Madison | TN | 37115 | |||
| 103 South Brooks Street | Manning | SC | 29102 | |||
| 1107 East Godbold Street | Marion | SC | 29571 | |||
| 509 S. Bicentennial Blvd | McAllen | TX | 78501 | |||
| 2708 H E. Griffin Parkway | Mission | TX | 78572 | |||
| 5238 U.S. Highway 90 W, Suite D | Mobile | AL | 36619 | |||
| 6345 Airport Boulevard, Suite G | Mobile | AL | 36608 | |||
| 104 Bi-Lo Way, Suite A2 | Moncks Corner | SC | 29461 | |||
| 3306 Highway 74 West, Unit D | Monroe | NC | 28110 | |||
| 6144 Atlanta Highway | Montgomery | AL | 36117 | |||
| 2206 Village Drive | Moody | A1 | 35004 | |||
| 1631 E. Andrew Johnson Highway | Morristown | TN | 37814 | |||
| 1035 Johnnie Dodds Blvd., Suite C-7 | Mt. Pleasant | SC | 29464 | |||
| 1636 Memorial Blvd. | Murfreesboro | TN | 37129 | |||
| 605 Broadway Street | Myrtle Beach | SC | 29577 | |||
| 1337 Wilson Road | Newberry | SC | 29108 | |||
| 2108 A W. Lindsey Street | Norman | OK | 73069 | |||
| 404 E. Martintown Road, Suite 4 | North Augusta | SC | 29841 | |||
| 1924 Remount Raod | North Charleston | SC | 29406 | |||
| 1922 Remount Road | North Charleston | SC | 29406 | |||
| 867 U.S. Highway 17 South | North Myrtle Beach | SC | 29582 | |||
| 80 McFarland Drive, Suite 2 | Northport | AL | 35473 |
| 7141 S. Western Avenue, Suite C | Oklahoma City | OK | 73139 | |||
| 6221 N. Meridian Avenue | Oklahoma City | OK | 73112 | |||
| 642 John C. Calhoun Drive | Orangeburg | SC | 29115 | |||
| 1291 John C. Calhoun Drive | Orangeburg | SC | 29115 | |||
| 1225 Snow Street, Suite 4 | Oxford | AL | 36203 | |||
| 1986 US Highway 78 East | Oxford | AL | 36203 | |||
| 3910 Fairmont Parkway, Suite D | Pasadena | TX | 77504 | |||
| 2401 Stemley Bridge Road, Suite 13 | Pell City | AL | 35125 | |||
| 3304 U.S. Highway 80 West, Suite E | Phenix City | AL | 36870 | |||
| 246 Interstate Commercial Park Loop | Prattville | AL | 36066 | |||
| 4011 Capital Blvd., Suite 123 | Raleigh | NC | 27604 | |||
| 4761 E. Hwy. 83, Suite B, Plaza Del Mar | Rio Grande City | TX | 78582 | |||
| 592 N. Anderson Road | Rock Hill | SC | 29730 | |||
| 704-C E. Broad Avenue | Rockingham | NC | 28379 | |||
| 811 S. Jake Alexander Blvd. | Salisbury | NC | 28147 | |||
| 4502 Centerview Drive, Suite 116 | San Antonio | TX | 78228 | |||
| 1121 SW Military Drive, Suite 101 | San Antonio | TX | 78221 | |||
| 14145 Nacogdoches Road, Suite 1 | San Antonio | TX | 78247 | |||
| 3221 Wurzbach Road | San Antonio | TX | 78238 | |||
| 3655 Fredricksburg Road, Suite 119 | San Antonio | TX | 78201 | |||
| 4525 Rigsby Avenue, Suite 106 | San Antonio | TX | 78222 | |||
| 206-B West San Antonio Street | San Marcos | TX | 78666 | |||
| 1605 S. Broad Street | Scottsboro | AL | 35768 | |||
| 211 Oconee Square Drive | Seneca | SC | 29678 | |||
| 1510 N. Kickapoo Avenue, Suite 1 | Shawnee | OK | 74804 | |||
| 10755 N. Loop, Suite P | Socorro | TX | 79927 | |||
| 195A S. Converse Street | Spartanburg | SC | 29306 | |||
| 110 Gamer Road, Suite 10, Merchants Plaza | Spartanburg | SC | 29303 | |||
| 12220 Murphy Road, Suite H | Stafford | TX | 77477 | |||
| 230 Signal Hill Drive | Statesville | NC | 28625 | |||
| 115 E. Richardson Avenue | Summerville | SC | 29483 | |||
| 251 Broad Street | Sumter | SC | 29150 | |||
| 708 Bultman Drive | Sumter | SC | 29150 | |||
| 513 East Battle Street, PO Drawer 475 (35181) | Talladega | AL | 35160 | |||
| 2314 W. Adams Avenue, Suite C | Temple | TX | 76504 | |||
| 1237 Highway 231 South | Troy | AL | 36081 | |||
| 2001 Skyland Blvd. East, Suite C-l | Tuscaloosa | AL | 35405 | |||
| 2523 East Fifth Street | Tyler | TX | 75701 | |||
| 410 N. Duncan Bypass, Suite D | Union | SC | 29379 | |||
| 2912 N. Laurent Street | Victoria | TX | 77901 | |||
| 1615 N. Valley Mills Drive, Suite 1615 | Waco | TX | 76710 | |||
| 110A N. Memorial Avenue | Walterboro | SC | 29488 |
| 1025 North Texas Blvd., Suite 17 | Weslaco | TX | 78596 | |||
| 622 Twelfth Street | West Columbia | SC | 29169 | |||
| 420 Eastwood Road, Suite 101 | Wilmington | NC | 28403 | |||
| 153 N. Congress Street | Winnsboro | SC | 29180 | |||
| 3193-D Peters Creek Parkway | Winston-Salem | NC | 27127 | |||
| 4964 Martin View Lane | Winston-Salem | NC | 27104 | |||
| 902 N. Main Street | Woodruff | SC | 29388 | |||
| 710 E Liberty Street, Suite 102 | York | SC | 29745 | |||
| 1300 West Vandament Avenue, Suite 2301 | Yukon | OK | 73099 |
SCHEDULE 7.6
GAAP EXCEPTIONS
None
SCHEDULE 7.9
PERMITTED LIENS
Liens created by the following documents and any financing statements now existing or hereafter filed related thereto:
Business Loan Agreement dated on or about January 9, 2012, made by Regional with Wells Fargo Bank, National Association (“Wells Fargo”), allowing the company to borrow up to $1,500,000 on a revolving basis. As an inducement, Wells Fargo required the execution of a Promissory Note by Regional in favor of Wells Fargo (as identified in Schedule 8.6). related to certain real and personal property (as described therein) located at 507 and 509 W. Butler Road, Mauldin, South Carolina, as the same has been amended, modified or extended.
SCHEDULE 7.10
LICENSES
None.
SCHEDULE 7.13
COMPLIANCE WITH LAWS
None.
SCHEDULE 7.16
SUBSIDIARIES
Each of the entities listed below is a direct or indirect wholly owned subsidiary of Regional Management Corp.
Regional Finance Corporation of Alabama
Regional Finance Corporation of Georgia
Regional Finance Corporation of North Carolina
Regional Finance Corporation of South Carolina
Regional Finance Corporation of Tennessee
Regional Finance Corporation of Texas
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 | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Used to transfer all non Wachovia deposits to main SC Checking | Regional Management Corp | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC Checking / Depository (sweep account) | Regional Finance Corp of SC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC Checking / Depository (sweep account) | Regional Finance Corp of SC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC Checking / Depository (sweep account) | Regional Finance Corp of SC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | RMC Checking / Depository (sweep account) | RMC Financial Services Corp | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TX Checking / Depository (sweep account) | Regional Finance Corp of TX | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NC Checking / Depository (sweep account) | Regional Finance Corp of NC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TN Checking / Depository (sweep account) | Regional Finance Corp of TN | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | AL Checking / Depository (sweep account) | Regional Finance Corp of AL | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | ACS | AutoCredit Source | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Corporate AP | Regional Management Corp | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Corporate Loan Solicitation | Regional Management Corp | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC Loan Solicitation | Regional Finance Corp of SC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TN Loan Solicitation | Regional Finance Corp of TN | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TX Loan Solicitation | Regional Finance Corp of TX | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NC Loan Solicitation | Regional Finance Corp of NC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC NB Loan Solicitation | Regional Finance Corp of SC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TN NB Loan Solicitation | Regional Finance Corp of TN | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | TX NB Loan Solicitation | Regional Finance Corp of TX | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NC NB Loan Solicitation | Regional Finance Corp of NC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | AL NB Loan Solicitation | Regional Finance Corp of AL | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | Closed | Regional Finance Corp of TX | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NM Checking | Regional Finance Corp of NM | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | RMC Central | RMC | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | CRA/Depository (sweep account) | CRA | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | SC Trust CRA | CRA | |||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NM NB Loan Solicitation Account | Regional Finance Corp of NM | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | NM Loan Solicitation Account | Regional Finance Corp of NM | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | OK NB Loan Solicitation Account | Regional Finance Corp of OK | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | OK Loan Solicitation Account | Regional Finance Corp of OK | Sweep Account | ||||||
| Wells Fargo | XXXXXXXXXX | Greenville | SC | AL Loan Solicitation Account | Regional Finance Corp of AL | Sweep Account |
SCHEDULE 8.3
GUARANTIES
None
SCHEDULE 8.6
DEBT
Promissory Note, dated January 9, 2012, in an aggregate principal amount not to exceed $1,500,000 made by Regional payable to the order of Wells Fargo, National Association (the “Wells Fargo Revolver”), as the same has been amended, modified or supplemented.
