Item 1.01.
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Entry into a Material Definitive Agreement.
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Credit Agreement Amendment
On November 21, 2017 (the Effective Date), Regional Management Corp. (the Company) and its
wholly-owned subsidiary Regional Management Receivables, LLC (the Borrower) amended and restated their asset-backed term loan facility with Wells Fargo Bank, National Association (Wells Fargo). On the Effective Date, the
Company, as servicer (the Servicer), and the Borrower entered into that certain Amended and Restated Credit Agreement (the Amended and Restated Credit Agreement) with Wells Fargo, as lender (the Lender), the other
lenders from time to time parties thereto, Wells Fargo, as account bank (the Account Bank), collateral custodian (the Collateral Custodian), and backup servicer (the Backup Servicer), and Wells Fargo Securities,
LLC, as administrative agent (the Administrative Agent) for the Lender and other lenders from time to time parties thereto. The Amended and Restated Credit Agreement amends and restates the Credit Agreement, dated December 11, 2015
(the Original Credit Agreement), by and among the Servicer, the Borrower, the Lender, the other lenders from time to time parties thereto, the Account Bank, the Collateral Custodian, the Backup Servicer, and the Administrative Agent. The
Credit Agreement was previously filed with the SEC by the Company on December 14, 2015 as Exhibit 10.1 on Form
8-K.
The Amended and Restated Credit Agreement provides for the following:
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an additional loan advance in the amount of $37 million to be extended by the Lender to the Borrower on the Effective Date and secured by certain retail installment contracts and promissory notes secured by new and
used automobiles, light-duty trucks, minivans, sport utility vehicles, and other passenger vehicles (excluding motorcycles) (the Effective Date Receivables) which either indirectly or directly were originated by the Companys
subsidiaries, Regional Finance Corporation of Alabama, Regional Finance Company of Georgia, LLC, Regional Finance Company of New Mexico, LLC, Regional Finance Corporation of North Carolina, Regional Finance Company of Oklahoma, LLC, Regional Finance
Corporation of South Carolina, Regional Finance Corporation of Tennessee, Regional Finance Corporation of Texas, and Regional Finance Company of Virginia, LLC (each a Seller and Subservicer, and together the
Sellers and Subservicers);
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extends the final scheduled payment date set forth under the Credit Agreement from December 2022 to December 2024;
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an Administrative Agent consent for each of the Sellers and the Company to enter into an amended and restated first tier purchase agreement and amended and restated subservicing agreement (or first tier purchase
agreement and subservicing agreement in the case of Regional Finance Company of Virginia, LLC), and the Company and the Borrower to enter into an amended and restated second tier purchase agreement; and
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various and related technical, definitional, conforming, and other changes.
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For a complete
description of the terms of the Amended and Restated Credit Agreement, see Exhibit 10.1 hereto. The foregoing description is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the
Amended and Restated Credit Agreement, which is incorporated by reference herein.
First Amendment to Senior Revolving Credit
Facility
In connection with entering into the Amended and Restated Credit Agreement, on the Effective Date, the Company and
certain of its subsidiaries also simultaneously entered into the First Amendment to the Sixth Amended and Restated Loan and Security Agreement (the First Amendment), among the Company and its subsidiaries named as borrowers therein
(collectively with the Company, the Revolving Borrowers), the financial institutions named as lenders therein (the Revolving Lenders), and Bank of America, N.A., as agent (the Revolving Agent). The First Amendment
amends the Sixth Amended and Restated Loan and Security Agreement, dated as of June 20, 2017 (the Loan Agreement), among the Revolving Borrowers, the Revolving Lenders, and the Revolving Agent. The Loan Agreement was previously
filed with the SEC by the Company on June 14, 2017 as Exhibit 10.2 on Form
8-K.
The First
Amendment amends the Loan Agreement to replace the reference to the Original Credit Agreement therein with a reference to the Amended and Restated Credit Agreement and permits the transactions contemplated thereby.
For a complete description of the terms of the First Amendment, see Exhibit 10.2 hereto. The foregoing description is only a summary, does not
purport to be complete, and is qualified in its entirety by reference to the full text of the First Amendment, which is incorporated by reference herein.