Exhibit 10.3
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Rediscount Finance
SCHEDULE TO
THIRD AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
Borrower: THE ▇▇▇▇▇▇▇ GROUP, INC.
▇▇▇▇▇▇▇ OPERATING COMPANY
▇▇▇▇▇▇▇ INSURANCE GROUP, INC.
TICO CREDIT COMPANY, INC.
EAGLE PREMIUM FINANCE CO, INC.
▇▇▇▇▇▇▇ COMMERCIAL LENDING, INC.
PARAGON, INC.
TICO PREMIUM FINANCE COMPANY OF SOUTH CAROLINA, INC.
TICO REINSURANCE, LTD.
TICO CREDIT COMPANY OF TENNESSEE, INC.
TICO CREDIT COMPANY OF NORTH CAROLINA, INC.
TICO CREDIT COMPANY OF ALABAMA, INC.
TICO CREDIT COMPANY OF MISSISSIPPI, INC.
TICO CREDIT COMPANY OF GEORGIA, INC.
TICO CREDIT COMPANY (DE) TICO CREDIT COMPANY (MS)
TICO CREDIT COMPANY (TN) ▇▇▇▇▇▇▇ INVESTMENT
CORPORATION THE MODERN FINANCE COMPANY SOUTHERN
MANAGEMENT CORPORATION MODERN FINANCIAL SERVICES,
INC.
SOUTHERN FINANCE OF SOUTH CAROLINA, INC.
▇▇▇▇▇▇▇▇▇ CREDIT OF TEXAS, INC.
▇▇▇▇▇▇▇▇▇ CREDIT OF GEORGIA, INC.
SOUTHERN FINANCE OF TENNESSEE, INC.
FITCH NATIONAL REINSURANCE, LTD.
SOCO REINSURANCE, LTD.
QUICK CREDIT CORPORATION
COVINGTON CREDIT, INC. (OKLAHOMA)
COVINGTON CREDIT OF LOUISIANA, INC.
SOUTHERN FINANCIAL MANAGEMENT, INC.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Date: APRIL 4, 2001
This Schedule to Third Amended and Restated Loan and Security Agreement
(" Schedule") is executed in conjunction with a certain Third Amended and
Restated Loan and Security Agreement ("Agreement"), dated of even date herewith,
by and between FINOVA Capital Corporation, as Lender, and the above Borrowers.
All references to Section numbers herein refer to Sections in the Agreement. The
terms and provisions of this Schedule shall supersede all terms and provisions
contained in all prior schedules.
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1.A BORROWERS
The "Borrower(s)" herein shall be defined as follows:
The ▇▇▇▇▇▇▇ Group, Inc. "TTG" or "Lead Borrower"
▇▇▇▇▇▇▇ Operating Company "TOC"
▇▇▇▇▇▇▇ Insurance Group, Inc. "TIG"
TICO Credit Company, Inc. "TICO"
Eagle Premium Finance Co, Inc. "EPF"
▇▇▇▇▇▇▇ Commercial Lending, Inc. "TCL"
Paragon, Inc. "PI"
TICO Premium Finance Company of South Carolina, Inc. "TICO Premium"
TICO Reinsurance, Ltd. "TICOR"
TICO Credit Company of Tennessee, Inc. "TICO - Tennessee"
TICO Credit Company of North Carolina, Inc. "TICO - North Carolina"
TICO Credit Company of Alabama, Inc. "TICO - Alabama"
TICO Credit Company of Mississippi, Inc. "TICO - Mississippi"
TICO Credit Company of Georgia, Inc. "TICO - Georgia"
TICO Credit Company (DE) "TICO - DE"
TICO Credit Company (MS) "TICO (MS)"
TICO Credit Company (TN) "TICO (TN)"
▇▇▇▇▇▇▇ INVESTMENT CORPORATION "▇▇▇▇▇▇▇ Investment"
Modern Finance Company d/b/a
TICO Credit Company (Ohio) "TICO-Ohio"
Modern Financial Services, Inc. d/b/a
TICO Financial Services (Ohio) "TICO Financial-Ohio"
Southern Finance of South Carolina, Inc. "Southern Finance-SC"
Southern Management Corporation "Southern Management"
▇▇▇▇▇▇▇▇▇ Credit of Texas, Inc. "▇▇▇▇▇▇▇▇▇-Texas"
▇▇▇▇▇▇▇▇▇ Credit of Georgia, Inc. "▇▇▇▇▇▇▇▇▇-Georgia"
Southern Finance of Tennessee, Inc. "Southern Finance-Tennessee"
Fitch National Reinsurance, Ltd. "Fitch"
SoCo Reinsurance, Ltd. "SoCo"
Quick Credit Corporation "Quick Credit"
▇▇▇▇▇▇▇▇▇ Credit, Inc. (Oklahoma) "▇▇▇▇▇▇▇▇▇ Oklahoma"
▇▇▇▇▇▇▇▇▇ Credit of Louisiana, Inc. "▇▇▇▇▇▇▇▇▇ - Louisiana"
Southern Financial Management, Inc. "Southern Financial"
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================================================================================
1.16.A. MAXIMUM AMOUNT OF AN ELIGIBLE RECEIVABLE (SECTION 1.16).
The term "Maximum Amount of an Eligible Receivable" shall mean
for each Receivable type as set forth below:
Consumer Loan Receivable other than a Real Estate Secured
Receivable - the sum of Thirty Thousand Dollars ($30,000.00)
remaining due thereon at any date of determination, including
all unearned finance charges and Dealer Discounts pursuant to
such Receivable.
Real Estate Secured Receivable - the sum of One Hundred
Thousand Dollars ($100,000.00)remaining due thereon at any
date of determination, including all unearned finance charges
and Dealer Discounts pursuant to such Receivable.
================================================================================
1.16.B. MAXIMUM TERM OF AN ELIGIBLE RECEIVABLE (SECTION 1.16).
The "Maximum Term of an Eligible Receivable" shall be for each
Receivable type as set forth below:
Consumer Loan Receivable other than a Real Estate Secured
Receivable - a period of sixty (60) months remaining until the
contractual final due date
Real Estate Secured Receivable - a period of One Hundred and
Eighty (180) months remaining until the contractual final due
date
================================================================================
1.16.C. AGING PROCEDURES AND ELIGIBILITY TEST (SECTION 1.16).
AGING PROCEDURES FOR A CONTRACTUAL AGING FOR THE FOLLOWING RECEIVABLE TYPES:
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CONSUMER LOAN RECEIVABLES (OTHER THAN VEHICLE RECEIVABLES AND INSURANCE PREMIUM
RECEIVABLES)
1. No payment missed or due = Current.
2. 1 to 30 days past due = "30 day Account".
3. 31 to 60 days past due = "60 day Account".
4. 61 to 90 days past due = "90 day Account".
5. 91 or more days past due = "90 + day Account"
INSURANCE PREMIUM RECEIVABLES
10 No payment missed or due = Current.
20 1 to 30 days past due = "30 day NC Account".
(Financing contract not canceled)
30 31 or more days past due = "30+ day NC Account".
(Financing contract not canceled)
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40 1 to 30 days past due = "30 day Canceled Account".
(Financing contract canceled)
50 31 to 60 days past due = "60 day Canceled Account".
(Finance contract canceled)
60 61 or more days past due = "60 + day Canceled Account".
(Finance contract canceled)
For the purposes of the Loan Documents the cancellation of an insurance
receivable shall be immediately effective upon the effective cancellation date
of the associated insurance policy.
VEHICLE RECEIVABLES
1a No payment missed or due = Current.
2a 1 to 30 days past due = "30 day Account".
3a 31 to 60 days past due = "60 day Account".
4a 61 or more days past due = "60 + day Account".
ELIGIBILITY TEST:
The term "Eligibility Test" shall mean the test to determine the eligibility of
a Receivable for the purposes of Section 1.16 hereof, that test, being as
follows for each Receivable type:
Direct Loan Receivables
(1) No payment due on said Receivable remains unpaid more
than ninety (90) days from the specific date on which
such payment was due pursuant to the terms of said
Receivable;
(2) If the initial advance of said Receivable was greater
than One Thousand Dollars ($1,000.00), the payment of
said Receivable shall be secured by collateral;
(3) If said Receivable is purchased from a third party
wherein the Borrower is or will become obligated to
such third party in conjunction with the purchase of
such Receivable through a "reserve" or other
liability arrangement, all of such third party's
rights in and to the "reserve" or other liability
shall be subordinated to Lender in all respects,
except as set forth below, in a form and substance
satisfactory to Lender. This provision shall not
restrict Borrower from making a payment to a third
party for a reserve or other liability arrangement,
or a part thereof, provided such payment is then
contractually due to such third party, pursuant to a
written agreement executed at or prior to the time
the respective Receivable was purchased by Borrower,
and an Event of Default does not then exist; and
(4) With respect to Consumer Loan Receivables secured by
real estate, on the date of origination of such
Receivable, the percentage determined by dividing the
outstanding principal balance of such Receivable by
the fair market value of the real estate collateral
securing such Receivable shall not exceed ninety
percent (90%) ("Maximum LTV").
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Insurance Premium Receivables
(1) No payment due on said Receivable remains unpaid more
than (i) thirty (30) days for that Insurance Premium
Receivable that the contractual obligation evidencing
such Receivable has not been canceled according to
the terms of such Receivable and (ii) sixty (60) days
for Insurance Premium Receivable that the contractual
obligation evidencing such Receivable has been
canceled according to the terms of such Receivable,
from the specific date on which such payment was due
pursuant to the terms of said Receivable.
(2) The insurance company issuing the insurance policy of
which said Receivable evidences the financing of the
payment of the premiums with respect to such
insurance policy meets one of the following criteria:
(i) rated "C+" or better pursuant to the current
edition of "Best's Key Rating Guide -
Property and Casualty" as published by the
A.M. Best Company ("A.M. Best"); or
(ii) a member of a state reinsurance facility or
shared pool.
(3) No more than twenty percent (20%) of the aggregate
outstanding balance of all Category Two Receivables
can evidence the financing of the payment of premiums
for insurance policies for any one insurance company
that is not one of the following:
(1) rated "A-" or better by A.M. Best; or
(2) a member of a state insurance facility or
shared pool.
Vehicle Receivables
(1) No payment due on said Receivable remains unpaid more
than sixty (60) days from the specific date on which
such payment was due pursuant to the terms of said
Receivable.
(2) If said Receivable is purchased from a third party
wherein the Borrower is or will become obligated to
such third party in conjunction with the purchase of
such Receivable through a "reserve" or other
liability arrangement, all of such third party's
rights in and to the "reserve" or other liability
shall be subordinated to Lender in all respects,
except as set forth below, in a form and substance
satisfactory to Lender. This provision shall not
restrict Borrower from making a payment or payments
to a third party for a reserve or other liability
arrangement, or a part thereof, provided such payment
is then contractually due to such third party,
pursuant to a written agreement executed at or prior
to the time the respective Receivable was purchased
by Borrower, and an Event of Default does not then
exist.
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1.19. GUARANTOR (whether one or more) (SECTION 1.19).
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Validity and Support Agreement) with respect
to the amount outstanding balance of the Indebtedness with
respect to the Revolving Loan
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Guaranty Agreement) with respect the Term
Loan and the repurchase agreement with respect to the
Preferred Stock..
2.1.A. AMOUNT OF REVOLVING CREDIT LINE, AMOUNT OF TERM LOAN AND AMOUNT OF THE
TRANCHE 'B' CREDIT FACILITY (SECTION 2.1.A.)
The "Amount of the Revolving Credit Line" is One Hundred Sixty
Five Million Dollars ($165,000,000.00).
The "Maximum Amount of the Term Facility" is Twenty Three
Million Eight Hundred Fifty Thousand Dollars ($23,850,000.00).
The "Amount of the Tranche 'B' Credit Facility" is Eight
Million Dollars ($8,000,000.00).
2.1.B. AVAILABILITY ON ELIGIBLE RECEIVABLES (SECTION 2.1.A.):
The "Availability on Revolving Loan Eligible Receivables"
shall be the sum of the following:
(i) an amount equal to the result of:
(1) eighty-five percent (85%) of the aggregate
unmatured and unpaid amount due to Borrower
from the Account Debtor named thereon,
excluding all unearned finance charges, and
Dealer Discounts pursuant to the Consumer
Loan Receivables and the Insurance Premium
Receivables
Less
(b) The outstanding balance of the Tranche "B"
Credit Facility, on the date of
determination.
Notwithstanding any provision contained in the Loan Documents
to the contrary,
If on any date of determination, upon the occurrence
of any of the following events, Lender, in its sole
and absolute discretion, may modify the Availability
on Revolving Loan Eligible Receivables advance
percentage:
(A) the sum of all liabilities and
obligations of all Borrowers plus the
outstanding balance of the Tranche "B"
Facility, on any date of determination, is
greater than the aggregate outstanding
balance of all Eligible Receivables,
including all unearned finance charges and
all other unearned fees and charges, plus
all other tangible assets of the Borrowers,
on the same date of determination, then in
that event, Lender, in its sole and absolute
discretion, may modify the Availability on
any of the Eligible Receivables;
(B) Delinquency Percentage is less than
ninety percent (90%) on any date of
determination; or
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(C) The Collateral Recovery Rate is less
than ninety percent (90%) for the twelve
(12) calendar months immediately preceding
the date of determination.
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2.2. STATED INTEREST RATE (SECTION 2.2) AND STATED DIVIDEND RATE (SECTION
2.2)
REVOLVING LOAN CREDIT FACILITY STATED INTEREST RATE
---------------------------------------------------
The "Revolving Loan Credit Facility Stated Interest
Rate" shall be lesser of (i) the Governing Rate plus One
percent (1.00%) per annum; or (ii) the Maximum Rate.
TERM LOAN CREDIT FACILITY STATED INTEREST RATE
----------------------------------------------
The "Term Loan Credit Facility Stated Interest Rate"
shall be lesser of (i) the Governing Rate plus Two percent
(2.00%) per annum; or (ii) the Maximum Rate.
TRANCHE "B" CREDIT FACILITY DIVIDEND RATE
-----------------------------------------
The "Tranche "B" Credit Facility Dividend Rate" shall
be an amount determined as follows: lesser of (i) the
Governing Rate plus One percent (1.00%) per annum ; or (ii)
the Maximum Rate. Notwithstanding the foregoing, if any
balance remains outstanding and the Preferred Stock has not
been purchased in full from Lender, pursuant to the Tranche
"B" Credit Facility, on or after December 31, 2003, the rate
set forth for the Tranche "B" Credit Facility Dividend Rate,
subsection (i) shall be the Governing Rate plus Six percent
(6.00%).
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2.3. MATURITY DATE (SECTION 2.3.D).
The primary term of this Agreement shall expire on July 31,
2004. Notwithstanding the foregoing, the Borrower's obligation
pursuant to this Agreement shall remain in full force and
effect until the Indebtedness due and owing to Lender has been
paid in full.
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2.17. FACILITY FEE (SECTION 2.17).
The amount of "Facility Fee" shall be One Million Dollars
($1,000,000.00) at the earlier of maturity or termination of
the credit facility. No Facility Fee shall be due if the
outstanding balance of Tranche "B" is paid in full on or
before December 31, 2003.
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3.2. BUSINESS LOCATIONS OF BORROWER (SECTIONS 3.2, 3.6 and 5.1.N.).
All locations as set forth on a list of locations attached
hereto.
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5.1. BORROWER'S TRADENAMES (whether one or more)(SECTION 5.1.B.)
TICO Credit Company
Eagle Premium Finance Company
TICO Premium Finance Company
Paragon Lending
▇▇▇▇▇▇▇ Insurance
And as additionally set forth on Exhibit "A".
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6.3.A.. LEVERAGE RATIO LIMIT (SECTION 6.3.A).
The term "Leverage Ratio Limit" shall mean 8.50 to 1.00.
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6.3.B. MINIMUM NET INCOME (SECTION 6.3.B).
The Minimum Net Income shall be One Million Dollars
($1,000,000.00) for each fiscal year of Borrower.
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6.3.C. DISTRIBUTIONS LIMITATION (SECTION 6.3.C).
None, provided that regularly scheduled dividends on Preferred
Stock shall not be a distribution for the purposes of this
negative covenant.
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6.3.D. MINIMUM NET WORTH (BOOK) (SECTION 6.3.D.).
The Minimum Net Worth (Book) shall be as follows:
(i) if the date of determination is on or before
December 31, 2001, Four Million Dollars
($4,000,000.00);
(ii) if the date of determination is on or before
December 31, 2002, but after December 31,
2001, Five Million Dollars ($5,000,000.00);
(iii) if the date of determination is on or before
December 31, 2003, but after December 31,
2002, Six Million Dollars ($6,000,000.00);
or
(iv) if the date of determination is on or before
July 31, 2004, but after December 31, 2003,
Seven Million Dollars ($7,000,000.00).
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6.2.E. MINIMUM NET CASH FLOW (SECTION 6.3.E.).
The Minimum Net Cash Flow shall be Four Million Two Hundred
Thousand Dollars ($4,200,000.00) for each twelve (12) month
period immediately preceding the date of determination,
beginning after December 31, 2001.
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6.6. ANNUAL FINANCIAL STATEMENTS (SECTION 6.6).
Annual audited financial statements to be prepared by an
independent certified public accountant, satisfactory to
Lender.
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8.1. REIMBURSEMENT OF EXPENSES (SECTION 8.1).
Borrower's shall reimburse Lender for Lender expenses incurred
in Lender's attorneys fees and expenses incurred in the
negotiation, preparation and execution of these Loan Documents
executed in conjunction therewith.
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9.1. NOTICES (SECTION 9.1).
Lender: FINOVA Capital Corporation
(copy each office below with all notices)
Corporate Office:
FINOVA Capital Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Senior Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Rediscount Finance Office:
FINOVA Capital Corporation
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Borrower: (All Borrowers)
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Guarantor: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
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9.15. AGENT FOR SERVICE OF PROCESS (SECTION 9.15).
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (Agent)
================================================================================
IN WITNESS WHEREOF, the parties have executed this Schedule on the day and
year first set forth above.
LENDER:
FINOVA CAPITAL CORPORATION,
a Delaware corporation
By: /s/ Cash ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 4, 2001
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Cash ▇▇▇▇▇▇▇▇▇, Vice President (Date)
BORROWER:
THE ▇▇▇▇▇▇▇ GROUP, INC.
a South Carolina corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
▇▇▇▇▇▇▇ OPERATING COMPANY
a South Carolina corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
▇▇▇▇▇▇▇ INSURANCE GROUP, INC.
a South Carolina corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
TICO CREDIT COMPANY, INC.,
a South Carolina Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
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EAGLE PREMIUM FINANCE CO, INC.
a South Carolina Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
▇▇▇▇▇▇▇ COMMERCIAL LENDING, INC.
a South Carolina corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
PARAGON, INC.
a South Carolina Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
TICO PREMIUM FINANCE COMPANY OF SOUTH CAROLINA, INC.,
a South Carolina Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
TICO REINSURANCE, LTD.,
a British West Indies Association
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
TICO CREDIT COMPANY OF TENNESSEE, INC.,
a Tennessee Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
TICO CREDIT COMPANY OF NORTH CAROLINA, INC.,
a North Carolina Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
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TICO CREDIT COMPANY OF ALABAMA, INC.,
an Alabama Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
TICO CREDIT COMPANY OF MISSISSIPPI, INC.,
a Mississippi Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
TICO CREDIT COMPANY OF GEORGIA, INC.,
a Georgia Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
TICO CREDIT COMPANY(DE),
a Delaware Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
TICO CREDIT COMPANY(MS), INC.,
a MIssissippi Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
TICO CREDIT COMPANY (TN),
a Tennessee Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
▇▇▇▇▇▇▇ INVESTMENT CORPORATION,
a South Carolina corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
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The MODERN FINANCE COMPANY,
an Ohio corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
SOUTHERN MANAGEMENT CORPORATION,
a South Carolina corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
MODERN FINANCIAL SERVICES, INC.
an Ohio corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
SOUTHERN FINANCE OF SOUTH CAROLINA, INC.,
a South Carolina corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
▇▇▇▇▇▇▇▇▇ CREDIT OF TEXAS, INC.,
a Texas corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
COVINGTON CREDIT OF GEORGIA, INC.,
a Georgia corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
SOUTHERN FINANCE OF TENNESSEE, INC.,
a Tennessee corporation
-13-
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
FITCH NATIONAL REINSURANCE, LTD.,
a
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
SOCO REINSURANCE, LTD.,
a
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
QUICK CREDIT CORPORATION,
a South Carolina corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
▇▇▇▇▇▇▇▇▇ CREDIT, INC.,
an Oklahoma corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
COVINGTON CREDIT OF LOUISIANA, INC.,
a Louisiana corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
SOUTHERN FINANCIAL MANAGEMENT, INC.,
a South Carolina corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ April 4, 2001
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President (Date)
-14-
GUARANTOR (Validity):
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-15-