EX-10.3



 Exhibit 10.3 

AMENDMENT NO. 1 TO 
 THE AMENDED
AND RESTATED CREDIT AGREEMENT 
 This Amendment No. 1 to the Amended and Restated Credit Agreement, is entered into as of
February 20, 2018 (this “Amendment”), among Regional Management Receivables, LLC, a Delaware limited liability company, as borrower (the “Borrower”), Regional Management Corp., a Delaware corporation, as servicer (the
“Servicer”), Wells Fargo Bank, National Association (“Wells Fargo Bank”), as the sole lender, and Wells Fargo Securities, LLC, as administrative agent for the Lenders (the “Administrative Agent”), and relates to the
Amended and Restated Credit Agreement, dated as of November 21, 2017 (the “Original Credit Agreement” and, as amended by this Amendment, the “Credit Agreement”), among the Borrower, the Servicer, the Lenders, the
Administrative Agent and Wells Fargo Bank, as account bank (in such capacity, the “Account Bank”), collateral custodian (in such capacity, the “Collateral Custodian”) and backup servicer (in such capacity, the “Backup
Servicer”). 
 Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Original
Credit Agreement. 
 RECITALS 

WHEREAS, pursuant to Section 15.01 of the Original Credit Agreement, no amendment, waiver or other modification of any provision of the
Original Credit Agreement shall be effective without the written agreement of the Borrower and the Administrative Agent and the consent of the Required Lenders; provided, however, that no such amendment, waiver or other modification shall, without
the written consent of all Lenders, amend certain definitions and provisions in the Original Credit Agreement; 
 WHEREAS, Wells Fargo Bank,
as the sole Lender, constitutes all Lenders and consents to this Amendment; and 
 WHEREAS, the parties hereto desire to amend the Original
Credit Agreement on the terms and in the manner set forth herein. 
 NOW, THEREFORE, in reliance upon the foregoing facts and in
consideration of the mutual agreements of the parties hereto, the parties hereby agree as follows: 
 Section 1.01. Amendment.
Effective as of the date hereof, and subject to the satisfaction of the conditions precedent set forth in Section 1.03, the Original Credit Agreement is hereby amended as follows: 

(a) The definition of “Defaulted Receivable” appearing in Section 1.01 of the Original Credit Agreement is hereby
deleted and replaced with the following: 
 “Defaulted Receivable” means any Receivable (i) with
respect to which any portion of a Scheduled Payment thereon remains unpaid for 180 days or more after the related due date for such payment, (ii) with respect to which the related Financed Vehicle (a) has been surrendered or repossessed
and the redemption period, if any, granted the related Obligor by Applicable Law has expired, (b) is to be repossessed but is unable to 

  
 Amendment No. 1 to

 A&R Credit Agreement 








 
be located or is otherwise subject to being repossessed or (c) has been repossessed by the Servicer and held in its inventory for 90 days or more, (iii) which has been settled for less
than the Principal Balance of such Receivable, (iv) which has been liquidated by the Servicer through the sale of the related Financed Vehicle, (v) for which Liquidation Proceeds have been received which, in the Servicer’s judgment,
constitute the final amounts recoverable in respect of such Receivable or (vi) which has been charged-off (or should have been charged-off) or is deemed uncollectible in accordance with the Collection Policy. For purposes of computing the Pool
Balance, the Principal Balance of any Receivable that becomes a “Defaulted Receivable” will be deemed to be zero as of the date it becomes a “Defaulted Receivable”. 

(b) The definition of “Effective Date Fee Letter” appearing in Section 1.01 of the Original Credit Agreement is hereby
deleted and replaced with the following: 
 “Effective Date Fee Letter” means, (i) prior to
February 20, 2018, the fee letter, dated as of the Effective Date, and (ii) on and after February 20, 2018, the amended and restated fee letter dated February 20, 2018, among the Borrower, the Servicer and the Administrative
Agent, setting forth, among other things, the Structuring Fee. 
 (c) The definition of “Interest Rate” appearing in
Section 1.01 of the Original Credit Agreement is hereby deleted and replaced with the following: 
 “Interest
Rate” means 3.25% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months with the exception of the first Interest Period, which will be computed on the basis of the actual number of days elapsed and a
360-day year. 
 Section 1.02. Representation and Warranties. 

(a) Each of the Borrower and the Servicer, by executing this Amendment, hereby represents and warrants to the other parties hereto as of the
date hereof that (i) each of its representations and warranties set forth in the Original Credit Agreement is true and correct in all material respects as if made on the date hereof (except to the extent any such representation and warranty
expressly refers to an earlier date) and (ii) no Termination Event, Unmatured Termination Event or Servicer Termination Event has occurred and is continuing. 

(b) Each of the Borrower and the Servicer, by executing this Amendment, hereby represents and warrants to the other parties hereto as of the
date hereof that (i) the individual executing this Amendment on behalf of such party is duly authorized to do so, (ii) such party has full right and authority to enter into this Amendment and to consummate the transactions described in
this Amendment and (iii) each of this Amendment, the Original Credit Agreement and the Credit Agreement constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms. 

(c) Each of the Borrower and the Servicer hereby represents and certifies that this Amendment does not amend, modify or otherwise affect the
rights or duties of the Account Bank, the Collateral Custodian or the Backup Servicer. 

  
 Amendment No. 1 to

 A&R Credit Agreement 








 Section 1.03. Conditions to Effectiveness. This Amendment shall become effective as
of the date hereof, immediately upon satisfaction of the following conditions: (a) receipt by each of the parties hereto of an executed counterpart of this Amendment and (b) receipt of such other documents, certificates and opinions as the
Lender or the Administrative Agent may reasonably request. 
 Section 1.04. Full Force and Effect. Except as hereby modified
pursuant to this Amendment, the Original Credit Agreement shall continue in full force and effect. Each of the parties hereto, acknowledge and agree that the Amendments set forth in Section 1.01 hereof, shall have no retroactive effect on the
terms set forth in the Original Credit Agreement. 
 Section 1.05. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN § 5-1401 AND
§ 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, LOCATED IN THE BOROUGH OF
MANHATTAN AND THE FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN
ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. 

Section 1.06. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION
WITH THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. 

Section 1.07. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Amendment. By execution of this
Amendment, the Lender acknowledges and consents to this Amendment pursuant to Section 15.01 of the Original Credit Agreement. 

Section 1.08. Delivery to the Account Bank, Collateral Custodian and Backup Servicer. The Borrower shall promptly provide an
executed copy of this Amendment to the Account Bank, the Collateral Custodian and the Backup Servicer. 

  
 Amendment No. 1 to

 A&R Credit Agreement 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

									
	THE BORROWER:	 		 	REGIONAL MANAGEMENT RECEIVABLES, LLC
				
		 		 	By:	 	/s/ Donald E. Thomas
		 		 		 	Name:	 	Donald E. Thomas
		 		 		 	Title:	 	EVP and CFO
			
	THE SERVICER:	 		 	REGIONAL MANAGEMENT CORP.
				
		 		 	By:	 	/s/ Donald E. Thomas
		 		 		 	Name:	 	Donald E. Thomas
		 		 		 	Title:	 	EVP and CFO


  
 Amendment No. 1 to

 A&R Credit Agreement 









									
	THE ADMINISTRATIVE AGENT:	 		 	WELLS FARGO SECURITIES, LLC
				
		 		 	By:	 	/s/ Brian Grushkin
		 		 		 	Name:	 	Brian Grushkin
		 		 		 	Title:	 	Director
			
	LENDER:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION
				
		 		 	By:	 	/s/ Brian Grushkin
		 		 		 	Name:	 	Brian Grushkin
		 		 		 	Title:	 	Director


  
 Amendment No. 1 to

 A&R Credit Agreement