Exhibit 10.2
Rediscount Finance
SECOND AMENDED AND RESTATED
SCHEDULE TO
THIRD AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
Borrower:
THE THAXTON GROUP, INC.
THAXTON OPERATING COMPANY
THAXTON INSURANCE GROUP, INC.
TICO CREDIT COMPANY, INC.
EAGLE PREMIUM FINANCE CO., INC.
THAXTON COMMERCIAL LENDING, INC.
PARAGON, INC.
TICO PREMIUM FINANCE COMPANY, 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)
THAXTON INVESTMENT CORPORATION
THE MODERN FINANCE COMPANY
SOUTHERN MANAGEMENT CORPORATION
MODERN FINANCIAL SERVICES, INC.
SOUTHERN FINANCE OF SOUTH CAROLINA, INC.
COVINGTON CREDIT OF TEXAS, INC.
COVINGTON CREDIT OF GEORGIA, INC.
SOUTHERN FINANCE OF TENNESSEE, INC.
FITCH NATIONAL REINSURANCE COMPANY, LTD.
SOCO REINSURANCE, LTD.
QUICK CREDIT CORPORATION
COVINGTON CREDIT, INC. (OKLAHOMA)
COVINGTON CREDIT OF LOUISIANA, INC.
SOUTHERN FINANCIAL MANAGEMENT, INC.
TICO CREDIT CORPORATION
TICO CREDIT COMPANY OF VIRGINIA, INC.
Address:
1524 PAGELAND HIGHWAY
-1-
LANCASTER, SOUTH CAROLINA 29721
-2-
Date:
February __, 2003
This Second Amended and Restated 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 April 4,
2001, by and between FINOVA Capital Corporation, as Lender, and the above
Borrowers, and as an inducement to cause FINOVA Capital Corporation to enter
into that Agreement for Sale and Purchase of Preferred Stock between FINOVA
Capital Corporation and Thaxton Life Partners, Inc. All references to Section
numbers herein refer to Sections in the Agreement. The terms and provisions of
this First Amended Schedule shall supersede all terms and provisions contained
in all prior schedules.
1.A
BORROWERS
The "Borrower(s)" herein shall be defined as follows:
The Thaxton Group, Inc.
"TTG" or "Lead Borrower"
Thaxton Operating Company
"TOC"
Thaxton Insurance Group, Inc.
"TIG"
TICO Credit Company, Inc.
"TICO"
Eagle Premium Finance Co., Inc.
"EPF"
Thaxton Commercial Lending, Inc.
"TCL"
Paragon, Inc.
"PI"
TICO Premium Finance Company, 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)"
THAXTON INVESTMENT CORPORATION
"Thaxton 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"
Covington Credit of Texas, Inc.
"Covington-Texas"
Covington Credit of Georgia, Inc.
"Covington-Georgia"
Southern Finance of Tennessee, Inc.
"Southern Finance-Tennessee"
Fitch National Reinsurance Company, Ltd.
"Fitch"
SoCo Reinsurance, Ltd.
"SoCo"
Quick Credit Corporation
"Quick Credit"
Covington Credit, Inc. (Oklahoma)
"Covington Oklahoma"
Covington Credit of Louisiana, Inc.
"Covington - Louisiana"
Southern