<PAGE>
[LOGO OF FINOVA]
FINANCIAL INNOVATORS
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Rediscount Finance
THIRD AMENDED AND RESTATED SCHEDULE TO
SECOND 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.
Address: 1524 PAGELAND HIGHWAY
LANCASTER, SOUTH CAROLINA 29721
Date: AUGUST 31, 2000
This Third Second Amended and Restated Schedule to Second Amended and
Restated Loan and Security Agreement ("Third Amended Schedule") is executed in
conjunction with a certain Second Amended and Restated Loan and Security
Agreement ("Agreement"), dated August 30, 1999, and as an amendment to and
restatement of that certain Schedule to Second Amended and Restated Loan and
Security Agreement ("Schedule") and that certain Second Amended and Restated
Schedule to Second Amended and Restated Loan and Security Agreement ("Second
Amended Schedule"), dated August 9, 2000, 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 Third Amended 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 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"
Effective as of the date of the execution of a certain Loan and
Security Agreement of even date herewith by and among Thaxton Life Partners,
Inc.,Thaxton RBE, Inc. and Thaxton Reinsurance, Ltd., as borrowers, James D.
Thaxton, as guarantor (collectively the "Thaxton Life Group), and FINOVA Capital
Corporation, as lender, and the execution of a $10,000,000.00 Promissory Note
executed or guaranteed by the Thaxton Life Group (the "Thaxton Life Group
Loan"), Thaxton Reinsurance, Ltd and Thaxton RBE, Inc. will be released from any
further liability hereunder and the Collateral pledged by Thaxton Reinsurance,
Ltd and Thaxton RBE, Inc. hereunder shall not secure any Indebtedness incurred
under this Agreement, but shall secure Thaxton Life Group Loan. The undersigned
hereby consent to the release of Thaxton RBE, Inc. and Thaxton Reinsurance, Ltd.
hereunder and the release of their Collateral pledged hereunder.
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1.17.A. MAXIMUM AMOUNT OF AN ELIGIBLE RECEIVABLE (SECTION 1.17).
The term "Maximum Amount of an Eligible Receivable" shall mean for
each Receivable type as set forth below:
Consumer Loan Receivable not secured by real estate and Insurance
Premium Receivable - the sum of Thirty Thousand Dollars ($30,000.00)
remaining due thereon at any date of determination, including all
unearned finance charges, Bulk Purchase Reserves and Dealer Discounts
pursuant to such Receivable.
Consumer Loan Receivables secured by real estate - the sum of Seventy
Five Thousand Dollars ($75,000.00)remaining due thereon at any date of
determination, including all unearned finance charges, Bulk Purchase
Reserves and Dealer Discounts pursuant to such Receivable.
Non-Consumer Receivables - the sum of Five Hundred Thousand Dollars
($500,000.00), other than a vehicle floor plan loan, remaining due
thereon at any date of determination and Two Hundred Thousand Dollars
($200,000.00), with respect to a vehicle floor plan loan, remaining
due thereon at any date of determination, excluding all unearned
finance charges, Bulk Purchase Reserves and Dealer Discounts pursuant
to such Receivable.
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1.17.B. MAXIMUM TERM OF AN ELIGIBLE RECEIVABLE (SECTION 1.17).
The "Maximum Term of an Eligible Receivable" shall be for each
Receivable type as set forth below:
Consumer Loan Receivables not secured by real estate and Insurance
Premium Receivables, - a period of sixty (60) months remaining until
the contractual final due date
Consumer Loan Receivables secured by real estate - a period of One
Hundred and Eighty (180) months remaining until the contractual final
due date
1.17.D. AGING PROCEDURES AND ELIGIBILITY TEST (SECTION 1.17).
AGING PROCEDURES FOR A CONTRACTUAL AGING FOR THE FOLLOWING RECEIVABLE TYPES:
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CONSUMER LOAN RECEIVABLES (OTHER THAN VEHICLE 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
-----------------------------
1. No payment missed or due = Current.
2. 1 to 30 days past due = "30 day NC Account".
(Financing contract not canceled)
3. 31 or more days past due = "30+ day NC Account".
(Financing contract not canceled)
4. 1 to 30 days past due = "30 day Canceled Account".
(Financing contract canceled)
5. 31 to 60 days past due = "60 day Canceled Account".
(Finance contract canceled)
6. 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.
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VEHICLE RECEIVABLES AND NON-CONSUMER 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 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 1.17 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").
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.
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(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:
(i) rated "A-" or better by A.M. Best; or
(ii) 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.
Non-Consumer Receivables
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.
Mortgage Warehouse Receivables
Such Receivable shall only be eligible hereunder before the
ninety-first (91st) day after the origination date of such
Receivable. Notwithstanding the foregoing to the contrary, on any
date of determination, up to ten percent (10%) of the aggregate
outstanding balance of Mortgage Warehouse Receivables may exceed
ninety (90) days from the origination date of such Receivable,
but not more than twelve (12) months from the date of
origination, provided that 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 and such Receivable is otherwise eligible hereunder.
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1.19. GUARANTOR (whether one or more) (SECTION 1.19).
James D. Thaxton (Validity and Support Agreement).
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2.1.A. AMOUNT OF REVOLVING CREDIT LINE AND AMOUNT OF THE TRANCHE `C' CREDIT
FACILITY
The "Amount of the Revolving Credit Line" is Ninety Million
Dollars ($90,000,000.00).
The "Amount of the Tranche `C' Credit Facility" is Eight Million
Dollars ($8,000,000.00)
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2.1.B. AVAILABILITY ON ELIGIBLE RECEIVABLES (SECTION 2.1):
The "Availability on Tranche `A' and Tranche `B' Eligible Receivables"
shall be the sum of the following:
(i) with respect to the Tranche "A" Credit Facility, an amount
equal to the result of:
(a) 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, Bulk
Purchase Reserves and Dealer Discounts pursuant to the
Consumer Loan Receivables other than Captive Vehicle
Receivables,
Plus
----
(b) 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, Bulk
Purchase Reserves and Dealer Discounts pursuant to the
Non-Consumer Loan Receivables,
Plus
----
(c) the lesser of (1) fifty percent (50%) of the aggregate
unmatured and unpaid amount due to Borrower from the Account
Debtor named thereon, including all unearned finance charges
and other unearned fees and charges and Dealer Discounts
pursuant to the Captive Vehicle Receivables, and (2) one
hundred percent (100%) of the aggregate of the original cost
paid by Borrower's affiliate to acquire the vehicles that
secures such Receivables,
Plus
----
(d) the lesser of (1) eighty-five percent (85%) of the
aggregate Net Commission Income billed by Borrower in the
twelve (12) calendar months immediately preceding any date
of determination, and (2) seventy percent (70%) of the
annual academy survey average agency market value of TIG;
Plus
----
(e) ninety-five percent (95%) of the aggregate unmatured and
unpaid amount due to Borrower form the Account named
thereon, excluding all unearned finance charges and other
unearned fees and charges pursuant to Mortgage Warehouse
Receivables,
Less
----
The outstanding balance of the Tranche "C" Credit Facility,
on the date of determination.
(ii) with respect to the Tranche "B" Credit Facility, an amount
equal to the lesser of
(a) (1) if the date of determination is on or before January
31, 2001, ten percent (10%) of the aggregate unmatured and
unpaid amount due to Borrower from the Account Debtor named
thereon, excluding all unearned finance charges, Bulk
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Purchase Reserves and Dealer Discounts pursuant to the
Consumer Loan Receivables, excluding Captive Vehicle
Receivables, (2) if the date of determination is after
January 31, 2001, but on or before July 31, 2002, five
percent (5%) of the aggregate unmatured and unpaid amount
due to Borrower from the Account Debtor named thereon,
excluding all unearned finance charges, Bulk Purchase
Reserves and Dealer Discounts pursuant to the Consumer Loan
Receivables, excluding Captive Vehicle Receivables, and (3)
if the date of determination is after July 31, 2002, there
shall be no Availability on the Tranche "B" Credit Facility;
and
(b) one hundred percent (100%) of the aggregate unmatured
and unpaid amount due to Borrower from the Account Debtor
named thereon, including all unearned finance charges, Bulk
Purchase Reserves and Dealer Discounts pursuant to the
Consumer Loan Receivables, excluding Captive Vehicle
Receivables, multiplied by the CRR Advance Rate, less the
amount of the Availability for Tranche "A" with respect to
all Consumer Loan Receivables, excluding Captive Vehicle
Receivables, pursuant to Schedule Section 2.1.B. (i)
hereinabove.
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 Eligible Receivables advance percentages:
(A) the percentage determined by dividing the aggregate
outstanding balance of all Consumer Loan Receivables by the
aggregate outstanding balance of all Receivables is less
than fifty percent (50%);
(B) the sum of all liabilities and obligations of all
Borrowers plus the outstanding balance of the Tranche "C"
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;
(C) if on any date of determination, the Cash Collection
Percentage is less than seven percent (7%);
(D) if on any date of determination, the average outstanding
balance of Non-Consumer Receivables is greater than Two
Hundred Thousand Dollars ($200,000.00); or
(E) if on any date of determination, the average outstanding
balance of all Consumer Loan Receivables is greater than
Three Thousand Dollars ($3,000.00)
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2.2. STATED INTEREST RATE (SECTION 2.2) AND STATED DIVIDEND RATE (SECTION 2.21)
TRANCHE "A" CREDIT FACILITY STATED INTEREST RATE
------------------------------------------------
The "Tranche "A" Credit Facility Stated Interest Rate" shall be
lesser of (i) the Governing Rate plus One and one-quarter percent
(1.25%) per annum; or (ii) the Maximum Rate.
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TRANCHE "B" CREDIT FACILITY STATED INTEREST RATE
------------------------------------------------
The "Tranche "B" Credit Facility Stated Interest Rate" shall be
lesser of (i) the Governing Rate plus Five percent (5.00%) per annum;
or (ii) the Maximum Rate.
TRANCHE "C" CREDIT FACILITY DIVIDEND RATE
-----------------------------------------
The "Tranche "C" Credit Facility Dividend Rate" shall be an
amount determined as follows: lesser of (i) the Governing Rate, less
an amount equal to One percent (1.00%) per annum ; or (ii) the Maximum
Rate.
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2.3. MATURITY DATE (SECTION 2.3.C).
The primary term of this Agreement shall expire on July 31, 2004. If
Borrower desires to extend the primary term or any term thereafter of
this Agreement, Borrower shall give Lender notice of its intent to
extend the term no earlier than one hundred and eighty (180) days and
no later than one hundred and fifty (150) days prior to any expiration
date of this Agreement. Upon the receipt by Lender of Borrower's
notice to extend the term of this Agreement, if Lender desires to
renew and extend the term of this Agreement, Lender shall give
Borrower notice of Lender's intent to extend the term of this
Agreement, within sixty (60) days of Lender's receipt of Borrower's
notice to extend. If Lender does not give Borrower notice of Lender's
intent to extend the term of this Agreement within the sixty (60) days
period, then it shall be deemed that Lender does not intend to renew
and extend the term of this Agreement. 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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2.6. VOLUNTARY PREPAYMENTS (SECTION 2.6).
The amount of "Liquidated Damages" shall be, if Borrower notifies the
Lender of Borrower's intention to pay the Indebtedness in full and
requests a termination of Borrower security interest in the Collateral
hereunder before July 31, 2004, the amount of "Liquidated Damages"
shall be the amount of Eight Hundred Thousand Dollars ($800,000.00).
Notwithstanding the foregoing, the above Liquidated Damages shall be
waived upon the satisfaction of the following conditions:
1. Borrower requests an increase in the Amount of Revolving Credit
Line prior to the Maturity Date,
2. At the time of such request, the outstanding balance of the
Indebtedness is equal to or greater than ninety percent (90%) of
the Amount of the Revolving Credit Line,
3. At the time of such request and during the period beginning on
the date of such request and ending on the date Lender declines
such request, a Default or an Event of Default does not exist or
has not occurred, and
4. Lender declines such request.
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2.22. FACILITY FEE (SECTION 2.22)
The monthly facility fee shall be Eleven Thousand Six Hundred
Sixty-Six and 66/100 Dollars ($11,666.66).
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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
Thaxton Insurance
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6.2.A. MINIMUM TIG DEBT SERVICE COVERAGE (SECTION 6.2.L.)
The Minimum TIG Debt Service Coverage Ratio shall be 1.25 to 1.00, to
be determined on a calendar quarter basis.
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6.2.B. MINIMUM NET COMMISSION INCOME (SECTION 6.2.M.)
The Minimum Net Commission Income shall be Three Million Dollars
($3,000,000.00) for any twelve (12) calendar month period immediately
preceding any date of determination.
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6.3.A.. LEVERAGE RATIO LIMIT (SECTION 6.3.A).
The term "Leverage Ratio Limit" shall mean 7.00 to 1.00.
================================================================================
6.3.B. MINIMUM NET INCOME (SECTION 6.3.B).
The Minimum Net Income shall be One Dollar ($1.00) for any fiscal year
of Borrower.
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6.3.C. DISTRIBUTIONS LIMITATION (SECTION 6.3.C).
The Maximum Distributions shall not exceed twenty-five percent (25%)
of Net Income of the fiscal year of Borrower based upon Borrower's
annual audited financial, 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 TANGIBLE NET WORTH PLUS SUBORDINATED DEBT (SECTION 6.3.D.).
The Minimum Tangible Net Worth plus the outstanding balance of all
Subordinated Debt plus the outstanding balance Tranche "B" shall not
be less than Ten Million Dollars ($10,000,000.00) during the term
hereof.
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6.3.E. MINIMUM TANGIBLE NET WORTH (SECTION 6.3.E.).
The Minimum Tangible Net Worth shall not be less than Five Million
Dollars ($5,000,000.00) during the term hereof.
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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.
================================================================================
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 Finance Office:
FINOVA Capital Corporation
355 South Grand Avenue, Suite 2400
Los Angeles, CA 90071
Attn: John J. Bonano, Senior Vice President
Telephone: (213) 253-1600
Telecopy No.: (213) 625-0268
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Corporate Office:
FINOVA Capital Corporation
4800 N. Scottsdale Road
Scottsdale, AZ 85251
Attn: Joseph R. D'Amore, Senior Counsel
Telephone: (480) 636-4932
Telecopy No.: (480) 636-4937
Rediscount Finance Office:
FINOVA Capital Corporation
16633 Dallas Parkway
Addison, Texas 75001
Attn: Tony Hawkins
Telephone: (972) 764-1100
Telecopy No.: (972) 764-1149
Borrower: The Thaxton Group, Inc.
Thaxton Operating Company
Thaxton Insurance Group, Inc.
TICO Credit Company, Inc.
Eagle Premium Finance, C., Inc.
Thaxton Commercial Lending, Inc.
TICO Premium Finance Company, Inc.
Paragon, Inc.
TICO Reinsurance, Ltd.
TICO Credit Company of Tennessee, Inc.
TICO Credit Company of North Carolina, Inc.
1524 Pageland Highway
Lancaster, South Carolina 29721
Telephone: (803) 285-4336
Telecopy No.: (803) 286-5770
Guarantor: James D. Thaxton
------------------------------------------------
------------------------------------------------
Telephone:
--------------------------------------
Telecopy No.:
-----------------------------------
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9.15. AGENT FOR SERVICE OF PROCESS (SECTION 9.15).
James D. Thaxton, whose address is 1524 Pageland Highway, Lancaster,
South Carolina 29721. (Agent)
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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 Rohrbough 8/31/00
--------------------------------------------------
Cash Rohrbough, Vice President (Date)
BORROWER:
THE THAXTON GROUP, INC.
a South Carolina corporation
By: /s/ James D. Thaxton 8/31/00
--------------------------------------------------
James D. Thaxton, President (Date)
THAXTON OPERATING COMPANY
a South Carolina corporation
By: /s/ James D. Thaxton 8/31/00
--------------------------------------------------
James D. Thaxton, President (Date)
THAXTON INSURANCE GROUP, INC.
a South Carolina corporation
By: /s/ James D. Thaxton 8/31/00
--------------------------------------------------
James D. Thaxton, President (Date)
TICO CREDIT COMPANY, INC.,
a South Carolina corporation
By: /s/ James D. Thaxton 8/31/00
--------------------------------------------------
James D. Thaxton, President (Date)
EAGLE PREMIUM FINANCE CO, INC.
a South Carolina Corporation
By: /s/ James D. Thaxton 8/31/00
--------------------------------------------------
James D. Thaxton, President (Date)
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THAXTON COMMERCIAL LENDING, INC.
a South Carolina corporation
By: /s/ James D. Thaxton 8/31/00
--------------------------------------------------
James D. Thaxton, President (Date)
PARAGON, INC.
a South Carolina Corporation
By: /s/ James D. Thaxton 8/31/00
--------------------------------------------------
James D. Thaxton, President (Date)
TICO PREMIUM FINANCE COMPANY, INC.,
a South Carolina Corporation
By: /s/ James D. Thaxton 8/31/00
--------------------------------------------------
James D. Thaxton, President (Date)
TICO REINSURANCE, LTD.
a British West Indies Association
By: /s/ James D. Thaxton 8/31/00
--------------------------------------------------
James D. Thaxton, President (Date)
TICO CREDIT COMPANY OF TENNESSEE, INC.,
a Tennessee Corporation
By: /s/ James D. Thaxton 8/31/00
--------------------------------------------------
James D. Thaxton, President (Date)
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