FIRTH AMENDMENT TO SECURITY AGREEMENT



  
 Exhibit 4.9 

 
 FIFTH AMENDMENT TO
AMENDED AND RESTATED 
 SECURITY AGREEMENT,
PLEDGE AND INDENTURE OF TRUST 
  
 Reference is hereby made to that certain Amended and Restated Security Agreement, Pledge and Indenture of Trust dated as of June 30, 1997 (as the same may
be amended, the “Company Security Agreement”), from World Acceptance Corporation (the “Company”) to Harris N.A., as successor by merger to Harris Trust and Savings Bank, as Security Trustee. Capitalized terms not
otherwise defined herein shall have the meaning set forth in the Company Security Agreement. 
  
 Subsequent to the Company’s delivery of the Company Security Agreement, certain shares of stock have been added as Pledged Collateral under the Company Security Agreement and, as a result of such addition,
Schedule I of the Company Security Agreement does not accurately describe the shares of capital stock currently held by, or to be held by, the Security Trustee as Collateral under the Company Security Agreement. In addition, the Company and the
holders of the Senior Notes have concurrently herewith entered into an Amended and Restated Revolving Credit Agreement, which continues to be secured by, among other things, the Collateral. The Company and the Security Trustee now desire to amend
the Company Security Agreement to reflect such changes and to make certain other amendment to the Company Security Agreement as provided for herein. 
  

	SECTION 1.	AMENDMENTS. 

  
 Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Company Security Agreement shall be and is hereby amended as
follows: 
  
 1.1. Schedule I of the Company Security Agreement
shall be and hereby is amended and as so amended shall be restated in its entirety to read as Schedule I attached hereto. As collateral security for the indebtedness, obligations, and liabilities of the Company set forth in Section 2 of the Company
Security Agreement, the Company hereby grants and reaffirms to the Security Trustee a continuing lien on and security interest in, and acknowledges and agrees that the Security Trustee has and shall continue to have a continuing lien on and security
interest in, all the shares of capital stock of each issuer listed and described on Schedule I attached hereto and all the other properties, rights, interests and privileges comprising the Pledged Collateral (as such term is defined in the Company
Security Agreement after giving effect to this Amendment), to the same extent and with the same force and effect as if the shares of stock described on Schedule I had originally been included on Schedule I to the Company Security Agreement. The
foregoing granting clause is in addition to and supplemental of and not in substitution for the granting clause contained in the Company Security Agreement. Neither the Company nor the Security Trustee intends by this Amendment to in any way impair
or otherwise affect the lien of the Company Security Agreement on such of the Collateral which was subject to the Company Security Agreement prior to giving effect to this Amendment. 
  
 1.2. All references to the term “Revolving Credit Agreement” in the Company Security Agreement shall from
and after the date hereof be deemed a reference to the Amended and Restated Revolving Credit Agreement dated as of July 20, 2005, by and among the Company, 










 
the financial institutions from time to time party thereto, as Banks, and Harris N.A., as Agent, as the same may from time to time hereafter be further
amended or modified, including further amendments and restatements of the same in its entirety; and all references to the terms “Senior Notes” and “Notes” in the Company Security Agreement shall from and after the
date hereof be deemed a reference to the promissory notes issued from time to time pursuant to the Revolving Credit Agreement, including any and all promissory notes executed in substitution or replacement therefor or an extension or renewal
thereof, in each case as the same may be amended or modified from time to time. 
  
 1.3. Section 2 of the Company Security Agreement shall be amended by striking the period appearing after Section 2.10 and inserting in its place a semicolon followed by the following phrase: 
  
 provided that, in the case of a lien and security interest on the
voting stock or other similar voting equity interests of a corporation, limited liability company, partnership or other organization which is a “controlled foreign corporation” as defined under Section 957 of the Internal Revenue Code
(herein, a “Foreign Company”), if granting a security interest of more than 65% of the total combined voting stock or other voting equity interests of any such Foreign Company would cause adverse tax consequences to the Company,
then such lien and security interest on the voting stock or other voting equity interests shall be limited to 65% of the total combined voting stock or other voting equity interests of such Foreign Company. 
  

	SECTION 2.	REPRESENTATIONS, WARRANTIES AND COVENANTS. 

  
 The Company hereby repeats and reaffirms all of its covenants, agreements, representations and warranties contained in the
Company Security Agreement, each and all of which shall be applicable to all of the properties, rights, interests and privileges subject to the lien of the Company Security Agreement after giving effect to this Amendment. The Company hereby
certifies that no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default exists under the Company Security Agreement after giving effect to this Amendment. 
  

	SECTION 3.	MISCELLANEOUS. 

  
 3.1. No reference to this Amendment need be made in any note, instrument or other document at any time referring to the Company Security Agreement, any
reference in any of such to the Company Security Agreement to be deemed to reference to the Company Security Agreement as modified hereby. 
  
 3.2. Except as specifically modified hereby, all the terms and conditions of the Company Security Agreement shall stand and remain unchanged and in full
force and effect. 
  

 -2- 








 3.3. This Amendment may be executed in any number of counterparts, and by the different parties on
different counterpart pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed
to be an original. This Amendment shall be governed by the laws of the State of South Carolina. 
  
 [SIGNATURE PAGES TO FOLLOW] 
  

 -3- 








 This Fifth Amendment to Amended and Restated Security Agreement, Pledge and Indenture of Trust is dated
as of July 20, 2005. 
  

			
	 WORLD ACCEPTANCE CORPORATION

		
	 By
	 	 
	 Name
	 	 
	 Title
	 	 
	
	 HARRIS N.A., as successor by merger to Harris Trust and Savings Bank, as Security Trustee

		
	 By
	 	 
	 Name
	 	 
	 Title
	 	 


  

 -4- 








  
 NOTEHOLDERS’ CONSENT 
  
 Pursuant to Section 9.2 of the Company Security Agreement, the undersigned Noteholders hereby consent to the Fifth Amendment to Amended and Restated Security Agreement, Pledge and Indenture of Trust, and direct the Security Trustee to
execute such Amendment. 
  

			
	 HARRIS N.A., as successor by merger to Harris Trust and Savings Bank, as Security Trustee

		
	 By
	 	 
	 Its
	 	 
	
	 JPMORGAN CHASE BANK, N.A.

		
	 By
	 	 
	 Its
	 	 
	
	 LASALLE BANK NATIONAL ASSOCIATION

		
	 By
	 	 
	 Its
	 	 
	
	 HIBERNIA NATIONAL BANK

		
	 By
	 	 
	 Its
	 	 
	
	 WELLS FARGO FINANCIAL PREFERRED CAPITAL,
INC.

		
	 By
	 	 
	 Its
	 	 
	
	 CAROLINA FIRST BANK

		
	 By
	 	 
	 Its
	 	 


  

 -5- 








  
 SCHEDULE I

  
 DESCRIPTION OF
PLEDGED SHARES 
  

								
	 SUBSIDIARY

	  	DESCRIPTION

	  	NUMBER OF
SHARES

	 	 	STOCK CERTIFICATE NO.


	 WAC Insurance Company, Ltd.
	  	Common, $1 par	  	325	*	 	1
	 WFC of South Carolina, Inc.
	  	Common, $.01 par	  	10,000	 	 	1
	 World Acceptance Corporation of Alabama
	  	Common, $.01 par	  	1,000	 	 	1
	 World Acceptance Corporation of Missouri
	  	Common, $.01 par	  	1,000	 	 	1
	 World Finance Corporation of Georgia
	  	Common, $1 par	  	25,000
25,000	 
 	 	1
2
	 World Finance Corporation of Illinois
	  	Common, $.01 par	  	1,000	 	 	1
	 World Finance Corporation of Louisiana
	  	Common, no par	  	25	 	 	1
	 World Finance Corporation of New Mexico
	  	Common, $.01 par	  	1,000	 	 	3
	 World Finance Corporation of South Carolina
	  	Common, $1 par	  	3,750	 	 	1
	 World Finance Corporation of Tennessee
	  	Common, $.01 par	  	1,000	 	 	1
	 World Finance Corporation of Texas
	  	Class A Common, $1 par	  	125,000	 	 	A-1
	 	  	Class B Common, par	  	5,802	 	 	B-2
	 WFC Services, Inc., a Tennessee corporation
	  	No par	  	1,000	 	 	1
	 World Finance Corporation of Kentucky
	  	No par	  	1,000	 	 	1
	 World Finance Corporation of Colorado
	  	Common, no par	  	1,000	 	 	1
	 WFC Services, Inc., a South Carolina corporation
	  	________________	  	____	 	 	___
	 World Acceptance Corporation de México, S. de R.L. de C.V.
	  	________________	  	____	*	 	uncertificated interest
	 Servicios World Acceptance Corporation de México, S. de R.L. de C.V.
	  	________________	  	____	*	 	uncertificated interest



	*	Constituting 65% of the outstanding voting stock