Unassociated Document


    Fourth
      Amendment to Amended and Restated Revolving Credit
      Agreement

     

    This
      Fourth Amendment to Amended and Restated Revolving Credit Agreement (herein,
      the
“Amendment”)
      is
      entered into as of August 4, 2008, by and among World Acceptance
      Corporation, a South Carolina corporation (the “Borrower”),
      the
      Banks party hereto, Bank of Montreal, as Agent for the Banks (the “Agent”).

     

    Preliminary
      Statements

     

    A.The
      Borrower, the Banks, JPMorgan Chase Bank as Co-Agent, and the Agent are parties
      to a certain Amended and Restated Revolving Credit Agreement, dated as of
      July 20, 2005, as amended (the “Credit
      Agreement”).
      All
      capitalized terms used herein without definition shall have the same meanings
      herein as such terms have in the Credit Agreement.

     

    B.The
      Borrower has requested that the Banks extend the Termination Date, amend certain
      provisions relating to investments in non-Restricted Subsidiaries, and make
      certain other amendments to the Credit Agreement, and the Banks are willing
      to
      do so under the terms and conditions set forth in this Amendment.

     

    Now,
      Therefore, for
      good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

     

    
      	
              Section 1.

            	
              Amendments.

            


    

     

    Subject
      to the satisfaction of the conditions precedent set forth in Section 2
      below, the Credit Agreement shall be and hereby is amended as
      follows:

     

    1.1.Subsection (d)
      of the second paragraph of Section 3.5 of the Credit Agreement (Place and
      Application of Payments) shall be amended and restated to read as
      follows:

     

    (d) fourth,
      to the Agent and the Banks (and, in the case of Hedging Liability, their
      Affiliates) ratably in accord with the amounts of any other indebtedness,
      obligations or liabilities of the Borrower owing to each of them and secured
      by
      the Collateral Documents (including, without limitation, Hedging Liability)
      unless and until all such indebtedness, obligations and liabilities have been
      fully paid and satisfied;

     

    1.2.The
      first
      sentence of Section 4.1 of the Credit Agreement (The Collateral) shall be
      amended and restated to read as follows:

     

    The
      Obligations shall be secured by valid and perfected first priority Liens
      pursuant to the Company Security Agreement and the Subsidiary Security Agreement
      in favor of the Security Trustee for the benefit of the Banks on all of the
      Borrower’s and each of its Restricted Subsidiaries’ (other than the Insurance
      Subsidiary’s) now existing and hereafter arising or acquired accounts, general
      intangibles, instruments, documents, chattel paper, investment property,
      inventory, equipment, deposit accounts, and other goods together with all
      records and proceeds relating thereto as well as on all capital stock or other
      equity interests of each Subsidiary and all proceeds thereof; provided,
      however,
      that
      the lien on the Voting Stock of the Insurance Subsidiary and any other Foreign
      Subsidiary shall be limited to 66% of the total outstanding Voting Stock of
      the
      Insurance Subsidiary and any other Foreign Subsidiary.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3.Section 4.2
      of the Credit Agreement (Subsidiary Guaranties) shall be amended and restated
      to
      read as follows:

     

    Section 4.2. Subsidiary
      Guaranties.
      Payment
      of the Obligations shall at all times be guarantied by each of the Restricted
      Subsidiaries (other than the Insurance Subsidiary) pursuant to the Subsidiary
      Guaranty Agreement.

     

    1.4.Section 5.1
      of the Credit Agreement (Definitions) shall be amended by (a) adding in
      appropriate alphabetical order a definition of “Hedging
      Liability”
      and
      (b) amending and restating the definitions of “Collateral
      Documents,” “Obligations,” and“Termination
      Date”
      which
      shall instead read as follows:

     

    “Collateral
      Documents” means
      the
      Company Security Agreement, the Subsidiary Security Agreement, and all other
      security agreements, financing statements and other documents as shall from
      time
      to time secure or relate to the Obligations or any part thereof.

     

    “Hedging
      Liability”
      means
      the liability of the Borrower or any Restricted Subsidiaries party to the
      Subsidiary Guaranty Agreement to any of the Banks, or any Affiliates of such
      Banks, in respect of any interest rate, foreign currency, and/or commodity
      swap,
      exchange, cap, collar, floor, forward, future or option agreement, or any other
      similar interest rate, currency or commodity hedging arrangement, as the
      Borrower or such Restricted Subsidiary, as the case may be, may from time to
      time enter into with any one or more of the Banks party to this Agreement or
      their Affiliates. 

     

    “Obligations”
      means
      all unpaid principal of and accrued and unpaid interest on the Notes, all
      Hedging Liability, all accrued and unpaid fees and all other obligations of
      the
      Borrower or any Restricted Subsidiary to the Banks or any Bank or the Agent
      or
      the Security Trustee arising under the Loan Documents, in each case whether
      now
      existing or hereafter arising, due or to become due, direct or indirect,
      absolute or contingent, and howsoever evidenced, held or acquired.

     

    “Termination
      Date”
      means
      September 30, 2010, or such later date to which the Commitments are
      extended pursuant to Section 3.4 hereof, or such earlier date on which the
      Commitments are terminated in whole pursuant to Sections 2.9, 9.3 or 9.4
      hereof.

     

    1.5.Section 8.9(e)
      of the Credit Agreement (Permitted Indebtedness) shall be amended and restated
      in its entirety to read as follows: 


    
      
        
        

      

      
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    (e) other
      unsecured Indebtedness for Borrowed Money to any Person (other than to the
      Borrower or another Restricted Subsidiary) in an aggregate amount for the
      Borrower and all Restricted Subsidiaries not exceeding $5,000,000 at any time
      outstanding. 

     

    1.6.Section 8.18(g)
      of the Credit Agreement (Investments) shall be amended and restated in its
      entirety and a new subsection (h) shall be added immediately thereafter, to
      read as follows:

     

    (g) Investments
      by the Borrower in WAC de México, S.A. de C.V., SOFOM, ENR and
      Servicios World Acceptance Corporation de México, S. de R.L.
      de C.V. (collectively, the “Mexican
      Subsidiaries”)
      in an
      aggregate amount not to exceed $35,000,000 at any one time outstanding;
      and

     

    (h) other
      Investments (in addition to those permitted in clauses (a) through (g) above),
      including for purposes hereof Investments in all Unrestricted Subsidiaries
      other
      than the Mexican Subsidiaries set forth in subsection (g) above,
provided
      that
      (i) the aggregate amount of Investments in all Unrestricted Subsidiaries
      organized outside of the United States of America (other than the Mexican
      Subsidiaries set forth in subsection (g) above) shall not at any time
      exceed 3% of Consolidated Adjusted Net Worth and (ii) the aggregate amount
      of all such other Investments (including Investments in Unrestricted
      Subsidiaries other than the Mexican Subsidiaries set forth in
      subsection (g) above) shall not at any time exceed 10% of Consolidated
      Adjusted Net Worth.

     

    1.7.Section 11
      of the Credit Agreement (The Agent) shall be amended by (a) amending and
      restating Section 11.11 in its entirety and (b) adding a new Section
      11.13, each of which shall read as follows:

     

    Section 11.11. Authorization
      to Release or Subordinate or Limit Liens. The
      Agent
      is hereby irrevocably authorized by each of the Banks to authorize the Security
      Trustee to (a) release any Lien covering any Collateral that is sold,
      transferred, or otherwise disposed of in accordance with the terms and
      conditions of this Agreement and the relevant Collateral Documents (including
      a
      sale, transfer, or disposition permitted by the terms of Section 8.13
      hereof or which has otherwise been consented to in accordance with
      Section 12.11 hereof), (b) release or subordinate any Lien on
      Collateral consisting of goods financed with purchase money indebtedness or
      under a Capital Lease to the extent such purchase money indebtedness or
      Capitalized Lease Obligation, and the Lien securing the same, are permitted
      by
      Sections 8.9, 8.10, and 8.11 hereof, (c) reduce or limit the amount of
      the indebtedness secured by any particular item of Collateral to an amount
      not
      less than the estimated value thereof to the extent necessary to reduce mortgage
      registry, filing and similar tax and (d) release Liens on the Collateral
      following termination or expiration of the Commitments and payment in full
      in
      cash of the Obligations.


    
      
        
        

      

      
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    Section 11.13. Hedging
      Liability.
      By
      virtue of a Bank’s execution of this Agreement or an assignment agreement
      pursuant to Section 12.10 hereof, as the case may be, any Affiliate of such
      Lender with whom the Borrower or any Restricted Subsidiary has entered into
      an
      agreement creating Hedging Liability shall be deemed a Bank party hereto for
      purposes of any reference in a Loan Document to the parties for whom the Agent
      or the Security Trustee is acting, it being understood and agreed that the
      rights and benefits of such Affiliate under the Loan Documents consist
      exclusively of such Affiliate’s right to share in payments and collections out
      of the Collateral and the Subsidiary Guaranty Agreement as more fully set forth
      in Section 3.5 hereof. In connection with any such distribution of payments
      and collections, or any request for the release of the Subsidiary Guaranty
      Agreement and the Security Trustee’s Liens in connection with the termination of
      the Commitments and the payment in full of the Obligations, the Agent and the
      Security Trustee shall be entitled to assume no amounts are due to any Bank
      or
      its Affiliate with respect to Hedging Liability unless such Bank has notified
      the Agent and the Security Trustee in writing of the amount of any such
      liability owed to it or its Affiliate prior to such distribution or payment
      or
      release of Subsidiary Guaranty Agreement and Liens.

     

    1.8.Schedule 6.2
      to the Credit Agreement (Subsidiaries) shall be amended by striking reference
      to
      the Subsidiary by the name of “World Acceptance Corporation de México,
      S. de R.L. de C.V.” and inserting in its place the name “WAC de
      México, S.A. de C.V., SOFOM, ENR” which shall be accompanied by the
      following information:

     

    
      	
              Name

            	
               

            	
              Jurisdiction of 

              Organization

            	
               

            	
              Owner

            	
               

            	
              Percentage 

              Ownership 

            
	 	 	 	 	 	 	 
	
              WAC de México, S.A. de C.V., 

              SOFOM, ENR

            	 	
              Mexico

            	 	
              World Acceptance Corporation (99%) 

              and WFC Services, Inc., a South 

              Carolina corporation (1%)

            	 	
              100%

            


    

     

    Section 2. Conditions Precedent.

     

    The effectiveness of this Amendment is subject
      to the satisfaction of all of the following conditions precedent:

     

    2.1.The
      Borrower and the Required Banks shall have executed and delivered this
      Amendment.

     

    2.2.The
      Restricted Subsidiaries parties to the Subsidiary Guaranty Agreement shall
      have
      executed and delivered to the Agent their consent to this Amendment in the
      form
      set forth below.


    
      
        
        

      

      
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    2.3.The
      Restricted Subsidiaries and the Security Trustee shall have executed a First
      Amendment to the Subsidiary Guaranty Agreement in the form attached hereto
      as
      Annex A (and each of the Banks hereby authorize and instruct the Security
      Trustee to execute and delver the First Amendment to the Subsidiary Guaranty
      Agreement in the form attached hereto as Annex A).

     

    2.4.Legal
      matters incident to the execution and delivery of this Amendment shall be
      satisfactory to the Agent and its counsel.

     

    
      	
              Section 3.

            	
              Representations.

            


    

     

    In
      order
      to induce the Banks to execute and deliver this Amendment, the Borrower hereby
      represents to the Agent, the Security Trustee, and the Banks that as of the
      date
      hereof, after giving effect to the amendments set forth in Section 1 above,
      (a) the representations and warranties set forth in Section 6 of the Credit
      Agreement and in the other Loan Documents are and shall be and remain true
      and
      correct (except that the representations contained in Section 6.6 shall be
      deemed to refer to the most recent financial statements of the Borrower
      delivered to the Agent) and (b) the Borrower and the Guarantors are in
      compliance with the terms and conditions of the Credit Agreement and the other
      Loan Documents and no Default or Event of Default exists or shall result after
      giving effect to this Amendment.

     

    
      	
              Section 4.

            	
              Miscellaneous.

            


    

     

    4.1.Except
      as
      specifically amended herein, the Credit Agreement shall continue in full force
      and effect in accordance with its original terms. Reference to this specific
      Amendment need not be made in the Credit Agreement, the Notes, or any other
      instrument or document executed in connection therewith, or in any certificate,
      letter or communication issued or made pursuant to or with respect to the Credit
      Agreement, any reference in any of such items to the Credit Agreement being
      sufficient to refer to the Credit Agreement as amended hereby.

     

    4.2.The
      Borrower heretofore executed and delivered, among other things, the Company
      Security Agreement and hereby acknowledges and agrees that the security
      interests and liens created and provided for therein secure the payment and
      performance of the Obligations as amended hereby, which are entitled to all
      of
      the benefits and privileges set forth therein. Without limiting the foregoing,
      the Borrower acknowledges that the “Secured Indebtedness” as defined in the
      Company Security Agreement includes all Hedging Liability in addition to all
      other Obligations as originally defined therein.

     

    4.3.The
      Borrower agrees to pay on demand all costs and expenses of or incurred by the
      Agent in connection with the negotiation, preparation, execution and delivery
      of
      this Amendment and the other instruments and documents to be executed and
      delivered in connection herewith, including the fees and expenses of counsel
      for
      the Agent.


    
      
        
        

      

      
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    4.4.This
      Amendment may be executed in any number of counterparts, and by the different
      parties on different counterpart signature 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. Delivery of
      a
      counterpart hereof by facsimile transmission or by e-mail transmission of an
      Adobe Portable Document Format File (also known as an “PDF” file)
      shall be effective as delivery of a manually executed counterpart hereof. This
      Amendment shall be governed by, and construed in accordance with, the internal
      laws of the State of Illinois (without regard to principles of conflicts of
      laws).

     

    [Signature
      Page to Follow]

     

    
      
        
        

      

      
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    This
      Fourth Amendment to Amended and Restated Revolving Credit Agreement is entered
      into as of the date and year first above written.

     

    
      	 	
              World
                Acceptance Corporation

            
	 	 
	 	
              By:

            	
              /s/
                A. Alexander McLean, III

            
	 	 	
              Name:  
                A. Alexander McLean, III

            
	 	 	
              Title:
                    Chief Executive Officer

            
	 	 	 
	
              Accepted
                and agreed to.

            	 	 
	 	
              Bank
                of Montreal,
                in its capacity as Agent

            
	 	 
	 	
              By:

            	
              /s/
                Michael S. Cameli

            
	 	 	
              Name:  
                Michael S. Cameli

            
	 	 	
              Title:    
                Director

            
	 	 	 
	 	
              BMO
                Capital Markets Financing, Inc.

            


    

     

    
      
        	 	
                By

              	/s/
                Michael S. Cameli
	 	 	
                Name

              	Michael
                S. Cameli
	 	 	
                Title

              	Director


      

    

     

    
      	 	
              JPMorgan
                Chase Bank, N.A.

            
	 	 
	 	
              By:

            	
              /s/
                Michael Tolentino

            
	 	 	
              Name:  
                Michael Tolentino

            
	 	 	
              Title:    
                Vice President

            
	 	 	 
	 	
              Bank
                of America, N.A.

            
	 	 
	 	
              By:

            	
              /s/
                Deirdra Sikora

            
	 	 	
              Name:  
                Deirdra Sikora

            
	 	 	
              Title:     Vice
                President

            


    

     

    
      
        
        

      

      
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              Capital
                One, National Association

            
	 	 
	 	
              By:

            	
              /s/
                Lori Mitchell

            
	 	 	
              Name:   Lori
                Mitchell

            
	 	 	
              Title:    
                Executive Vice President

            
	 	 	 
	 	
              Wells
                Fargo Financial Preferred Capital, Inc.

            
	 	 
	 	
              By:

            	
              /s/
                William Laird

            
	 	 	
              Name:  
                William Laird

            
	 	 	
              Title:    
                Senior Vice President

            
	 	 	 
	 	
              Carolina
                First Bank

            
	 	 
	 	
              By:

            	
              /s/
                Luke E. Barnett

            
	 	 	
              Name:  
                Luke E. Barnett

            
	 	 	
              Title:    
                Vice President

            


    

     

    
      
        
        

      

      
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    Acknowledgement
      and Consent

     

    Each
      of
      the undersigned is a Restricted Subsidiary of World Acceptance Corporation
      who
      has executed and delivered to the Security Trustee, the Agent, and the Banks
      the
      Subsidiary Guaranty Agreement and the Subsidiary Security Agreement. Each of
      the
      undersigned hereby acknowledges and consents to the Fourth Amendment to Amended
      and Restated Revolving Credit Agreement set forth above and confirms that the
      Loan Documents executed by it, and all of its obligations thereunder, remain
      in
      full force and effect, and that the security interests and liens created and
      provided for therein continue to secure the payment and performance of the
      Obligations of the Borrower under the Credit Agreement after giving effect
      to
      the Amendment. Without limiting the foregoing, each of the undersigned
      acknowledges that the “Secured Indebtedness” as defined in the Subsidiary
      Security Agreement includes all Hedging Liability in addition to all other
      Obligations as originally defined therein. Each of the undersigned acknowledges
      that the Security Trustee, the Agent, and the Banks are relying on the foregoing
      in entering into the Amendment.

     

    Dated
      as
      of August 4, 2008.

     

    
      	
              World
                Acceptance Corporation of Alabama

            
	
              World
                Acceptance Corporation of Missouri

            
	
              World
                Finance Corporation of Georgia

            
	
              World
                Finance Corporation of Louisiana

            
	
              World
                Acceptance Corporation of Oklahoma, Inc.

            
	
              World
                Finance Corporation of South Carolina

            
	
              World
                Finance Corporation of Tennessee

            
	
              WFC
                of South Carolina, Inc.

            
	
              World
                Finance Corporation of Illinois

            
	
              World
                Finance Corporation of New Mexico

            
	
              World
                Finance Corporation of Kentucky

            
	
              WFC
                Services, Inc.,
                a
                South Carolina corporation

            
	
              World
                Finance Corporation of Colorado

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              By

            	/s/  A.
              Alexander McLean, III
	 	
              A.
                Alexander McLean, III

            
	 	
              Its
                Chief Executive Officer

            
	 	 
	WFC
              Limited Partnership
	 	 
	
              By

            	
              WFC
                of South Carolina, Inc., as sole general
                partner

            


    

     

    
      	
              By

            	
              /s/
                A. Alexander McLean, III

            
	 	
              A.
                Alexander McLean, III

            
	 	
              Its
                Chief Executive Officer

            


    

     

    
      	
              World
                Finance Corporation of Texas

            
	 
	
              By

            	
              /s/
                Jeff L. Tinney

            
	 	
              Jeff
                L. Tinney

            
	 	
              Its
                President

            


    

     

    
      
        
        

      

      
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