Unassociated Document


    First
      Amendment to Amended and Restated Guaranty Agreement

     

    Reference
      is hereby made to that certain Amended and Restated Guaranty Agreement dated
      as
      of June 30, 1997 (as amended, modified, or supplemented, the “Subsidiary
      Guaranty Agreement”),
      from
      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, World
      Finance Corporation of Texas, WFC Limited Partnership, WFC of South Carolina,
      Inc., World Finance Corporation of Illinois, World Finance Corporation of New
      Mexico, World Finance Corporation of Kentucky, WFC Services, Inc., and World
      Finance Corporation of Colorado (the
      “Guarantors”
      and
      individually a “Guarantor”).
      Capitalized terms not otherwise defined herein shall have the meaning set forth
      in the Subsidiary Guaranty Agreement. 

     

    Subsequent
      to the delivery of the Subsidiary Guaranty Agreement, (a) the Senior
      Secured Notes were paid in full and (a) the Guarantors have agreed to
      guarantee the payment of the Hedging Liability (as such term is defined in
      the
      Revolving Credit Agreement). Pursuant to Section 15 of the Subsidiary
      Guaranty Agreement, the Guarantors and the Security Trustee now desire to amend
      the Subsidiary Guaranty Agreement to reflect such changes and to make certain
      other amendment to the Subsidiary Guaranty Agreement as provided for
      herein.

     

    
      	
              Section
                1.

            	
              Amendments.

            


    

     

    Upon
      the
      execution and delivery hereof by the Guarantors party hereto and the Security
      Trustee, the Subsidiary Guaranty Agreement shall be and is hereby amended as
      follows:

     

    1.1.On
      or
      about December 31, 1999, the Senior Secured Notes were paid in full and are
      no longer outstanding. Accordingly, for the sake of clarity, any and all
      references in the Subsidiary Guaranty Agreement to the terms “Senior Note
      Agreements” and “Senior Secured Notes” shall be deleted.

     

    1.2.Recital I
      to the Subsidiary Guaranty Agreement shall be amended and restated in its
      entirety to read as follows:

     

    I. The
      Company entered into that certain Amended and Restated Revolving Credit
      Agreement, dated as of July 20, 2005, as the same may from time to time be
      amended or restated pursuant to the terms thereof (the “Revolving
      Credit Agreement”)
      with
      Bank of Montreal, as Agent for the financial institutions party thereto as
      Banks, which provides for borrowings, whether or not such borrowings are
      evidenced by promissory notes and as the same may from time to time be amended
      or restated pursuant to the terms thereof and any note executed in replacement
      thereof (the “Revolving
      Credit Notes”).
      The
      Revolving Credit Notes are hereinafter collectively referred to as the
“Notes.”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.3.Section 1
      of the Subsidiary Guaranty Agreement shall be amended and restated to read
      as
      follows:

     

    The
      Guarantors hereby jointly and severally unconditionally guarantee to the
      Security Trustee for the benefit of each and every holder of a Note from time
      to
      time outstanding under the Revolving Credit Agreement (collectively “Holders”
      and
      individually “Holder”)
      together with their Affiliates with respect to any Hedging Liability (1) the
      due
      and punctual payment at maturity, whether at stated maturity, by acceleration,
      by notice of prepayment or otherwise, of the principal of and premium, if any,
      and interest on the Notes and of all Hedging Liability (as such term is defined
      in the Revolving Credit Agreement) in accordance with the terms and conditions
      of such Notes, the Revolving Credit Agreement, each Security Agreement, and
      any
      agreement entered into in connection with any Hedging Liability, (2) the
      prompt performance and compliance by the Company with each of its other
      obligations under the Revolving Credit Agreement and the Company Security
      Agreement and by the Company or any Guarantor of any agreement entered into
      in
      connection with any Hedging Liability and, (3) the prompt performance and
      compliance by each other Guarantor of each of its obligations under the
      Subsidiary Security Agreement, (4) the due and punctual payment of any
      other amounts due under the Revolving Credit Agreement and each Security
      Agreement and any agreement entered into in connection with any Hedging
      Liability. Such guaranty is an absolute, unconditional, present and continuing
      guaranty of payment and not of collectibility and is in no way conditioned
      or
      contingent upon any attempt to collect from the Company or from any other
      Guarantor or upon any other condition or contingency. If the Company shall
      fail
      to pay punctually any amount guaranteed hereby, when and as the same shall
      become due and payable, the Guarantors will upon demand immediately pay the
      same
      to the holders of the Notes and the Hedging Liability to whom such payment
      is
      payable.

     

    
      	
              Section
                2.

            	
              Representations,
                Warranties, and Covenants.

            


    

     

    Each
      Guarantor hereby repeats and reaffirms all of its covenants, agreements,
      representations and warranties contained in the Subsidiary Guaranty Agreement,
      each and all of which shall be applicable to all of the guaranteed indebtedness
      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 Subsidiary Guaranty Agreement, any
      reference in any of such to the Subsidiary Guaranty Agreement to be deemed
      to
      reference to the Subsidiary Guaranty Agreement as amended hereby.

     

    3.2.Except
      as
      specifically amended hereby, all the terms and conditions of the Subsidiary
      Guaranty Agreement shall stand and remain unchanged and in full force and
      effect.

     

    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]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      First
      Amendment to Amended and Restated Guaranty Agreement is 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.

            
	
              World
                Finance Corporation of Colorado

            
	 	 	 
	
              By

            	 	
              /s/
                A. Alexander McLean III

            
	
              A.
                Alexander McLean III

            
	
              Its
                Executive Vice President

            
	 
	
              WFC
                Limited Partnership

            
	 	 	 
	
              By

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

            
	 	 	 
	 	
              By:

            	
              /s/
                A. Alexander McLean III

            
	 	 	
              A.
                Alexander McLean III

            
	 	 	
              Its
                Executive Vice President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              World
                Finance Corporation of Texas

            
	 	 
	
              By

            	
              /s/
                Jeff L. Tinney

            
	 	
              Jeff
                L. Tinney

            
	 	
              Its
                President

            
	 
	
              Harris
                N.A., as Security Trustee

            
	 	 
	
              By

            	/s/
              Michael S.
              Cameli          
              
	
              Name

            	Michael
              S.
              Cameli            
              
	
              Title

            	Director