Fifth
Amendment to Amended and Restated Revolving Credit Agreement

       

      This
Fifth Amendment to Amended and Restated Revolving Credit Agreement (herein, the
“Amendment”) is entered
into as of January 28, 2009, 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 and the Banks have agreed to amend the Credit Agreement 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, subsection (b)(y) of Section 8.12 of the Credit Agreement
(Subordinated Debt) shall be amended and restated to read as
follows:

       

      (y) with
prior written notice to the Agent and the Banks (which
notice may be given the same day as the anticipated consummation of the
transaction addressed in the notice), the Borrower may voluntarily
prepay, redeem, or repurchase all or any part of outstanding Subordinated Debt
if at the time of any such payment and after giving effect thereto no Default or
Event of Default exists, which notice shall be accompanied by a duly executed
officer’s certificate (in form and substance acceptable to the Agent) certifying
the amount of the Subordinated Debt to be voluntarily prepaid, redeemed, or
repurchased, the payment or purchase price thereof, and that at the time of any
such payment and after giving effect thereto no Default or Event of Default
exists. 

       

      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.

       

      2.3.  
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
Fifth 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
  II

                      
	
                         
      

                      	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 M. Tolentino

                    
	 
      	
                      Name:

                    	
                      Michael
      M. Tolentino

                    
	 
      	
                      Title:

                    	
                      Vice
      President

                    
	 
      	 
      	 
      
	
                      Bank
      of America, National Association

                    
	 
      	 
      	 
      
	
                      By

                    	
                      /s/ Seth Tyminski

                    
	 
      	
                      Name:

                    	
                      Seth
      Tyminski

                    
	 
      	
                      Title:

                    	
                      Assistant
      Vice
President

                    


            

          

        

      


      
        
           


        

        
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                    Capital
      One, National Association

                  

                
	 
      	 
      	 
      
	
                  By

                	
                  /s/ Paul Rubrich

                
	 
      	
                  Name:  

                	
                  Paul
      J. Rubrich

                
	 
      	
                  Title:

                	
                  Vice
      President

                
	 
      	 
      	 
      
	
                  Wells
      Fargo Preferred Capital, Inc.

                
	 
      	 
      	 
      
	
                  By

                	
                  /s/ William M. Laird

                
	 
      	
                  Name:

                	
                  William
      M. Laird

                
	 
      	
                  Title:

                	
                  Senior
      Vice President

                
	 
      	 
      	 
      
	
                  Carolina
      First Bank

                
	 
      	 
      	 
      
	
                  By

                	
                  /s/ Kevin M. Short

                
	 
      	
                  Name:

                	
                  Kevin
      M. Short

                
	 
      	
                  Title:

                	
                  Executive
      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 Fifth 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. 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 January 28, 2009.

      


      
        
          
            	
                    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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