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.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    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]


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    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

              


      

    


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

    


    
      
        	
                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

              


      

    


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    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

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -2-