Amended
and Restated Security Agreement,

      Pledge
and Indenture of Trust

       

      Dated as
of September 17, 2010

       

      among

       

      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

      World
Finance Corporation of Colorado

      World
Finance Corporation of Wisconsin

      and

      WFC
Services, Inc.

       

      and

      
      

      Harris
N.A.,

      as
Collateral Agent

       

      
      

      
        

        

      
  

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      Table
of Contents

      
        


        
          
            
              
                
                  
                    	
                            Section

                          	
                            Heading

                          	
                            Page

                          
	 
      	 
      	 
      
	
                            Parties

                          	 
      	
                            1

                          
	 
      	 
      	 
      
	
                            Recitals

                          	 
      	
                            1

                          
	 
      	 
      	 
      
	
                            Section 1.

                          	
                            Interpretation
      of Agreement; Definitions

                          	
                            2

                          
	 
      	 
      	 
      
	
                            Section 1.1.

                          	
                            Definitions

                          	
                            2

                          
	
                            Section 1.2.

                          	
                            Accounting
      Principles

                          	
                            7

                          
	
                            Section 1.3.

                          	
                            Directly
      or Indirectly

                          	
                            7

                          
	 
      	 
      	 
      
	
                            Section 2.

                          	
                            Granting
      Clauses

                          	
                            7

                          
	 
      	 
      	 
      
	
                            Section 2.1.

                          	
                            Equipment

                          	
                            7

                          
	
                            Section 2.3.

                          	
                            Pledged
      Collateral

                          	
                            8

                          
	
                            Section 2.4.

                          	
                            General
      Intangibles

                          	
                            8

                          
	
                            Section 2.5.

                          	
                            Investment
      Property

                          	
                            8

                          
	
                            Section 2.6.

                          	
                            Records
      and Cabinets

                          	
                            8

                          
	
                            Section 2.7.

                          	
                            Partnership
      Interests

                          	
                            8

                          
	
                            Section 2.8.

                          	
                            Additional
      Property

                          	
                            9

                          
	
                            Section 2.9.

                          	
                            Deposit
      Accounts

                          	
                            9

                          
	
                            Section 2.10.

                          	
                            Other
      Proceeds and Products

                          	
                            9

                          
	 
      	 
      	 
      
	
                            Section
      3.

                          	
                            Covenants,
      Representations and Warranties of the Companies

                          	
                            9

                          
	 
      	 
      	 
      
	
                            Section 3.1.

                          	
                            Location
      of Collateral

                          	
                            10

                          
	
                            Section 3.2.

                          	
                            Warranty
      of Title

                          	
                            10

                          
	
                            Section 3.3.

                          	
                            No
      Alienation of Collateral

                          	
                            10

                          
	
                            Section 3.4.

                          	
                            Removal
      of Collateral

                          	
                            10

                          
	
                            Section 3.5.

                          	
                            Compliance
      with Leases

                          	
                            10

                          
	
                            Section 3.6.

                          	
                            Protection
      of Collateral

                          	
                            11

                          
	
                            Section 3.7.

                          	
                            Further
      Assurances

                          	
                            11

                          
	
                            Section 3.8.

                          	
                            Maintenance
      of Lien; Recording; Opinions of Counsel

                          	
                            12

                          
	
                            Section 3.9.

                          	
                            Consent
      to World Security Agreement, Etc

                          	
                            13

                          
	
                            Section 3.10.

                          	
                            Names
      under which Each Company Conducts its Business

                          	
                            13

                          
	
                            Section 3.11.

                          	
                            Deposit
      Accounts

                          	
                            13

                          
	 
      	 
      	 
      
	
                            Section 4.

                          	
                            Special
      Provisions Relating to Receivables

                          	
                            13

                          
	 
      	 
      	 
      
	
                            Section 4.1.

                          	
                            Representations
      and Warranties

                          	
                            13

                          
	
                            Section 4.2.

                          	
                            Receivable
      Schedules

                          	
                            15

                          
	
                            Section 4.3.

                          	
                            Collection
      of Receivables

                          	
                            15

                          
	
                            Section 4.4.

                          	
                            Power
      of Attorney

                          	
                            16

                          


                  

                

              

            

          

        

        


        
          
            
               


            

            
              -i-

              
                

              

            

            
               


            

          

        

         

        
          
            
              
                	
                        Section
      5.

                      	
                        Special
      Provisions Relating to Pledged Collateral

                      	
                        17

                      
	 
      	 
      	 
      
	
                        Section 5.1.

                      	
                        Delivery
      of Pledged Collateral; Transfer to Collateral Agent

                      	
                        17

                      
	
                        Section 5.2.

                      	
                        Voting
      Power; Payments

                      	
                        17

                      
	
                        Section 5.3.

                      	
                        Covenants
      of Each Company

                      	
                        18

                      
	 
      	 
      	 
      
	
                        Section
      6.

                      	
                        Application
      of Certain Moneys

                      	
                        19

                      
	 
      	 
      	 
      
	
                        Section 6.1.

                      	
                        Application
      if no Default or Event of Default Exists

                      	
                        19

                      
	
                        Section 6.2.

                      	
                        Application
      if a Default or an Event of Default Exists

                      	
                        20

                      
	 
      	 
      	 
      
	
                        Section
      7.

                      	
                        Defaults
      and Remedies

                      	
                        20

                      
	 
      	 
      	 
      
	
                        Section 7.1.

                      	
                        Events
      of Default

                      	
                        20

                      
	
                        Section 7.2.

                      	
                        Collateral
      Agent’s Rights

                      	
                        20

                      
	
                        Section 7.3.

                      	
                        Waiver
      by Each Company

                      	
                        21

                      
	
                        Section 7.4.

                      	
                        Effect
      of Sale

                      	
                        21

                      
	
                        Section 7.5.

                      	
                        Application
      of Sale and Other Proceeds

                      	
                        21

                      
	
                        Section 7.6.

                      	
                        Discontinuance
      of Remedies

                      	
                        22

                      
	
                        Section 7.7.

                      	
                        Cumulative
      Remedies

                      	
                        22

                      
	 
      	 
      	 
      
	
                        Section 8.

                      	
                        The
      Collateral Agent

                      	
                        22

                      
	 
      	 
      	 
      
	
                        Section 8.1.

                      	
                        Duties
      of Collateral Agent

                      	
                        22

                      
	
                        Section 8.2.

                      	
                        Collateral
      Agent’s Liability

                      	
                        23

                      
	
                        Section 8.3.

                      	
                        No
      Responsibility of Collateral Agent for Recitals

                      	
                        24

                      
	
                        Section 8.4.

                      	
                        Certain
      Limitations on Collateral Agent’s Rights to Compensation and
      Indemnification

                      	
                        25

                      
	
                        Section 8.5.

                      	
                        Status
      of Moneys Received

                      	
                        25

                      
	
                        Section 8.6.

                      	
                        Resignation
      of Collateral Agent

                      	
                        25

                      
	
                        Section 8.7.

                      	
                        Removal
      of Collateral Agent

                      	
                        26

                      
	
                        Section 8.8.

                      	
                        Appointment
      of Successor Collateral Agent

                      	
                        26

                      
	
                        Section 8.9.

                      	
                        Succession
      of Successor Collateral Agent

                      	
                        26

                      
	
                        Section 8.10.

                      	
                        Eligibility
      of Collateral Agent

                      	
                        27

                      
	
                        Section 8.11.

                      	
                        Successor
      Collateral Agent by Merger

                      	
                        27

                      
	
                        Section 8.12.

                      	
                        Co-Trustees

                      	
                        27

                      
	
                        Section 8.13.

                      	
                        Compensation
      and Reimbursement

                      	
                        28

                      
	 
      	 
      	 
      
	
                        Section 9.

                      	
                        Supplements;
      Waivers

                      	
                        28

                      
	 
      	 
      	 
      
	
                        Section 9.1.

                      	
                        Supplemental
      Security Agreements Without Secured Creditor Consent

                      	
                        28

                      
	
                        Section 9.2.

                      	
                        Waivers
      and Consents by Secured Creditors; Supplemental Security Agreements with
      Secured Creditors’ Consent

                      	
                        29

                      
	
                        Section 9.3.

                      	
                        Notice
      of Supplements

                      	
                        29

                      
	
                        Section 9.4.

                      	
                        Opinion
      of Counsel Conclusive as to Supplements

                      	
                        29

                      


              

            

          

        

         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    Section 10.

                  	
                    Miscellaneous

                  	
                    29

                  
	 
      	 
      	 
      
	
                    Section 10.1.

                  	
                    Successors
      and Assigns

                  	
                    29

                  
	
                    Section 10.2.

                  	
                    Severability

                  	
                    29

                  
	
                    Section 10.3.

                  	
                    Communications

                  	
                    30

                  
	
                    Section 10.4.

                  	
                    Release

                  	
                    30

                  
	
                    Section 10.5.

                  	
                    Counterparts

                  	
                    32

                  
	
                    Section 10.6.

                  	
                    Governing
      Law

                  	
                    32

                  
	
                    Section 10.7.

                  	
                    Headings

                  	
                    32

                  
	
                    Section 10.8.

                  	
                    Prior
      Liens

                  	
                    32

                  
	 
      	 
      	 
      
	
                    Section 10.9.

                  	
                    Amendment
      and Restatement " \l 2

                  	
                    32

                  
	 
      	 
      	 
      
	
                    Signature
      Page

                  	
                    32

                  


          

        

      

       

      Attachments
to Security Agreement, Pledge Agreement and Indenture of Trust:

       

      
        
          
            
              
                
                  
                    	
                            Schedule I

                          	
                            —

                          	
                            Description
      of Pledged Collateral

                          
	 	 	 
	
                            Schedule
      II

                          	
                            —

                          	
                            Partnership
      Interests

                          
	 	 	 
	
                            Schedule III

                          	
                            —

                          	
                            Locations
      of Each Company’s Offices and Facilities

                          
	 	 	 
	
                            Schedule IV

                          	
                            —

                          	
                            List
      of Names Under Which Each Company Does Business

                          
	 	 	 
	
                            Schedule
      V

                          	
                            —

                          	
                            Concentration
      Accounts

                          
	 	 	 
	
                            Exhibit A

                          	
                            —

                          	
                            Form
      of Security Agreement
Supplement

                          


                  

                

              

            

          

        

      


      
        
           


        

        
          -iii-

          
            

          

        

        
           


        

      


      Amended
and Restated Security Agreement, Pledge

      and
Indenture of Trust

      
        
           

          This
Amended and Restated Security Agreement, Pledge and Indenture of Trust
(this “Agreement”)
dated as of September 17, 2010, among World
Acceptance Corporation of Alabama, an Alabama corporation, World
Acceptance Corporation of Missouri, a Missouri corporation, World
Finance Corporation of Georgia, a Georgia corporation, World
Finance Corporation of Louisiana, a Louisiana corporation, World
Acceptance Corporation of Oklahoma, Inc., an Oklahoma corporation, World
Finance Corporation of South Carolina, a South Carolina corporation,
World
Finance Corporation of Tennessee, a Tennessee corporation, World
Finance Corporation of Texas, a Texas corporation, WFC Limited
Partnership, a Texas limited partnership, WFC of
South Carolina, Inc., a South Carolina corporation, World
Finance Corporation of Illinois, an Illinois corporation, World
Finance Corporation of New Mexico, a New Mexico corporation, World
Finance Corporation of Kentucky, a Kentucky corporation, World
Finance Corporation of Colorado, a Colorado corporation, World
Finance Corporation of Wisconsin, a Wisconsin corporation, and WFC Services,
Inc., a South Carolina corporation (collectively, the “Companies” and individually
a “Company”), and Harris
N.A., as collateral agent (the “Collateral Agent”), as
amended, modified, supplemented or waived from time to time and as supplemented
from time to time by a security agreement supplement substantially in the form
of Exhibit A hereto between a Restricted Subsidiary and the Collateral
Agent delivered pursuant to Section 3.9 of the World Security
Agreement.  This Agreement amends and restates the Original Subsidiary
Security Agreement (as hereinafter defined).  The post office
addresses of the Companies and the Collateral Agent are set forth in
§10.3.

        

         

      

      Recitals:

       

      A.    
The capitalized terms used in this Agreement shall have the respective meanings
specified in §1.1 unless otherwise herein defined or the context hereof shall
otherwise require.

       

      B.    
World Acceptance Corporation, a South Carolina corporation (“World”) and parent, directly
or indirectly, of the Companies, has previously entered into that certain
Amended and Restated Credit Agreement dated as of July 20, 2005, as heretofore
amended (the “Original
Revolving Credit Agreement”), with Bank of Montreal, as agent and the
other banks and financial institutions which are signatories thereto providing
for certain borrowings and other extensions of credit thereunder.

       

      C.    
As a condition to entering into the Original Revolving Credit Agreement, the
Companies entered into that certain Amended and Restated Security Agreement,
Pledge and Indenture of Trust dated as of June 30, 1997, as heretofore
amended (the “Original
Subsidiary Security Agreement”).

       

      D.    
Concurrently herewith, World is entering into the Credit Agreement (as
hereinafter defined), which Credit Agreement amends and restated the Original
Revolving Credit Agreement and provides for borrowings and other extensions of
credit thereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      E.    
In addition, World and the Companies (collectively, the “Loan Parties” and each
individually, a “Loan
Party”) may from time to time be liable to the Lenders and their
affiliates with respect to Hedging Liability, as such term is defined in the
Credit Agreement (the Collateral Agent, the Administrative Agent and the
Lenders, together with any affiliates of the Lenders to whom any Hedging
Liability is owed, being hereinafter referred to collectively as the “Secured Creditors” and
individually as a “Secured
Creditor”).

       

      F.    
As a condition to the above-described transactions, the Secured Creditors
require, among other things, that each Company enter into this Agreement for
purposes of, inter
alia, securing the obligations of World under the Credit
Agreement.  The World Security Agreement (as hereinafter defined)
requires that, upon formation or acquisition of any new Restricted Subsidiary,
World cause such subsidiary to enter into a Security Agreement Supplement on the
terms set forth herein.

       

      G.    
The Companies desire that World comply with the provisions of the World Security
Agreement and the Credit Agreement.  By entering into the Credit
Agreement, the Secured Creditors have conferred financial and other benefits on
the Companies.

       

      H.    
Each Company agrees to amend and restate the Original Subsidiary Security
Agreement on the terms set forth herein for purposes of securing the obligations
(i) of World under the Credit Agreement and (ii) of each other Company
under the Subsidiary Guaranty Agreement.

       

      I.    
Each Company is authorized by law, and deems it necessary to secure the Credit
Agreement, as hereinafter provided, and to that end, in the exercise of said
authority, has duly authorized the execution and delivery of this Agreement
providing for the securing of certain obligations of World and each other
Company, all as hereinafter provided.

       

      J.    
All acts and proceedings required by law and by the respective Governing
Documents of each Company necessary to constitute this Agreement a valid and
binding agreement for the uses and purposes herein set forth, in accordance with
its terms, have been done and taken, and the execution and delivery of this
Agreement has been in all respects duly authorized.

       

      
        
          	
                  Section
      1.

                	
                  Interpretation
      of Agreement; Definitions.

                


        

      

       

      Section 1.1.    
Definitions.  Except
as otherwise provided in this Section 1, all capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement.  Unless the context otherwise requires, the terms
hereinafter set forth when used herein shall have the following meanings and the
following definitions shall be equally applicable to both the singular and
plural forms of any of the terms herein defined:

       

      “Account Debtor” shall mean
any Person who is or may become obligated to any Company under or on account of
a Receivable.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      “Administrative Agent” shall
have the same meaning herein as such term is defined in the Credit
Agreement.

       

      “Affiliate” shall have the
same meaning herein as such term is defined in the Credit
Agreement.

       

      “Base Rate” shall have the
same meaning herein as such term is defined in the Credit
Agreement.

       

      “Closing Date” shall mean
September 17, 2010.

       

      “Collateral” as used herein
shall mean any and all property from time to time subject to the security
interest granted hereby.

       

      “Collateral Agent” means the
Person named above as the “Collateral Agent” in the
first paragraph of this Agreement until a successor Collateral Agent shall have
become such pursuant to the applicable provisions of this Agreement, and
thereafter “Collateral
Agent” shall mean such successor Collateral Agent.

       

      “Company” shall mean each of
World Acceptance Corporation of Alabama, an Alabama corporation, World
Acceptance Corporation of Missouri, a Missouri corporation, World Finance
Corporation of Georgia, a Georgia corporation, World Finance Corporation of
Louisiana, a Louisiana corporation, World Acceptance Corporation of Oklahoma,
Inc., an Oklahoma corporation, World Finance Corporation of South Carolina, a
South Carolina corporation, World Finance Corporation of Tennessee, a Tennessee
corporation, World Finance Corporation of Texas, a Texas corporation, WFC
Limited Partnership, a Texas limited partnership, WFC of South Carolina, Inc., a
South Carolina corporation, World Finance Corporation of Illinois, an Illinois
corporation, World Finance Corporation of New Mexico, a New Mexico corporation,
World Finance Corporation of Kentucky, a Kentucky corporation, World Finance
Corporation of Colorado, a Colorado corporation, World Finance Corporation of
Wisconsin, a Wisconsin corporation, and WFC Services, Inc., a South Carolina
corporation, any entity that executes and delivers a Security Agreement
Supplement in the form attached hereto as Exhibit A (or in such other form
approved by the Collateral Agent and the Administrative Agent), and any Person
which succeeds to all, or substantially all of the assets and business of any
such entity.

       

      “Credit Agreement” shall mean
that certain Amended and Restated Revolving Credit Agreement dated as of
September 17, 2010 among World, the Administrative Agent and the Lenders,
as the same may from time to time be amended, restated, modified, supplemented
or waived pursuant to the terms thereof.

       

      “Default” shall mean any
event or condition, the occurrence of which would, with the lapse of time or the
giving of notice, or both, constitute an Event of Default.

       

      “Event of Default” shall have
the meaning specified in §7.1.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      “Environmental Legal
Requirement” shall have the same meaning herein as such term is defined
in the Credit Agreement.

       

      “GAAP” shall have the same meaning
herein as such term is defined in the Credit Agreement.

       

      “Governing Documents” shall
mean collectively the charter instruments, by-laws, partnership agreements,
operating agreements and other similar documents prescribing the internal
governance of each Restricted Subsidiary.

       

      “Indebtedness for Borrowed
Money” shall have the same meaning herein as such term is defined in the
Credit Agreement.

       

      “Insurance Subsidiary” shall
have the same meaning herein as such term is defined in the Credit
Agreement.

       

      “Investment Property” shall
have the meaning specified in §2.5.

       

      “Lenders” shall have the same
meaning herein as such term is defined in the Credit Agreement.

       

      “Lien” shall mean any
interest in property securing an obligation owed to a Person, whether such
interest is based on the common law, statute or contract, and including but not
limited to the security interest arising from a mortgage, security agreement,
encumbrance, pledge, conditional sale or trust receipt or a lease, consignment
or bailment for security purposes.  The term “Lien” includes reservations,
exceptions, encroachments, easements, rights of way, covenants, conditions,
restrictions, leases and other similar title exceptions and encumbrances,
including but not limited to mechanics’, materialmen’s, warehousemen’s,
carriers’ and other similar encumbrances, affecting property.  For the
purposes of this Agreement, a Person shall be deemed to be the owner of any
property which it has acquired or holds subject to a conditional sale agreement
or other arrangement pursuant to which title to the property has been retained
by or vested in some other Person for security purposes.

       

      “Moody’s” shall mean Moody’s
Investors Service, Inc.

       

      “Partnership Interests” shall
have the meaning specified in §2.7.

       

      “Person” shall mean an
individual, partnership, corporation, limited liability company, trust or
unincorporated organization, and a government agency or political subdivision
thereof.

       

      “Pledged Collateral” shall
mean and include:

       

      (a)    
the Pledged Shares;

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      (b)    
all shares, Securities, moneys, or other property distributed as a dividend on
any shares of capital stock or other Pledged Collateral (including the Pledged
Shares) at any time pledged hereunder or a distribution or return of capital
upon or in respect of any such capital stock or other Pledged Collateral or any
part thereof, or resulting from a split-up, revision, reclassification or other
like change of any such capital stock or other Pledged Collateral, and any
subscription warrants, rights or options issued to the holders of, or otherwise
in respect of, any such capital stock or other Pledged Collateral;
and

       

      (c)    
in the event of any consolidation or merger in which the issuer of any Pledged
Collateral is not the surviving entity, or in the event of any sale, lease,
transfer or other disposition of all or substantially all of the assets of such
issuer;

       

      (i)    
all shares of each class of the capital stock or other Security of the successor
entity formed by or resulting from such consolidation or merger, or of the
corporation to which such sale, lease, transfer or other disposition shall have
been made, and

       

      (ii)    
all other Securities, money or property, distributed or distributable in any
such event in respect of any of the Pledged Collateral in connection with such
consideration, merger, sale, lease, transfer or other disposition.

       

      “Pledged Shares” shall mean
all of the capital stock, partnership interests, membership interests and other
equity interests owned by any Company or hereafter acquired, including, without
limitation, (a) all rights, authority, powers and privileges of such
Company as a shareholder or holder of any partnership interest, membership
interest or other equity interest of any entity, whether now existing or
hereafter arising under the Governing Documents, or at law or otherwise, and the
rights of such Company under such Governing Documents to acquire additional
shares of stock or to acquire the shares of stock of other shareholders or the
partnership interest, membership interest or other equity interest from any such
other holder, and (b) all other instruments owned or held by, or otherwise
established in favor of, such Company in the nature of capital stock of,
partnership interest, membership interest or any other equity interest in any
entity, of any and every type, class and series.

       

      “Receivables” shall mean all
accounts receivable, receivables, contract rights, controls, instruments, notes,
drafts, bills, acceptances, documents, chattel paper, general intangibles and
all other forms of obligations owing to a Person, including, without limitation,
all Accounts, Instruments (including Promissory Notes), Documents, Chattel Paper
(including tangible and electronic Chattel Paper), Letter-of-Credit Rights,
Supporting Obligations, General Intangibles (including Payments Intangibles), as
defined in the Uniform Commercial Code as in effect in the State of South
Carolina.

       

      “Required Lenders” shall have
the same meaning herein as such term is defined in the Credit
Agreement.

       

      “Restricted Subsidiary” shall
have the same meaning herein as such term is defined in the Credit
Agreement.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      “S&P” shall mean
Standard & Poor’s Ratings Services Group, a division of The McGraw-Hill
Companies, Inc.

       

      “Secured Indebtedness” shall
mean the “Obligations,” as such term is defined in the Credit Agreement, 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.

       

      “Security” shall have the
same meaning as in Section 2(a)(1) of the Securities Act of 1933, as
amended.

       

      “subsidiary” shall mean, as
to any particular parent entity, any corporation, partnership, limited liability
company, or other entity of which more than 50% (by number of votes or other
decision-making authority) of the Voting Stock shall be owned by such parent
corporation and/or one or more corporations, partnerships, limited liability
companies or other entities which are themselves subsidiaries of such parent
entity. The term “Subsidiary” shall mean a
subsidiary, directly or indirectly, of World.

       

      “Subsidiary Guaranty
Agreement”  shall mean the Amended
and Restated Guaranty Agreement dated as of September 17, 2010, of each
Restricted Subsidiary existing on such date and each other Restricted Subsidiary
which has executed a Guaranty Supplement in the form of Exhibit A thereto
pursuant to the terms thereof and Section 3.9 of the World Security
Agreement (or in such other form agreed to by the Collateral Agent and the
Administrative Agent), in each case, for the benefit of the Collateral Agent and
the Guaranteed Creditors (as defined therein), as the same may from time to time
be amended, restated, modified, supplemented or waived pursuant to the terms
thereof. 

       

      “Underlying Collateral” shall
mean, with respect to any Receivable of any Company, all of its rights with
respect to any collateral granted by the Account Debtor in connection with any
loan.

       

      “Uniform Commercial Code” as
used herein with reference to any collateral shall mean the Uniform Commercial
Code as enacted in the jurisdiction applicable to such Collateral, as amended
from time to time, and any successor statute(s) thereto.

       

      “Unsecured Receivables” shall
mean Receivables which are not secured by Underlying Collateral or
otherwise.

       

      “Voting Stock” shall mean
Securities or other equity interests of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar
functions).

       

      “WFC-LP” shall mean WFC
Limited Partnership, a Texas limited partnership.

       

      “World-MO” shall mean
World Acceptance Corporation of Missouri, a Missouri corporation.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      “World-NM” shall mean
World Finance Corporation of New Mexico, a New Mexico corporation.

       

      “World Security Agreement”
shall mean that certain Amended and Restated Security Agreement, Pledge and
Indenture of Trust dated as of September 17, 2010 between World and the
Collateral Agent, as the same may be amended, restated, supplemented or waived
from time to time by any amendments and supplements thereto entered into in
accordance with the terms thereof.

       

      “World-TX” shall mean World
Finance Corporation of Texas, a Texas corporation.

       

      Section 1.2.    
Accounting
Principles.  Where the character or amount of any asset or
liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the
purposes of this Agreement, the same shall be done in accordance with GAAP, to
the extent applicable, except where such principles are inconsistent with the
requirements of this Agreement.

       

      Section 1.3.    
Directly or
Indirectly.  Where any provision in this Agreement refers to
action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether the action in question is
taken directly or indirectly by such Person.

       

      
        
          
            	
                    Section
      2.

                  	
                    Granting
      Clauses.

                  


          

        

      

       

      Each
Company in consideration of the premises and other good and valuable
consideration, receipt whereof is hereby acknowledged, and intending to be
legally bound, and in order to secure the payment of all Secured Indebtedness
and the performance and observance of all the covenants and conditions contained
in this Agreement, the World Security Agreement, the Credit Agreement, the
Subsidiary Guaranty Agreements and the other Loan Documents entered into from
time to time in connection therewith and any agreements entered into in
connection with any Hedging Liability, in each case, subject to the terms
thereof and of §7.5, does hereby mortgage, grant, convey, warrant, assign,
pledge and hypothecate unto the Collateral Agent, its successors in trust and
assigns, forever, and grants to the Collateral Agent, its successors in trust
and assigns, forever, a continuing security interest in, all and singular the
following described properties, rights, interests and privileges, together with
the proceeds thereof, now or hereafter owned by such Company (hereinafter
sometimes referred to as the “Collateral”):

       

      Section 2.1.    
Equipment.  All
building materials, building equipment, machinery, apparatus, furniture and
equipment and other personal property (other than motor vehicles and accessions
to motor vehicles) of every kind and nature whatsoever located, including
without limitation: all air conditioning, ventilating, plumbing, heating,
lighting and electrical systems and apparatus; all communications equipment and
intercom systems and apparatus; all typewriters, computers and other office
machines and equipment, furniture, furnishings; all sprinkler equipment and
apparatus, all elevators and escalators; and all machinery, equipment, engines,
boilers, tools, furniture, carpeting, tables and chairs, together with all
accessories, parts and appurtenances appertaining or attached thereto, whether
now owned or hereafter acquired, and all substitutions, renewals, or
replacements of and additions, improvements, accessions and accumulations to any
and all thereof, together with all the rents, income, revenues, issues,
proceeds, profits and avails arising therefrom or in connection therewith and
excluding, in all cases, any of the foregoing items of property which are deemed
fixtures;

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      Section 2.2.    
Receivables.  All
Receivables, whether now existing or hereafter arising, and however evidenced or
acquired, or in which such Company now has or hereafter acquires any rights and
all rights of such Company to any Underlying Collateral granted by an Account
Debtor in connection with any Receivable owing by it to such
Company;

       

      Section 2.3.    
Pledged
Collateral.  All Pledged Collateral;

       

      Section 2.4.    
General
Intangibles.  All General intangibles of such Company,
including, without limitation, tax refunds, rights with respect to trademarks,
service marks, trade names, patents, copyrights, trade-secrets information and
rights to prevent others from doing acts that constitute unfair competition with
or misappropriation of property of such Company including, without limitation,
any sums (net of expenses) that such Company may receive arising out of any
claim for infringement of its rights in any patent, copyright, trademark, trade
name, trade secret or other proprietary right and all rights of such Company
under contracts to enjoy performance by others or to be entitled to enjoy rights
granted by others, including, without limitation, any licenses (to the extent
permitted by law);

       

      Section 2.5.    
Investment
Property.  All Investment Property, whether now owned or
existing or hereafter created, acquired or arising, or in which such Company now
has or hereafter acquires any rights (the term “Investment Property” means
and includes all investment property and any other securities (whether
certificated or uncertificated), security entitlements, securities accounts,
commodity contracts and commodity accounts, including all substitutions and
additions thereto, all dividends, distributions and sums distributable or
payable from, upon, or in respect of such property, and all rights and
privileges incident to such property, but excludes the Pledged
Collateral);

       

      Section 2.6.    
Records and
Cabinets.  All supporting evidence and documents relating to
any of the above-described property, including without limitation, written
applications, credit information, account cards, payment records,
correspondence, delivery and installation certificates, invoice copies, delivery
receipts, notes and other evidences of indebtedness, insurance certificates and
the like, together with all books of account, data processing records, computer
software and licenses to use the same, ledgers and cabinets in which the same
are reflected or maintained, all whether now existing or hereafter
arising;

       

      Section 2.7.    
Partnership
Interests.  (i) All right, title and interest of such
Company, whether now owned or hereafter acquired, in all partnerships or limited
liability companies, including, but not limited to, those set forth on
Schedule II hereto (collectively, the “Partnerships”),
(ii) any and all payments or distributions of whatever kind or character
and whether in cash or other property, at any time made, owing or payable to
such Company in respect of or on account of its present or hereafter acquired
interest in the Partnerships, whether due or to become due and whether
representing profits, distributions pursuant to complete or partial liquidation
or dissolution, repayment of capital contributions or otherwise, and the right
to receive, receipt for, use and enjoy all such payments and distributions, and
all proceeds thereof, in every case whether now arising or hereafter acquired or
arising, and (iii) all proceeds of any of the foregoing (all of the
foregoing rights, interests, properties and privileges assigned in and in which
a security interest is granted pursuant to this §2.7 being hereafter
collectively called the “Partnership
Interest”);

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      Section 2.8.    
Additional
Property.  All property and rights, if any, which are by the
express provisions of this Agreement required to be subjected to the lien hereof
and any additional property and rights that may from time to time hereafter, by
writing of any kind, be subjected to the lien hereof by such Company or by
anyone acting at the direction or as an agent of such Company; and

       

      Section 2.9.    
Deposit
Accounts.  All Deposit Accounts, as such term is defined in the
Uniform Commercial Code, of such Company; and

       

      Section 2.10.  Other Proceeds and
Products.  All proceeds and products of the foregoing and all
insurance of the foregoing and proceeds thereof, whether now existing or
hereafter arising; 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 entity 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 such 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.

      
         

        To
Have
and
to
Hold
the Collateral, With
Power
of
Sale
and right of entry and possession, unto the Collateral Agent, its successors and
assigns, forever; in
Trust
Nevertheless,
upon the terms and trust herein set forth, for the equal and proportionate
benefit, security and protection of all present and future Secured Creditors;
provided always,
however, that these presents are upon the express condition that if the
Companies shall irrevocably pay or cause to be irrevocably paid all the Secured
Indebtedness and all obligations to extend Secured Indebtedness have expired or
otherwise terminated, then these presents and the estate hereby granted and
conveyed shall cease and this Agreement shall become null and void; otherwise
this Agreement shall remain in full force and effect.

         

        
          
            	
                    Section
      3.

                  	
                    Covenants,
      Representations and Warranties of the
  Companies.

                  


          

        

         

        Each
Company hereby covenants with, and represents and warrants to, the Collateral
Agent and for the benefit of the Secured Creditors from time to time
that:

         

        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

        

         

        Section 3.1.    
Location of
Collateral.  The Collateral (other than the Underlying
Collateral and the Pledged Collateral) relating to such Company and the books
and records relating thereto are in such Company’s possession at the offices and
facilities owned or leased by such Company or World set forth in
Schedule III hereto.  Not less than ten days before the opening
of any additional business location which would require the filing of an
additional financing statement in accordance with the Uniform Commercial Code in
order to perfect the security interest of the Collateral Agent in the Collateral
relating to such Company and the books and records relating thereto or any
change in the business location where the Collateral relating to such Company
and the books and records relating thereto are located and/or maintained which
would require the filing of an additional financing statement in accordance with
the Uniform Commercial Code in order to perfect the security interest of the
Collateral Agent in the Collateral relating to such Company, such Company will
deliver to the Collateral Agent a supplement hereto amending Schedule III
to include such business location, together with evidence of the filing of
financing statements or other notices of the security interest hereof and an
opinion of such Company’s counsel responsive to the requirements of §3.8 hereof.
On the written request of the Collateral Agent or the Administrative Agent, such
Company will deliver to the Collateral Agent a supplement hereto amending
Schedule III to include any additional business locations not previously
reflected in a supplement hereto.

         

        Section 3.2.    
Warranty of
Title.  Such Company is the lawful owner of the Collateral
relating to such Company and has the sole right and lawful authority to deliver
this Agreement.  The Collateral relating to such Company and every
part thereof is, on the Closing Date, free and clear of all Liens, except the
Lien of this Agreement and Liens permitted by clauses (e), (f), (g) and (i) of
Section 8.11 of the Credit Agreement, and will be free and clear of all Liens,
except the Lien of this Agreement and the other Liens of the character described
in clauses (e), (f), (g) and (i) of Section 8.11 of the Credit Agreement,
and such Company will warrant and defend the Collateral relating to such
Company, against any claims and demands of all Persons at any time claiming the
same or any interest therein adverse to the Collateral Agent.

         

        Section 3.3.    
No Alienation of
Collateral.  Except as permitted by the provisions of
Section 8.13 of the Credit Agreement, such Company will not, without the
Collateral Agent’s prior written consent, sell, assign, mortgage, lease or
otherwise dispose of the Collateral relating to such Company or any interest
therein.

         

        Section 3.4.    
Removal of
Collateral.  Such Company will not remove the Collateral
relating to such Company and/or the books and records relating thereto from the
locations relating to such Company set forth in Schedule III hereto
(i) without complying with §3.1 hereof or (ii) without the Collateral
Agent’s prior written consent (provided that such Company may move items of
Collateral relating to such Company among such locations).  Such
Company will at all times allow the Collateral Agent, the Lenders and their
representatives free access to, and right of inspection of, the Collateral
relating to such Company.

         

        Section 3.5.    
Compliance with
Leases.  Such Company will comply with the terms and conditions
of any leases covering the premises wherein the Collateral relating to such
Company is located and any orders, ordinances, laws or statutes of any city,
state or other governmental entity, department or agency having jurisdiction
with respect to such premises or the conduct of business thereon unless the
failure to so comply will not, individually or in the aggregate, have a material
adverse effect on such Collateral or impair the rights or interests of World,
such Company, any other Restricted Subsidiary or the Collateral Agent
therein.

         

        
          
            
            

          

          
            -10-

            
              

            

          

          
            
            

          

        

         

        Section 3.6.    
Protection of
Collateral.  At any time and from time to time, any Secured
Creditor may, at its option, or the Collateral Agent may, at the direction of
the Administrative Agent, discharge any taxes, or other Liens at any time levied
or placed on the Collateral relating to such Company which are due and unpaid
and (A) which are not being contested in good faith by appropriate actions
or proceedings which will prevent the forfeiture or sale of the Collateral
relating to such Company or any material interference with the use thereof or
(B) for which such Company has not set aside on its books, reserves
adequate in accordance with GAAP with respect thereto, and such parties may pay
for the maintenance and preservation of the Collateral relating to such Company,
including the purchasing of insurance therefor to the extent required to be
maintained by World or such Company pursuant to Section 8.2 of the Credit
Agreement and not so maintained, and such Company will immediately reimburse the
Collateral Agent or such Secured Creditor on demand for any payment made or any
expense incurred by the Collateral Agent such Secured Creditor pursuant to the
foregoing authority with interest at a rate per annum equal to the higher of
(i) 10.5% and (ii) the Base Rate plus 2%.  All such expenses
and payments shall have the benefit of and be secured by the security interest
herein granted, and the Collateral Agent is authorized to charge any depository
account of such Company maintained with the Collateral Agent or any Secured
Creditor for the amount of such expenses and payments.

         

        Section 3.7.    
Further
Assurances.  Such Company agrees to execute and deliver to the
Collateral Agent such further agreements and assignments or other instruments
and to do all such other things as the Collateral Agent may deem necessary or
appropriate to assure the Collateral Agent its first priority security interest
hereunder (provided, that the Companies shall be required to deliver to the
Collateral Agent possession of promissory notes evidencing the Unsecured
Receivables only upon the request of the Collateral Agent during the existence
of a Default or Event of Default hereunder), including such financing statement
or statements or amendments thereof or supplements thereto or other instruments
as the Collateral Agent may from time to time reasonably require to perfect, and
continue the perfection of, the security interest in the Collateral contemplated
by this Agreement.  Such Company hereby agrees that, to the extent
permitted by applicable law, a carbon, photographic or other reproduction of
this Agreement or any such financing statement is sufficient for filing as a
financing statement by the Collateral Agent without notice thereof to such
Company wherever the Collateral Agent in its sole discretion desires to file the
same.  Each Company hereby authorizes the Collateral Agent to file any
and all financing statements covering the Collateral or any part thereof as the
Collateral Agent may require.  The Collateral Agent shall, when an
Event of Default shall have occurred and be continuing, or at such other time
pursuant to §4 or §5, have the right to take physical possession of any and all
of the Collateral relating to such Company and to maintain such possession on
such Company’s premises or, if possible, to remove the Collateral relating to
such Company or any part thereof to such other places as the Collateral Agent
may desire.  If the Collateral Agent exercises its right to take
possession of the Collateral relating to such Company, such Company shall, upon
the Collateral Agent’s demand, if possible, assemble the Collateral relating to
such Company and make it available to the Collateral Agent at a place designated
by the Collateral Agent.  Such Company shall at its expense perform
any and all other steps reasonably requested by the Collateral Agent to preserve
and protect the first priority security interest hereby granted in the
Collateral.  If any Collateral relating to such Company is in the
possession or control of any of such Company’s agents or processors while a
Default or an Event of Default shall have occurred and be continuing, such
Company agrees (i) to notify such agents or processors in writing of the
Collateral Agent’s security interest therein, and (ii) upon the Collateral
Agent’s request instruct them to hold all such Collateral relating to such
Company for the Collateral Agent’s account and subject to the Collateral Agent’s
instructions.  Such Company agrees to mark its books and records to
reflect the security interest of the Collateral Agent in the Collateral relating
to such Company.

         

        
          
            
            

          

          
            -11-

            
              

            

          

          
            
            

          

        

         

        Section 3.8.    
Maintenance of Lien;
Recording; Opinions of Counsel.  (a) Such Company will, at
its expense, take all necessary action to maintain and preserve the first and
prior perfected lien of this Agreement (including, without limitation, the
filing of all financing statements or similar notices thereof if and to the
extent permitted or required by applicable law) so long as the Secured Creditors
have any commitment to extend Secured Indebtedness to World and thereafter so
long as any Secured Indebtedness remains outstanding (provided, that the
Companies shall be required to deliver to the Collateral Agent possession of
promissory notes evidencing the Unsecured Receivables only upon the request of
the Collateral Agent during the existence of a Default or Event of Default
hereunder).

         

        (b)     Such
Company will, forthwith after the execution and delivery of this Agreement and
thereafter from time to time, cause this Agreement (and all financing
statements, continuation statements or similar notices thereof if and to the
extent permitted or required by applicable law) to be filed, registered and
recorded in such manner and in such places as may be required by law in order to
publish notice of and fully to protect the first lien of the Collateral Agent in
and to the Collateral relating to such Company (provided, that the Companies
shall be required to deliver to the Collateral Agent possession of promissory
notes evidencing the Unsecured Receivables only upon the request of the
Collateral Agent during the existence of a Default or Event of Default
hereunder); and from time to time will perform or cause to be performed any
other acts as provided by law and will execute or cause to be executed any and
all further instruments that may be required for such publication and protection
or requested by the Administrative Agent.  With respect to any
Investment Property held by a securities intermediary, commodity intermediary,
or other financial intermediary of any kind, at the Collateral Agent’s request,
acting at the direction of the Administrative Agent, such Company shall execute
and deliver, and shall cause any such intermediary to execute and deliver, an
agreement among such Company, the Collateral Agent and such intermediary in form
and substance reasonably satisfactory to the Administrative Agent which
provides, among other things, for the intermediary’s agreement that, upon notice
by the Collateral Agent that an Event of Default has occurred and is continuing,
it shall comply with entitlement orders, and apply any value distributed on
account of any Investment Property maintained in an account with such
intermediary, as directed by the Collateral Agent without further consent of
such Company.

         

        (c)     Such
Company agrees at its own expense to furnish to the Collateral Agent promptly
after the execution and delivery of any supplement or amendment hereto or any
continuation statement, an opinion of counsel satisfactory to the Collateral
Agent (who may be independent counsel to such Company) stating that in the
opinion of such counsel, such supplement or amendment to this Agreement (or a
financing statement, continuation statement or similar notice thereof if and to
the extent required by applicable law) or such continuation statement, as the
case may be, has been properly recorded or filed for record in all public
offices in which such recording or filing is necessary to perfect the Lien
provided by this Agreement as a valid Lien and security interest in the
Collateral relating to such Company.

         

        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

        

         

        Section 3.9.    
Consent to World
Security Agreement, Etc.  Such Company hereby consents to, and
agrees to comply with, the terms and provisions of the World Security Agreement
and the Credit Agreement.

         

        Section 3.10.   Names under which Each Company
Conducts its Business..   No Company
conducts its business under any other name(s) other than as set forth opposite
its name on Schedule IV hereto and such Company will not conduct business
under any other name(s) (other than the names set forth opposite its name on
Schedule IV hereto) without (i) providing the Collateral Agent and the
Administrative Agent with thirty (30) days’ prior written notice of such
name and the location of where such business will be conducted under such name
and (ii) complying with any and all requests made by the Collateral Agent
pursuant to §3.7 hereof.

         

        Section 3.11.   Deposit Accounts. Each Company maintains
one or more local deposit accounts for the deposit of checks and making of
disbursements in the ordinary course of business (“Local Accounts”) and World
maintains one or more concentration accounts into which each such Company sweeps
collections from the Local Accounts in the ordinary course of business (“Concentration
Accounts”).  All Concentration Accounts used by each Company as
of September 17, 2010, are listed and identified (by account number and
depository institution) on Schedule V attached hereto and made a part
hereof.  Such Company shall promptly notify the Collateral Agent of
any Concentration Account opened, maintained or used by such Company after the
date hereof, and shall submit to the Collateral Agent a supplement to
Schedule V to reflect such additional accounts (provided such Company’s
failure to do so shall not impair the Collateral Agent’s security interest
therein).  So long as no Event of Default has occurred and is
continuing, the Collateral Agent’s security interest in the Local Accounts need
not be perfected.  With respect to any Concentration Account
maintained by a depository institution other than the Collateral Agent, and as a
condition to the establishment and maintenance of any such Concentration
Account, the relevant Company and such depository institution shall have
executed and delivered to the Collateral Agent an account control agreement in
form and substance satisfactory to the Collateral Agent which provides, among
other things, for the depository institution’s agreement that it will comply
with instructions originated by the Collateral Agent directing the disposition
of the funds in the Concentration Account(s) held at such depositary institution
without further consent by such Company

         

        
          
            	
                    Section
      4.

                  	
                    Special
      Provisions Relating to
Receivables.

                  


          

        

         

        Section 4.1.    
Representations and
Warranties.  As of the time any Receivable of any Company
becomes subject to the security interest provided for hereby, such Company shall
be deemed to have warranted as to such Receivables that:

         

        (a)     Such
Receivable and all papers and documents relating thereto are genuine and in all
respects what they purport to be;

         

        (b)     Such
Receivable is legal, valid and subsisting;

         

        
          
            
            

          

          
            -13-

            
              

            

          

          
            
            

          

        

         

        (c)     The
amount of such Receivable represented as owing is the correct amount actually
and unconditionally owing, is not disputed and is not subject to any set-offs,
credits, deductions or countercharges;

         

        (d)     Such
Receivable has been created, and is, in all respects in compliance with
applicable state and federal lending laws and will continue to be in compliance
with such laws, any Secured Receivable is secured by Underlying Collateral and,
to the best knowledge of such Company, there is no violation of any
Environmental Legal Requirement with respect to such Underlying
Collateral;

         

        (e)     Such
Company has no knowledge or reason to know of any fact which would impair the
collectibility of such Receivable;

         

        (f)     All
of such Company’s procedures, requirements and conditions and all federal and
state laws applicable to the making of the loans related to such Receivable and
the creation of such Receivable have been complied with;

         

        (g)     To
the best knowledge of such Company, the Account Debtor on such Receivable and
other obligors had legal capacity to enter into the transactions related to such
Receivable;

         

        (h)     The
form and content of each document related to such Receivable, the security
related thereto, and the transactions from which it arose comply fully with any
and all applicable laws, ordinances, rules and regulations, federal, state
and/or local, with respect to the extension of credit and charging of interest,
including without limitation, as applicable, the Federal Consumer Credit
Protection Act, the Federal Fair Credit Reporting Act, the Federal Trade
Commission Act, the Federal Equal Credit Opportunity Act and all federal, state
and local laws related to licensing, usury, truth in lending, real estate
settlement procedures, consumer protection, equal credit opportunity, fair debt
collection, unfair and deceptive trade practices, rescission rights and
disclosures, and with all rules and regulations thereunder, all as amended, and
any disclosures required with respect to such Receivable were and will continue
to be made properly and in a timely manner;

         

        (i)     To
the best knowledge of such Company, such Receivable and all facts, statements or
obligations contained or implicit in any application for credit or financial
statement of the Account Debtor or other obligor submitted to such Company,
including without limitation, the description of any Underlying Collateral
securing such Receivable and the amount owing from the Account Debtor or other
obligor, and the signatures of the parties are genuine, correct, true and
complete;

         

        (j)     Such
Company has extended no credit of any kind or in any manner to the Account
Debtor or other obligors in connection with the transactions from which such
Receivable arose other than as indicated on and evidenced by such Company’s
files related to such Receivable;

         

        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

        

         

        (k)     To
the best knowledge of such Company, each security agreement, UCC filing, title
retention instruments and other document and instrument, if any, which is
security for such Receivable contains a correct and sufficient description of
any Underlying Collateral covered thereby and each lien or security interest
which secures such Receivable is and will continue to be valid;

         

        (l)    
 Before extending credit to the Account Debtor or other obligor on
such Receivable, such Company has made an adequate credit investigation of the
Account Debtor or other obligor and has determined that the risk of extending
such credit is satisfactory and in accordance with the standards historically
observed by such Company in the conduct of its business;

         

        (m)    Any and
all policies of insurance related to the property securing any obligation of the
Account Debtor in connection with such Receivable and any credit life insurance,
credit disability insurance, or credit unemployment insurance are in full force
and effect in accordance with the terms of all agreements between such Company
and the Account Debtor; and

         

        (n)     As
to such Receivable, such Company was duly authorized to do business and in good
standing in the jurisdiction in which such Receivable was originated and was
duly licensed to originate such Receivable in such jurisdiction.

         

        Section 4.2.    
Receivable
Schedules.  Each Company shall provide the Collateral Agent
with such other relevant information as the Collateral Agent may request from
time to time.

         

        Section 4.3.    
Collection of
Receivables.  (a)  Unless and until a Default or an
Event of Default shall have occurred and be continuing and such Company shall
have received written notice from the Collateral Agent not to collect the
Receivables, such Company shall make collection of all Receivables of such
Company and may use the same to carry on its business in accordance with sound
business practice and otherwise subject to the terms hereof.

         

        (b)      At
any time while a Default or an Event of Default shall have occurred and be
continuing, in the event the Collateral Agent requests such Company to do
so:

         

        (i)      All
instruments and chattel paper at any time constituting part of the Receivables
of such Company (including any postdated checks) shall, upon receipt by such
Company and to the extent permitted by law, be immediately endorsed to and
deposited with the Collateral Agent in the same form as received by such
Company; and/or

         

        (ii)      Such
Company shall, to the extent permitted by law, instruct all account debtors to
remit all payments in respect of Receivables of such Company to a lockbox to be
maintained at the main post office, Chicago, Illinois, or such other single
location as the Collateral Agent may reasonably designate, under the sole
custody and control of the Collateral Agent.

         

        
          
            
            

          

          
            -15-

            
              

            

          

          
            
            

          

          
             

            (c)      Except
as otherwise directed by the Collateral Agent, each Company shall place the
following legend conspicuously, on the face of each document, instrument,
chattel paper and other writing evidencing the Receivables created on or after
the Closing Date (provided the legend called for by the Prior Security Agreement
appearing on the Borrower’s existing stock of unexecuted contacts may continue
to be used until reordered):  “A
Security Interest in this document has been granted to Harris N.A., as Secured
Party, pursuant to a Security Agreement, Pledge and Indenture of
Trust.”  At any time while a Default or an Event of Default
shall have occurred and be continuing, the Collateral Agent or its designee may
notify such Company’s customers or account debtors at any time that Receivables
of such Company have been assigned to the Collateral Agent or of the Collateral
Agent’s security interest therein and either in its own name, that of such
Company or both, demand, collect (including without limitation through a lockbox
analogous to that described in §4.3(b)(ii) hereof), receive, receipt for, sue
for, compound and give acquittance for any or all amounts due or to become due
on such Receivables, and in the Collateral Agent’s discretion file any claim or
take any other action or proceeding which the Collateral Agent may deem
necessary or appropriate to protect and realize upon the security interest of
the Collateral Agent in such Receivables.

             

            (d)      In
the event the Collateral Agent has exercised any or all of its rights under
§§4.3(b) or (c) hereof, the Collateral Agent may, at any time while a Default or
an Event of Default shall have occurred and be continuing, cause all
instruments, chattel paper, moneys or other proceeds received by the Collateral
Agent to be deposited, handled and administered in and through a remittance
account.  If a Default or an Event of Default has occurred and is
continuing to the knowledge of the Collateral Agent, all amounts received by the
Collateral Agent pursuant to the Granting Clauses hereof and all amounts held in
any remittance account referred to above in this paragraph shall be held by the
Collateral Agent for application in the manner provided for in §7 in respect of
proceeds and avails of the Collateral.

             

            Section 4.4.      Power of
Attorney.  Upon the occurrence and during the continuance of a
Default or an Event of Default, in addition to any other powers of attorney
granted herein, each Company appoints the Collateral Agent, its nominee, or any
other Person whom the Collateral Agent may designate as such Company’s
attorney-in-fact, with full power at any time and from time to time to endorse
such Company’s name on any checks, notes, acceptances, money orders, drafts or
other forms of payment or security that may come into the Collateral Agent’s
possession, upon the occurrence and during the continuance of a Default or an
Event of Default, to sign such Company’s name on any invoice or bill of lading
relating to any Collateral of such Company, on drafts against customers, on
schedules and assignments of Collateral of such Company, on notices of
assignment, and other public records, on verification of accounts and on notices
to customers, to notify the post office authorities to change the address for
delivery of such Company’s mail to an address designated by the Collateral
Agent, to receive, open and dispose of all mail addressed to such Company, to
send requests for verification of Receivables of such Company to customers or
account debtors, and to do all things necessary to carry out this
Agreement.  Such Company ratifies and approves all acts of any such
attorney and agrees that neither the Collateral Agent nor any such attorney will
be liable for any acts or omissions nor for any error of judgment or mistake of
fact or law other than their willful misconduct or gross
negligence.  The foregoing power of attorney, being coupled with an
interest, is irrevocable until the Secured Indebtedness is fully and irrevocably
paid and satisfied and all obligations to extend credit under the Credit
Agreement have expired or otherwise terminated.  The Collateral Agent
may file one or more financing statements disclosing its security interest in
any or all of the Collateral without such Company’s signature appearing
thereon.  Such Company also hereby grants the Collateral Agent a power
of attorney to execute any such financing statement, or amendments and
supplements to financing statements on behalf of such Company with notice
thereof to such Company, which power of attorney is coupled with an interest and
irrevocable until the Secured Indebtedness is fully paid and
satisfied.

             

            
              
                
                

              

              
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                        Section
      5.

                      	
                        Special
      Provisions Relating to Pledged
Collateral.

                      


              

            

             

            Section 5.1.      Delivery of Pledged Collateral;
Transfer to Collateral Agent.  All instruments and certificates
representing or evidencing the Pledged Collateral shall be delivered to and held
by or on behalf of the Collateral Agent for the ratable benefit of the Secured
Creditors pursuant hereto and shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank and undated, all in form and substance satisfactory to the
Collateral Agent.  The Collateral Agent shall have the right, subject
to applicable law, at any time in its discretion after the occurrence of an
Event of Default, to transfer to or to register in the name of the Collateral
Agent or any of its nominees any or all of such Pledged
Collateral.  Promptly after any such transfer or registration, the
Collateral Agent shall give notice thereof to the Company that owns such Pledged
Collateral, but the failure to give such notice shall not affect any of the
rights or remedies of the Collateral Agent hereunder.  The Collateral
Agent shall have the right at any time to exchange instruments or certificates
representing or evidencing such Pledged Collateral for instruments or
certificates of smaller or larger denominations, subject to the terms
thereof.

             

            
              	
                      Section
      5.2.

                    	
                      Voting Power;
      Payments.

                    


            

             

            (a)      Voting Power.  So
long as an Event of Default shall not have occurred and be continuing, each
Company shall have the right to exercise any and all voting or other consensual
rights pertaining to the Pledged Collateral relating to such Company or any part
thereof for all purposes not inconsistent with the terms of this Agreement and
the Credit Agreement, and such Company agrees that it will not exercise any such
rights in any manner which is inconsistent with the terms of this Agreement and
the Credit Agreement; provided, however, that such
Company shall not exercise or shall refrain from exercising any such right if
such action would have a material adverse affect on the value of the Pledged
Collateral relating to such Company or any part thereof; the Collateral Agent
(1) shall have no right to exercise such voting rights as are reserved in
this §5.2(a) to such Company and (2) shall execute and deliver to such
Company or cause to be executed and delivered to such Company all such proxies,
powers of attorney, and other orders, and all such instruments, without
recourse, as such Company may reasonably request in writing for the purpose of
enabling such Company to exercise the voting rights which it is entitled to
exercise under this §5.2(a).

             

            (b)      Payments on
Default.  So long as no Default or Event of Default shall have
occurred and be continuing, each Company shall have the right to receive and
retain all cash distributions and payments made in respect of the Pledged
Collateral relating to such Company to the extent such payments (1) may be
legally declared and paid under applicable law and (2) are not prohibited
by the applicable provisions hereof and of the Credit Agreement; provided, however, that any
and all

             

            
              
                
                

              

              
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            (i)      dividends
and distributions paid or payable other than in cash in respect of, and
instruments and other property received, receivable or otherwise distributed in
respect of, or in exchange for, any Pledged Collateral relating to such
Company,

             

            (ii)     dividends
and other distributions paid or payable in cash in respect of any Pledged
Collateral relating to such Company in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid-in-surplus, and

             

            (iii)     cash
paid, payable or otherwise distributed in redemption of, or in exchange for, any
Pledged Collateral relating to such Company;

             

            shall be
forthwith delivered to the Collateral Agent to hold as, and such amounts so
delivered shall be, Pledged Collateral and shall, if received by the Collateral
Agent, be received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of such Company and be forthwith
delivered to the Collateral Agent as Pledged Collateral in the same form as so
received (with all appropriate powers, authorizations, orders and
documents).

             

            (c)      oting Rights after an Event of
Default and Receipt of Distributions after a Default or an Event of
Default.  Upon the occurrence and during the continuance of an
Event of Default, all rights of each Company to exercise or refrain from
exercising the voting and other consensual rights that it would otherwise be
entitled to exercise pursuant to clause (a) above and, upon the occurrence
and during the continuance of a Default or an Event of Default, all rights of
each Company to receive the dividends and other distributions which it would
otherwise be entitled to receive and retain pursuant to clause (b) above,
in each such case, shall cease during the period and continuance of such Default
or Event of Default, as the case may be, and all such rights shall thereupon
become vested in the Collateral Agent, which shall thereupon have the sole right
to exercise or refrain from exercising such voting and other consensual rights,
as directed in writing by the Administrative Agent pursuant to §8.1 hereof, and
to receive and hold as Pledged Collateral such distributions and
dividends.

             

            Section 5.3.      Covenants of Each
Company.  Each Company hereby covenants and agrees as
follows:

             

            (a)      Issuance of Additional
Securities.  Such Company will not vote to enable or otherwise
cause any issuer of Pledged Collateral relating to such Company to issue any
shares of stock or other Securities in addition to, or to issue other securities
of any nature in exchange or substitution for, the Pledged Collateral (except to
qualify directors) unless such stock or other securities may be issued under the
relevant provisions hereof, are pledged to the Collateral Agent for the ratable
benefit of the Secured Creditors as part of the Pledged Collateral and such
Company represents to the Collateral Agent and the Secured Creditors that
(i) such Company has good and marketable title to such stock or other
Security, free and clear of any Lien other than the Lien hereof and Liens
permitted by clause (i) of Section 8.11 of the Credit Agreement and
(ii) such stock or other Security has been duly authorized, validly issued
and is fully paid and non-assessable.

             

            
              
                
                

              

              
                -18-

                
                  

                

              

              
                
                

              

            

             

            (b)      Regulatory
Consent.  Such Company will use its best efforts to obtain
consent of any regulatory authority, Federal, state or local, if any, having
jurisdiction over any license, franchise or other authorization granted by any
governmental unit or authority, which consent may be required in connection with
the transfer of the Pledged Collateral relating to such Company, and will
cooperate fully with the Collateral Agent in effecting any such transfer,
including, without limitation, the execution and delivery of all applications,
certificates and other documents that may be required to obtain the consent and
approval or authorization of or registration or qualification with, any
governmental authority, and specifically, without limitation, any application
for consent to assignment of license or transfer of control necessary or
appropriate under the rules and regulations of any governmental authority for
approval of (1) any sale or sales of property constituting Pledged
Collateral relating to such Company by or on behalf of the Collateral Agent or
(2) any assumption by the Collateral Agent of voting rights or management
rights in the Pledged Collateral relating to such Company, effected in
accordance with the terms of this Agreement.

             

            (c)      Additional Pledged
Collateral.  If any of the Pledged Collateral, including,
without limitation, any shares, notes, obligations, Securities, instruments,
property or (except to the extent otherwise provided in clauses (b) and (c)
in the definition of Pledged Collateral) moneys, distributions or other payments
of every kind and variety referred to in clauses (a) through (c) in the
definition of Pledged Collateral are received by such Company, such Company
agrees forthwith to transfer and deliver the same (with the certificates or
other instruments or documents evidencing or documenting any such shares, notes,
obligations, interests, instruments, or other Securities duly endorsed in blank
or accompanied by an assignment or assignments sufficient to transfer title
thereto), to the Collateral Agent to be held in pledge pursuant to the terms of
this Agreement, as part of the Pledged Collateral.

             

            (d)      Schedule of Pledged
Collateral.  Such Company will furnish to the Collateral Agent
from time to time statements and schedules further identifying and describing
the Pledged Collateral relating to such Company and such other reports in
connection with the Pledged Collateral relating to such Company as the
Collateral Agent may reasonably request, all in reasonable detail.

             

            
              
                	
                        Section
      6.

                      	
                        Application
      of Certain Moneys.

                      


              

            

             

            Section 6.1.      Application if no Default or Event
of Default Exists.  So long as no Default or Event of Default
shall have occurred and be continuing, subject to each Company’s contractual
obligations to other parties (including, without limitation, the Credit
Agreement), such Company shall be allowed to receive and apply the Collateral
relating to such Company and to carry on its business in accordance with sound
business practices.

             

            
              
                
                

              

              
                -19-

                
                  

                

              

              
                
                

              

            

             

            Section 6.2.      Application if a Default or an Event
of Default Exists.  If a Default or an Event of Default has
occurred and is continuing, all amounts which constitute Collateral shall be
paid over to the Collateral Agent for application in the manner provided in §7
in respect of proceeds and avails of the Collateral.

             

            
              
                	
                        Section
      7.

                      	
                        Defaults
      and Remedies.

                      


              

            

             

            Section 7.1.      Events of
Default.  An “Event of Default” under the
Credit Agreement shall constitute an Event of Default hereunder.

             

            Section 7.2.      Collateral Agent’s
Rights.  Each Company agrees that when any Event of Default has
occurred and is continuing, the Collateral Agent may, subject to the provisions
of §8.1, without limitation of all other rights and remedies available herein,
in the World Security Agreement, at law or in equity in such event, exercise any
one or more or all, and in any order, of the remedies hereinafter set forth,
against one or more or all of the Companies, it being expressly understood that
no remedy herein conferred is intended to be exclusive of any other remedy or
remedies; but each and every remedy shall be cumulative and shall be in addition
to every other remedy given herein or now or hereafter existing at law or in
equity or by statute:

             

            (a)      The
Collateral Agent personally, or by agents or attorneys, shall have the right
(subject to compliance with any applicable mandatory legal requirements) to
enter into and upon the premises of any Company and take possession of all or
any part of the Collateral and to exclude such Company wholly therefrom, and
having and holding the same may use, operate, manage and control the Collateral
and collect and receive all earnings, revenues, issues, proceeds and income of
the Collateral and every part thereof and may maintain, repair and renew the
Collateral and make replacements, alterations, additions and improvements
thereto or remove and dispose of any portion of the Collateral and may otherwise
exercise any and all of the rights and powers of such Company in respect
thereof.

             

            (b)      The
Collateral Agent may, if at the time such action may be lawful and always
subject to compliance with any mandatory legal requirements, either with or
without taking possession, and either before or after taking possession, and
without instituting any legal proceedings whatsoever, and having first given
notice of such sale by registered mail to any affected Company, the
Administrative Agent and each Lender once at least ten days prior to the date of
such sale, and any other notice which may be required by law, sell and dispose
of the Collateral, or any part thereof, or interest therein, at public auction
to the highest bidder, in one lot as an entirety or in separate lots, and either
for cash or on credit and on such terms as the Collateral Agent may determine,
and at any place (whether or not it be the location of the Collateral or any
part thereof) designated in the notice above referred to.  Any such
sale or sales may be adjourned from time to time by announcement at the time and
place appointed for such sale or sales, or for any such adjourned sale or sales,
without further notice, and the Collateral Agent or any Secured Creditor, or of
any interest therein, may bid and become the purchaser at any such
sale.

             

            
              
                
                

              

              
                -20-

                
                  

                

              

              
                
                

              

            

             

            (c)      The
Collateral Agent may proceed to protect and enforce this Agreement and the
Secured Indebtedness or any part thereof by suit or suits or proceedings in
equity, at law or in bankruptcy, and whether for the specific performance of any
covenant or agreement herein contained or in execution or aid of any power
herein granted; or for foreclosure hereunder, or for the appointment of a
receiver or receivers for the Collateral or any part thereof, or for the
recovery of judgment for the Secured Indebtedness or for the enforcement of any
other proper, legal or equitable remedy available under applicable
law.

             

            Section 7.3.      Waiver by Each
Company.  To the extent now or at any time hereafter
enforceable under applicable law, each Company covenants that it will not at any
time insist upon or plead, or in any manner whatsoever claim or take any benefit
or advantage of, any stay or extension law now or at any time hereafter in
force, nor claim, take nor insist upon any benefit or advantage of or from any
law now or hereafter in force providing for the valuation or appraisement of the
Collateral or any part thereof, prior to any sale or sales thereof to be made
pursuant to any provision herein contained, or to the decree, judgment or order
of any court of competent jurisdiction; nor, after such sale or sales, claim or
exercise any right under any statute now or hereafter made or enacted by any
state or otherwise to redeem the property so sold or any part thereof, and
hereby expressly waives for itself and on behalf of each and every Person,
except decree or judgment creditors of such Company acquiring any interest in or
title to the Collateral relating to such Company or any part thereof subsequent
to the date of this Agreement, all benefit and advantage of any such law or
laws, and covenants that it will not invoke or utilize any such law or laws or
otherwise hinder, delay or impede the execution of any power herein granted and
delegated to the Collateral Agent, but will suffer and permit the execution of
every such power as though no such law or laws had been made or
enacted.

             

            Section 7.4.      Effect of
Sale.  Any sale, whether under any power of sale hereby given
or by virtue of judicial proceedings, shall operate to divest all right, title,
interest, claim and demand whatsoever, either at law or in equity, of any
affected Company in and to the property sold and shall be a perpetual bar, both
at law and in equity, against such Company, its successors and assigns, and
against any and all persons claiming the property sold or any part thereof
under, by or through such Company, its successors or assigns.

             

            Section 7.5.      Application of Sale and Other
Proceeds.  The Collateral Agent shall give at least one day
prior written notice to the Administrative Agent of each date (the “Application Date”) on which
the proceeds and/or avails of any sale of the Collateral, or any part thereof,
shall be applied, and on such Application Date, or as soon thereafter as may be
practical.  The proceeds and avails of the Collateral at any time
received by the Collateral Agent during the existence of any Event of Default
shall, when received by the Collateral Agent in cash or its equivalent, to be
paid over to the Administrative Agent to be applied in reduction of, or held as
collateral security for, the Secured Indebtedness in accordance with the terms
of the Credit Agreement.  Each Company shall remain liable to the
Secured Creditors for any deficiency.  Any surplus remaining after the
full payment and satisfaction of the Secured Indebtedness shall be returned to
the applicable Company or to whomsoever the Collateral Agent reasonably
determines is lawfully entitled thereto.

             

            
              
                
                

              

              
                -21-

                
                  

                

              

              
                
                

              

            

             

            The proceeds and/or avails of the
Collateral shall be applied as set forth above notwithstanding the time or order
of advance of any funds secured by any such Collateral or any other priority
provided by law or otherwise.  By accepting the benefits of this
Agreement, each of the Secured Creditors agrees that it will not initiate or
prosecute, or encourage any other person to initiate or prosecute, any claim,
action or other proceeding challenging the enforceability of the claims of the
Secured Creditors or challenging the enforceability of any liens or security
interests in assets securing the Secured Indebtedness and the other obligations
and liabilities relating thereto, in each case, created or incurred in
accordance with the terms of this Agreement and the World Security
Agreement.

             

            Section 7.6.      Discontinuance of
Remedies.  In case the Collateral Agent shall have proceeded to
enforce any right under this Agreement by foreclosure, sale, entry or otherwise,
and such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely, then and in every such case the Companies,
the Collateral Agent and the Secured Creditors shall be restored to their former
positions and rights hereunder with respect to the property subject to the lien
and security interest created under this Agreement.

             

            Section 7.7.      Cumulative
Remedies.  No delay or omission of the Collateral Agent or any
Secured Creditor to exercise any right or power arising from any default, shall
exhaust or impair any such right or power or prevent its exercise during the
continuance of such default.  No waiver by the Collateral Agent or any
Secured Creditor of any such default, whether such waiver be full or partial,
shall extend to or be taken to affect any subsequent default, or to impair the
rights resulting therefrom except as may be otherwise provided
therein.  No remedy hereunder is intended to be exclusive of any other
remedy but each and every remedy shall be cumulative and in addition to any and
every other remedy given hereunder or otherwise existing; nor shall the giving,
taking or enforcement of any other or additional security, collateral or
guaranty for the payment of the Secured Indebtedness operate to prejudice, waive
or affect the security of this Agreement or any rights, powers or remedies
hereunder, nor shall the Collateral Agent or any Secured Creditor be required to
first look to, enforce or exhaust such other or additional security, collateral
or guaranties.

             

            
              
                
                  	
                          Section
      8.

                        	
                          The
      Collateral
      Agent.

                        


                

              

            

             

            The
Collateral Agent accepts the trusts hereunder and agrees to perform the same,
but only upon the terms and conditions hereof, including the following, to all
of which each Company and the respective Secured Creditors at any time
outstanding by their acceptance thereof agree:

             

            Section 8.1.      Duties of Collateral
Agent.  (a) The Collateral Agent undertakes
(i) except while an Event of Default actually known to the Collateral Agent
shall have occurred and be continuing, to perform such duties and only such
duties as are specifically set forth in this Agreement, or in any direction
given pursuant to this Agreement, and (ii) while an Event of Default
actually known to the Collateral Agent shall have occurred and be continuing,
subject to §8.1(b), to exercise such of the rights and powers as are vested in
it by this Agreement and permitted by law.

             

            
              
                
                

              

              
                -22-

                
                  

                

              

              
                
                

              

            

             

            The
Collateral Agent upon receipt of instruments or notices furnished to the
Collateral Agent pursuant to the provisions of this Agreement shall furnish
copies of the same to the Administrative Agent for distribution to the
Lenders.

             

            (b)      In
the event that the Collateral Agent shall have actual knowledge of an Event of
Default, the Collateral Agent shall give prompt written notice of such Event of
Default to the Administrative Agent.  Subject to the terms of §8.2(h),
in accordance with written instructions received from the Administrative Agent,
the Collateral Agent shall take such action or refrain from taking such action
as the Collateral Agent shall be directed in writing by the Administrative
Agent.  If the Collateral Agent shall not have received written
instructions as above provided within twenty (20) days after mailing notice of
such Event of Default to the Administrative Agent, the Collateral Agent may,
subject to instructions received pursuant to the preceding sentence, take such
action, or refrain from taking such action, but shall be under no duty to take
or refrain from taking any action, with respect to such Event of Default, as it
shall determine advisable in the best interests of the Secured
Creditors.

             

            (c)      The
Collateral Agent shall not have any duty or obligation to manage, control, use,
sell, dispose of or otherwise deal with the Collateral, or, to otherwise take or
refrain from taking any action under, or in connection with, this Agreement,
except as expressly provided by the terms of this Agreement or expressly
provided in written instructions received pursuant to this
Agreement.

             

            (d)      Except
if it is herein otherwise expressly provided that no such request is required,
the Collateral Agent shall not be under any obligation to take any action which
is discretionary with the Collateral Agent or otherwise requires judgment to be
made by the Collateral Agent under the provisions hereof, except on written
request by the Administrative Agent.

             

            Section 8.2.      Collateral Agent’s
Liability.  No provision of this Agreement (except to the
extent provided in §8.13 hereof) shall be construed to relieve the Collateral
Agent from liability for its own gross negligence or willful misconduct, except
that:

             

            (a)      unless
an Event of Default actually known to the Collateral Agent shall have occurred
and be continuing, the Collateral Agent shall not be liable except for the
performance of such duties as are specifically set forth in this Agreement and
no implied covenants or obligations shall be read into this Agreement against
the Collateral Agent but the duties and obligations of the Collateral Agent
shall be determined solely by the express provisions of this Agreement;
and

             

            (b)      in
the absence of bad faith on the part of the Collateral Agent, the Collateral
Agent may rely upon the authenticity of, and the truth of the statements and the
correctness of the opinions expressed in, and shall be protected in acting upon,
any resolution, officer’s certificate, opinion of counsel (which counsel shall
be independent of the Companies, any Affiliate thereof and the Secured
Creditors), note, request, notice, consent, waiver, order, signature guaranty,
notarial seal, stamp, acknowledgment, verification, appraisal, report, stock
certificate, or other paper or document believed by the Collateral Agent to be
genuine and to have been signed, affixed or presented by the proper party or
parties; and

             

            
              
                
                

              

              
                -23-

                
                  

                

              

              
                
                

              

            

             

            (c)      in
the absence of bad faith on the part of the Collateral Agent, whenever the
Collateral Agent, or any of its agents, representatives, experts or counsel
(which counsel shall be independent of the Companies, any Affiliate thereof and
the Secured Creditors, shall consider it necessary or desirable that any matter
be proved or established, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and
established by an officer’s certificate; provided, however, that the
Collateral Agent, or such agent, representative, expert or counsel, may require
such further and additional evidence and make such further investigation as it
or they may consider reasonable; and

             

            (d)      the
Collateral Agent may consult with counsel (which counsel shall be independent of
the Companies, any Affiliate thereof and the Secured Creditors) and the advice
or opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered hereunder in good faith
and in accordance with such advice or opinion of counsel; and

             

            (e)      the
Collateral Agent shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with any direction or request of
the Administrative Agent, the Lenders or the requisite portion thereof as
expressly provided herein; and

             

            (f)      the
Collateral Agent shall not be liable for any error of judgment made in good
faith by an officer of the Collateral Agent; and

             

            (g)      the
Collateral Agent shall not be deemed to have knowledge of any Default or Event
of Default unless and until an officer of the Corporate Trust Department of the
Collateral Agent who customarily handles corporate trusts or such other Person
employed by the Collateral Agent who has primary responsibility for the
transactions contemplated hereby shall have actual knowledge thereof or the
Collateral Agent shall have received written advice thereof from the
Administrative Agent or any Lender; and

             

            (h)      whether
or not an Event of Default shall have occurred, the Collateral Agent shall not
be under any obligation to take or refrain from taking any action under this
Agreement which may tend to involve it in any expense or liability, the payment
of which within a reasonable time is not, in its reasonable opinion, assured to
it by the security afforded to it by the terms of this Agreement, unless and
until it is requested in writing so to do by one or more Secured Creditors
outstanding hereunder and furnished, from time to time as it may require, with
reasonable security and indemnity.

             

            Section 8.3.      No Responsibility of Collateral
Agent for Recitals.  The recitals and statements contained
herein and in the Loan Documents shall be taken as the recitals and statements
of the Companies, and the Collateral Agent assumes no responsibility for the
correctness of the same, nor shall the Collateral Agent have any responsibility
for or any liability with respect to any disclosure, warranty, representation or
concealment or failure to disclose in connection with the offering,
solicitation, sale or distribution of the Secured Indebtedness by the Companies
or by any other Person.

             

            
              
                
                

              

              
                -24-

                
                  

                

              

              
                
                

              

            

             

            The
Collateral Agent makes no representation as to the validity or sufficiency of
this Agreement, the security hereby or thereby afforded, the title of the
Companies to or the existence of the Collateral or the descriptions thereof, or
the filing or recording or registering of this Agreement or any other
document.

             

            The
Collateral Agent shall not be concerned with or accountable to any Person for
the use or application of any deposited moneys which shall be released or
withdrawn in accordance with the provisions of this Agreement or of any property
or Securities or the proceeds thereof which shall be released from the lien and
security interest hereof in accordance with the provisions of this
Agreement.

             

            Section 8.4.      Certain Limitations on Collateral
Agent’s Rights to Compensation and Indemnification.  Except to
the extent otherwise expressly provided herein and in the Credit Agreement, the
Collateral Agent shall have no right against any Secured Creditor for the
payment of compensation for its services hereunder or any expenses or
disbursements incurred in connection with the exercise and performance of its
powers and duties hereunder or any indemnification against liabilities which it
may incur in the exercise and performance of such powers and duties but on the
contrary, shall look solely to the Companies for such payment and
indemnification which each Company hereby agrees to make, and the Collateral
Agent shall have no lien on or security interest in the Collateral as security
for such compensation, expenses, disbursements and indemnification except to the
extent provided for in §7.5 and in the Credit Agreement.

             

            Section 8.5.      Status of Moneys
Received.  (a) All moneys received by the Collateral Agent
shall, together with any interest thereon, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
(except as herein otherwise provided with respect to the funds referred to in
paragraph (b) of this Section) need not be segregated in any manner from
any other moneys, except to the extent required by law, and may be deposited by
the Collateral Agent under such general conditions as may be prescribed by law
in the Collateral Agent’s general banking department, and the Collateral Agent
shall be under no liability for interest (other than any interest accrued
pursuant to clause (b) of this §8.5) on any moneys received by it
hereunder.

             

            (b)      At
the Companies’ request, so long as no Event of Default has occurred and is
continuing, the Collateral Agent shall invest and reinvest any funds from time
to time held by the Collateral Agent in direct obligations of the United States
of America or obligations for which the full faith and credit of the United
States is pledged to provide for the payment of principal and interest, maturing
not more than 90 days from the date of such investment.

             

            Section 8.6.      Resignation of Collateral
Agent.  The Collateral Agent may resign without cause and be
discharged from the trusts created hereby by delivering notice thereof, by
registered or certified mail postage prepaid to each Company and the
Administrative Agent.  Such resignation shall take effect immediately
upon the appointment of a successor Collateral Agent as provided in §§8.8 and
8.9.

             

            
              
                
                

              

              
                -25-

                
                  

                

              

              
                
                

              

            

             

            Section 8.7.      Removal of Collateral
Agent.  The Collateral Agent may be removed at any time, for or
without cause, by an instrument or instruments in writing executed by the
Administrative Agent and delivered to the Collateral Agent with a copy to each
Company, specifying the removal and the date when it shall take effect; provided, however, that no
such removal shall be effective hereunder unless and until a successor
Collateral Agent shall have been appointed and shall have accepted such
appointment as provided in §§8.8 and 8.9.

             

            Section 8.8.      Appointment of Successor Collateral
Agent.  In case at any time the Collateral Agent shall resign
or be removed or become incapable of acting, a successor Collateral Agent may be
appointed by the Administrative Agent (acting at the request or with the consent
of the Required Lenders), by an instrument or instruments in writing executed by
the Administrative Agent and filed with such successor Collateral Agent and each
Company.

             

            Until a
successor Collateral Agent shall be so appointed by the Administrative Agent,
the Companies shall appoint a successor Collateral Agent to fill such vacancy,
by an instrument in writing executed by the Companies and delivered to the
successor Collateral Agent.  If all or substantially all of the
Collateral shall be in the possession of one or more receivers, trustees,
liquidators or assignees for the benefit of creditors, then such receivers,
trustees, custodians, liquidators or assignees may, by an instrument in writing
delivered to the successor Collateral Agent, appoint a successor Collateral
Agent.  Promptly after any such appointment, the Companies, or any
such receivers, trustees, custodians, liquidators or assignees, as the case may
be, shall give notice thereof by first class mail postage prepaid to the
Administrative Agent.

             

            Any
successor Collateral Agent so appointed by the Companies, or such receivers,
trustees, custodians, liquidators or assignees, shall immediately and without
further act be superseded by a successor Collateral Agent appointed by the
Administrative Agent.

             

            If a
successor Collateral Agent shall not be appointed pursuant to this
Section within thirty days after notice of the resignation or removal of
the retiring Collateral Agent, the Administrative Agent or such retiring
Collateral Agent (unless the retiring Collateral Agent is being removed) may
apply to any court of competent jurisdiction to appoint a successor Collateral
Agent, and such court may thereupon, after such notice, if any, as it may
consider proper, appoint a successor Collateral Agent.

             

            Section 8.9.      Succession of Successor Collateral
Agent.  Any successor Collateral Agent appointed hereunder
shall execute, acknowledge and deliver to each Company, the Administrative
Agent, and the predecessor Collateral Agent an instrument accepting such
appointment, and thereupon such successor Collateral Agent, without any further
act, deed, conveyance or transfer, shall become vested with the title to the
Collateral, and with all the rights, powers, trusts, duties and obligations of
the predecessor Collateral Agent in the trust hereunder, with like effect as if
originally named as Collateral Agent herein.

             

            
              
                
                

              

              
                -26-

                
                  

                

              

              
                
                

              

            

            
            

             


            Upon the
request of any such successor Collateral Agent, however, each Company and the
predecessor Collateral Agent shall execute and deliver such instruments of
conveyance and further assurance and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in such successor
Collateral Agent its interest in the Collateral and all such rights, powers,
trusts, duties and obligations of the predecessor Collateral Agent hereunder,
and the predecessor Collateral Agent shall also assign and deliver to the
successor Collateral Agent any property subject to the lien and security
interest of this Agreement which may then be in its possession.

             

            Section 8.10.      Eligibility of Collateral
Agent.  The Collateral Agent shall be a state or national bank
or trust company in good standing, organized under the laws of the United States
of America or of any state thereof, having a capital, surplus and undivided
profits aggregating at least $500,000,000 and whose certificates of deposit are
accorded a rating of A or better by S&P and Moody’s or, if S&P and
Moody’s are no longer rating such banks, then by any other nationally recognized
credit rating agency of similar standing or a guaranty of its obligations
hereunder from such a bank or trust company or holding company in good standing,
organized under the laws of the United States of America or of any State
thereof, having a capital, surplus and undivided profits aggregating at least
$500,000,000 and whose certificates of deposit are accorded a rating of A or
better by S&P and Moody’s or, if S&P and Moody’s are no longer rating
such banks, then by any other nationally recognized credit rating agency of
similar standing, if there be such a bank or trust company willing and able to
accept such trust upon reasonable and customary terms.

             

            In case
the Collateral Agent shall cease to be eligible in accordance with the
provisions of this Section, the Collateral Agent shall resign immediately in the
manner and with the effect specified in §8.6.

             

            Section 8.11.      Successor Collateral Agent by
Merger.  Any corporation into which the Collateral Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Collateral Agent shall be a party, or
any state or national bank or trust company in any manner succeeding to the
corporate trust business of the Collateral Agent as a whole or substantially as
a whole, if eligible as provided in §8.10, shall be the successor of the
Collateral Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything to the contrary
contained herein notwithstanding.

             

            Section 8.12.      Co-Trustees.  At
any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Collateral may at the time be located, the Companies
and the Collateral Agent jointly shall have power and shall execute and deliver
all instruments, to appoint one or more persons approved by the Collateral
Agent, to act as co-trustee, or co-trustees, jointly with the Collateral Agent,
or separate trustee or separate trustees, of all or any part of the Collateral,
and to vest in such person or persons in such capacity, such interest in the
Collateral or any part thereof, and such rights, powers, duties, trusts or
obligations as the Companies and the Collateral Agent may consider necessary or
desirable.  If the Companies shall not have joined in such appointment
within 15 days after the receipt by it of a request so to do, or in case an
Event of Default shall have occurred and be continuing, the Collateral Agent
alone shall have power to make such appointment if the Collateral Agent
reasonably believes such appointment is necessary or desirable to carry out the
transactions contemplated hereby.

             

            
              
                
                

              

              
                -27-

                
                  

                

              

              
                
                

              

            

             

            Section 8.13.      Compensation and
Reimbursement.  Each Company agrees:  

             

            (a)      to
pay to the Collateral Agent all of its out-of-pocket expenses in connection with
the preparation, execution and delivery of this Agreement and the transactions
contemplated hereby, including but not limited to the reasonable charges and
disbursements of its special counsel;

             

            (b)      to
pay to the Collateral Agent from time to time reasonable compensation for all
services rendered by it hereunder;

             

            (c)      except
as otherwise expressly provided herein, to reimburse the Collateral Agent upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Collateral Agent in accordance with any provision of this Agreement
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its gross negligence or willful misconduct; and

             

            (d)      to
indemnify the Collateral Agent for, and to hold it harmless against, any loss,
liability or expense incurred without gross negligence or willful misconduct on
its part, arising out of or in connection with the acceptance or administration
of the Agreement, including, but not limited to, the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder, and any loss,
liability, expense or claim arising out of its possession, management, control,
use or operation of the Collateral.

             

            
              
                	
                        Section
      9.

                      	
                        Supplements;
      Waivers.

                      


              

            

             

            Section 9.1.      Supplemental Security Agreements
Without Secured Creditor Consent.  The Companies and the
Collateral Agent from time to time and at any time, subject to the restrictions
in this Agreement contained, may enter into an agreement or agreements
supplemental hereto, which thereafter shall form a part hereof, for any one or
more or all of the following purposes:

             

            (a)      to
add to the covenants and agreements to be observed by, and to surrender any
right or power reserved to or conferred upon the Companies;

             

            (b)      to
subject to the lien and security interest of this Agreement additional property
hereafter acquired by any Company and intended to be subjected to the lien and
security interest of this Agreement and to correct and amplify the description
of any property subject to the lien and security interest of this
Agreement;

             

            (c)      to
permit the qualification of this Agreement under the Trust Indenture Act of
1939, as amended, or any similar Federal statute hereafter in effect, except
that nothing herein contained shall permit or authorize the inclusion of the
provisions referred to in Section 316(a)(2) of said Trust Indenture Act of
1939 or any corresponding provision in any similar Federal statute hereafter in
effect; and

             

            
              
                
                

              

              
                -28-

                
                  

                

              

              
                
                

              

            

             

            (d)      to
enter into a Security Agreement Supplement in the form attached hereto as
Exhibit A;

             

            and each
Company covenants to perform all requirements of any such supplemental
agreement.  No restriction or obligation imposed upon any Company may,
except as otherwise provided in this Agreement, be waived or modified by any
such supplemental agreement.

             

            Section 9.2.      Waivers and Consents by Secured
Creditors; Supplemental Security Agreements with Secured Creditors’
Consent.  Upon the waiver or consent of the Administrative
Agent (acting at the direction or with the consent of the Required Lenders under
the Credit Agreement), the Company and the Collateral Agent may enter into an
agreement or agreements supplemental hereto for the purpose of waiving, adding,
changing or eliminating any provisions of this Agreement or of any agreement
supplemental hereto or modifying in any manner the rights and obligations of the
Secured Creditors and the Company.

             

            Section 9.3.      Notice of
Supplements.  Promptly after the execution by the Companies and
the Collateral Agent of any supplemental agreement pursuant to the provisions of
§9.1 or §9.2, the Companies shall deliver a conformed copy thereof, mailed
first-class postage prepaid, to the Administrative Agent at its address set
forth in the Credit Agreement.  Any failure of the Companies to give
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental agreement.

             

            Section 9.4.      Opinion of Counsel Conclusive as to
Supplements.  The Collateral Agent is hereby authorized to join
with the Companies in the execution of any such supplemental indenture or
agreement authorized or permitted by the terms of this Agreement and to make the
further agreements and stipulations which may be therein contained, and the
Collateral Agent may receive an opinion of independent counsel selected by the
Collateral Agent as conclusive evidence that any supplemental agreement executed
pursuant to the provisions of this §9 complies with the requirements of this
§9.

             

            
              
                	
                        Section
      10.

                      	
                        Miscellaneous.

                      


              

            

             

            Section 10.1.      Successors and
Assigns.  Whenever any of the parties hereto is referred to
such reference shall be deemed to include the successors and assigns of such
party; and all the covenants, promises and agreements in this Agreement
contained by or on behalf of each Company or by or on behalf of the Collateral
Agent shall bind and inure to the benefit of the respective successors and
assigns of such parties whether so expressed or not.

             

            Section 10.2.      Severability.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

             

            
              
                
                

              

              
                -29-

                
                  

                

              

              
                
                

              

            

             

            Section 10.3.      Communications.  All
communications provided for herein shall be in
writing.  Communications to the Companies or the Collateral Agent
shall be deemed to have been given (unless otherwise required by the specific
provisions hereof in respect of any matter) when addressed and delivered in
person, or five days after being deposited in the U.S. mail, postage prepaid, by
registered or certified mail, by courier, or by overnight express mail, as
follows:

             

            If to the
Companies:

             

            c/o World
Acceptance Corporation

            108
Frederick Street

            Greenville,
South Carolina 29607-2532

            Attention:Chief
Financial Officer

             

            If to the
Collateral Agent:

             

            Harris
N.A.

            111 West
Monroe

            Chicago,
Illinois 60603

            Attention:Michael
Cameli

             

            or to
such Company or the Collateral Agent at such other address as such Company or
the Collateral Agent may designate by notice duly given in accordance with this
Section to the other.  Communications to any Secured Creditor
shall be deemed to have been given (unless otherwise provided for by the
specific provisions hereof in respect of any matter) when delivered personally
or five days after being deposited in the U.S. mail, postage prepaid by
registered or certified mail or by courier or by overnight express mail,
addressed to such Secured Creditor at its address set forth in Credit
Agreement.

             

            Section 10.4.      Release.  The
Collateral Agent shall release fully or partially, as the case may be, the Lien
granted by this Agreement under and only under the following
circumstances:

             

            (a)      Upon
the written request of the Companies and presentation of satisfactory evidence
that all Secured Indebtedness has been irrevocably fully paid or discharged and
all obligations of the Secured Creditors to extend Secured Indebtedness to World
have terminated or otherwise expired, the Collateral Agent shall release the
Lien and security interest of this Agreement by proper instrument or
instruments;

             

            (b)      So
long as no Default or Event of Default then exists, upon the sale or other
disposition of any assets of World and its Restricted Subsidiaries which the
Chief Financial Officer of World certifies to the Collateral Agent, the
Administrative Agent and the Lenders in writing does not constitute a
“substantial part” of the assets of World and its Restricted Subsidiaries (as
defined in Section 8.13 of the Credit Agreement), the Collateral Agent
shall, upon the written direction of World and without the consent of the
Secured Creditors (unless the Collateral Agent has been notified in writing by a
the Administrative Agent or any Lender prior to such release that such Lender in
good faith believes that the conditions set forth above have not been satisfied,
in which case no such release shall be issued), release the Lien of this
Agreement on such assets by proper instrument or instruments.  If any
such sale or other disposition of assets constituting less than a “substantial
part” of the assets of World and its Restricted Subsidiaries pursuant to this
§10.4(b) results in the sale or other disposition of the capital stock or other
equity interest in a Restricted Subsidiary, the Subsidiary Guaranty Agreement
with respect to, and only with respect to, such Restricted Subsidiary shall
automatically be released and the Collateral Agent, the Administrative Agent and
the Lenders agree to execute and deliver such further instruments and do such
further acts as World may deem necessary or proper to carry out more effectively
the foregoing;

             

            
              
                
                

              

              
                -30-

                
                  

                

              

              
                
                

              

            

             

            (c)      Upon
the sale or other disposition by World of a “substantial part” of the assets of
World and its Restricted Subsidiaries (as defined in Section 8.13 of the
Credit Agreement) after the occurrence and during the continuance of an Event of
Default, the Collateral Agent shall, upon the written direction of the Companies
and the written consent of the Administrative Agent, release the Lien of this
Agreement on such assets by proper instrument or instruments, provided, that, (i) such
sale or other disposition is not to an Affiliate, (ii) the sale price for
such assets is determined by World in good faith to be reasonable, as evidenced
by a resolution of the board of directors of World, (iii) the proceeds of
any such sale or other disposition are applied to the satisfaction of Secured
Indebtedness and, if such application results in the prepayment of any
obligations under the Credit Agreement, such application permanently reduces the
amount of the commitment under the Credit Agreement (unless the Administrative
Agent agrees otherwise), (iv) the Administrative Agent and the Lenders
shall have received written notice of such sale or other disposition at least
ten days prior to the date of such sale or other disposition and (v) the
Collateral Agent, the Administrative Agent and the Lenders receive a certificate
of the Chief Financial Officer of World certifying to each of the
foregoing.  If any such sale or other disposition of assets of World
and its Restricted Subsidiaries pursuant to this §10.4(c) results in the sale or
other disposition of the capital stock or other equity interest in a Restricted
Subsidiary, the Subsidiary Guaranty Agreement with respect to, and only with
respect to, such Restricted Subsidiary shall automatically be released and the
Collateral Agent, the Administrative Agent and the Lenders agree to execute and
deliver such further instruments and do such further acts as World may deem
necessary or proper to carry out more effectively the foregoing;

             

            (d)      Upon
the sale or other disposition of the Collateral or any part thereof pursuant to
and in accordance with §7.2, the Collateral Agent shall release the Lien of this
Agreement on the Collateral or such part, as the case may be, by proper
instrument or instruments; and

             

            (e)      With
the prior written consent of the Administrative Agent and each Lender, the
Collateral Agent shall release the Lien of this Agreement or on any assets
covered by this Agreement by proper instrument or instruments.

             

            
              
                
                

              

              
                -31-

                
                  

                

              

              
                
                

              

            

             

            Section 10.5.      Counterparts.  This
Agreement may be executed, acknowledged and delivered in any number of
counterparts, each of such counterparts constituting an original but all
together only one Agreement.

             

            Section 10.6.      Governing
Law.  This Agreement shall be construed in accordance with and
governed by the laws of the State of South Carolina.

             

            Section 10.7.      Headings.  Any
headings or captions preceding the text of the several sections hereof are
intended solely for convenience of reference and shall not constitute a part of
this Agreement nor shall they affect its meaning, construction or
effect.

             

            Section 10.8.      Prior Liens.  Upon
the execution and delivery of this Agreement by the Companies and the Collateral
Agent, this Agreement shall supersede all provisions of the Original Subsidiary
Security Agreements and Additional Subsidiary Security Agreements as of the date
of such execution and delivery.  The Companies hereby agree that,
notwithstanding the execution and delivery of this Agreement, the liens and
security interests created and provided for under the Original Subsidiary
Security Agreements and Additional Subsidiary Security Agreements continue in
effect under and pursuant to the terms of this Agreement for the benefit of all
of the Secured Indebtedness.  Nothing herein shall in any manner
affect or impair the priority of the liens and security interests created and
provided for by the Original Subsidiary Security Agreements and Additional
Subsidiary Security Agreements as to the indebtedness and obligations which
would otherwise be secured thereby prior to giving effect to this
Agreement.

             

            Section 10.9.      Amendment and
Restatement.  Upon the execution and delivery of this Agreement
by the Companies and the Collateral Agent, this Agreement shall supersede all
provisions of that certain Amended and Restated Security Agreement, Pledge and
Indenture of Trust dated as of June 30, 1997, as amended (the “Prior Security Agreement”),
as of such date.  The Companies hereby agree that, notwithstanding the
execution and delivery of this Agreement, the liens and security interests
created and provided for under the Prior Security Agreement continue in effect
under and pursuant to the terms of this Agreement for the benefit of all of the
Secured Indebtedness as defined herein.  Nothing herein contained
shall in any manner affect or impair the priority of the liens and security
interests created and provided for by the Prior Security Agreement as to the
indebtedness and obligations which would otherwise be secured thereby prior to
giving effect to this Agreement.

             

            [Signature
Page Follows]

             

            
              
                
                

              

              
                -32-

                
                  

                

              

              
                
                

              

            

             

            In
Witness
Whereof,
each Company and the Collateral Agent have caused this Amended and Restated
Security Agreement, Pledge and Indenture of Trust to be duly executed as of the
date and year first above written.


             

             

            
              
                
                  
                    	
                            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

                          
	
                            World
      Finance Corporation of Colorado

                          
	
                            World
      Finance Corporation of Wisconsin

                          
	
                            WFC
      Services, Inc.

                          
	
                            World
      Finance Corporation of
Texas

                          


                  

                

              

              


              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      By:

                                    	 
      
	 
      	 
      	
                                      Name:

                                    	
                                      A.
      Alexander McLean III

                                    
	 
      	 
      	
                                      Its:

                                    	
                                      Chief
      Executive Officer

                                    
	 
      	 
      	 
      	 
      
	 
      	
                                      WFC
      Limited Partnership

                                    
	 
      	 
      	 
      	 
      
	 
      	
                                      By

                                    	
                                      WFC
      of South Carolina, Inc.,

                                    
	 
      	 
      	
                                      as
      sole general partner

                                    
	 
      	 
      	 
      	 
      
	 
      	
                                      By:

                                    	 
      
	 
      	 
      	
                                      Name:

                                    	
                                      A.
      Alexander McLean III

                                    
	 
      	 
      	
                                      Its:

                                    	
                                      Chief
      Executive
Officer

                                    


                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                

              

              
                -33-

                
                  

                

              

              
                
                

              

            

             

            
              
                
                  
                    	 
      	
                            Harris
      N.A., as Collateral Agent

                          
	 
      	 
      	 
      
	 
      	
                            By

                          	 
      
	 
      	 
      	
                            Michael
      S. Cameli, Vice
President

                          


                  

                

              

            

             

            
              
                
                

              

              
                -34-

                
                  

                

              

              
                
                

              

            

             

            
              Schedule
I


               

              Description
of Pledged Shares

              


              
                
                  
                    
                      
                        	
                                Name of Owner

                              	 
      	
                                Name of Subsidiary

                                Owned

                              	 
      	
                                Description

                              	 
      	
                                Number of

                                Shares

                              	 
      	
                                Certificate

                                No.

                              
	 	 	 	 	 	 	 	 	 
	
                                World
      Finance Corporation of Texas

                              	 
      	
                                World
      Acceptance Corporation of Oklahoma, Inc.

                              	 
      	
                                Common,

                                $1
      par

                              	 
      	
                                25,000

                              	 
      	
                                3

                              
	 	 	 	 	 	 	 	 	 
	
                                WFC
      Services, Inc.

                              	 
      	
                                World
      Acceptance Corporation de México, S. de R.L.
      de C.V.

                              	 
      	
                                Membership
      interest

                              	 
      	
                                N/A*

                              	 
      	
                                uncertificated
      interest

                              
	 	 	 	 	 	 	 	 	 
	
                                WFC
      Services, Inc.

                              	
                                  

                              	
                                Servicios
      World Acceptance Corporation de México, S. de R.L.
      de C.V.

                              	
                                  

                              	
                                Membership
      interest

                              	
                                  

                              	
                                N/A*

                              	
                                  

                              	
                                uncertificated
      interest

                              


                      

                    

                  

                

              

              


              
                
                  

                

                *   Pledged membership interests
constitute 65% of interests owned by WFC Services, Inc.

              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              Schedule
II


               

              Partnership
Interests

              


              
                
                  	
                          Name
      of Owner

                        	
                          Name
      of Partnership

                        	
                          Jurisdiction
      of Organization

                        	
                          Percentage

                          Ownership

                        
	 	 	 	 
	
                          WFC
      of South Carolina, Inc.

                        	
                          WFC
      Limited Partnership

                        	
                          Texas

                        	
                          1%

                        
	
                          World
      Acceptance Corporation of Oklahoma, Inc.

                        	
                          WFC
      Limited Partnership

                        	
                          Texas

                        	
                           

                          99%

                        


                

              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

            

            Schedule
III


             

            Location
of Offices

             World
Acceptance Corporation

            


            See
attached.

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Schedule
IV

            


            Trade
Names

             


            
              
                
                  
                    
                      
                        
                          
                            	
                                    A.

                                  	
                                    World
      Acceptance Corporation of Alabama - None.

                                  
	 
      	 
      
	
                                    B.

                                  	
                                    World
      Acceptance Corporation of Missouri - Paradata

                                  
	 
      	 
      
	
                                    C.

                                  	
                                    World
      Finance Corporation of Georgia - Colonial Finance
    Co.

                                  
	 
      	 
      
	
                                    D.

                                  	
                                    World
      Finance Corporation of Louisiana - None.

                                  
	 
      	 
      
	
                                    E.

                                  	
                                    World
      Acceptance Corporation of Oklahoma, Inc. - Midwestern Loans,
      Inc.

                                  
	 
      	 
      
	
                                    F.

                                  	
                                    World
      Finance Corporation of South Carolina -

                                  
	 	 
	 
      	
                                    Colonial
      Finance Co.

                                  
	 
      	
                                    Local
      Loans Co., Inc.

                                  
	 
      	
                                    People’s
      Finance Co.

                                  
	 
      	 
      
	
                                    G.

                                  	
                                    World
      Finance Corporation of Tennessee -

                                  
	 	 
	 
      	
                                    Colonial
      Finance Co.

                                  
	 
      	
                                    General
      Credit Co.

                                  
	 
      	
                                    Midwestern
      Loans, Inc.

                                  
	 
      	 
      
	
                                    H.

                                  	
                                    World
      Finance Corporation of Texas -

                                  
	 	 
	 
      	
                                    Amicable
      Finance Co.

                                  
	 
      	
                                    Colonial
      Finance Co.

                                  
	 
      	 
      
	
                                    I.

                                  	
                                    WFC
      Limited Partnership - None.

                                  
	 
      	 
      
	
                                    J.

                                  	
                                    WFC of
      South Carolina, Inc. - None.

                                  
	 
      	 
      
	
                                    K.

                                  	
                                    World
      Finance Corporation of Illinois - None.

                                  
	 
      	 
      
	
                                    L.

                                  	
                                    World
      Finance Corporation of New Mexico - Personal Credit
      Plan

                                  
	 
      	 
      
	
                                    M.

                                  	
                                    World
      Finance Corporation of Kentucky - None.

                                  
	 
      	 
      
	
                                    N.

                                  	
                                    World
      Finance Corporation of Colorado - None.

                                  
	 
      	 
      
	
                                    O.

                                  	
                                    World
      Finance Corporation of Wisconsin - None.

                                  
	 
      	 
      
	
                                    P.

                                  	
                                    WFC
      Services, Inc. -
None.

                                  


                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Schedule
V

             

            Concentration
Accounts

             

            
              
                	
                        Account
      Number

                      	
                        Depository
      Institution

                      
	 	 
	
                        71005681

                      	
                        Carolina
      First Bank

                      


              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Exhibit
A

            


            Security
Agreement Supplement

             

            This
Security Agreement Supplement (this “Supplement”), dated
__________, 20__, between _______________________ (the “Company”), and Harris N.A.,
as Collateral Agent (the “Collateral Agent”) under the
Amended and Restated Security Agreement, Pledge and Indenture of Trust dated as
of September 17, 2010 among World Acceptance Corporation of Alabama, an
Alabama corporation, World Acceptance Corporation of Missouri, a Missouri
corporation, World Finance Corporation of Georgia, a Georgia corporation, World
Finance Corporation of Louisiana, a Louisiana corporation, World Acceptance
Corporation of Oklahoma, Inc., an Oklahoma corporation, World Finance
Corporation of South Carolina, a South Carolina corporation, World Finance
Corporation of Tennessee, a Tennessee corporation, World Finance Corporation of
Texas, a Texas corporation, WFC Limited Partnership, a Texas limited
partnership, WFC of South Carolina, Inc., a South Carolina corporation, World
Finance Corporation of Illinois, an Illinois corporation, World Finance
Corporation of New Mexico, a New Mexico corporation, World Finance Corporation
of Kentucky, a Kentucky corporation, World Finance Corporation of Colorado, a
Colorado corporation, World Finance Corporation of Wisconsin, a Wisconsin
corporation, WFC Services, Inc., a South Carolina corporation, each other
Restricted Subsidiary which has previously executed a Security Agreement
Supplement, and the Collateral Agent (as amended, restated, modified or
supplemented from time to time, the “Security Agreement”).  All
capitalized terms used herein and not otherwise defined herein shall have the
meanings forth in the Security Agreement.

             

            Witnesseth:

             

            Whereas,
pursuant to Section 3.9 of the World Security Agreement, the Security
Agreement provides for the execution and delivery from time to time of Security
Agreement Supplements substantially in the form hereof each of which shall
particularly describe the Collateral subject to the security interest of the
Security Agreement;

             

            Now,
Therefore, to secure the payment of all Secured Indebtedness and the
performance and observance of all the covenants and conditions contained in this
Agreement, the World Security Agreement, the Credit Agreement, the Subsidiary
Guaranty Agreements and the other Loan Documents entered into from time to time
in connection therewith and any agreements entered into in connection with any
Hedging Liability, in each case, subject to the terms thereof and of §7.5 of the
Security Agreement, the Company does hereby mortgage, grant, convey, warrant,
assign, pledge and hypothecate unto the Collateral Agent, its successors in
trust and assigns, forever, and grants to the Collateral Agent, its successors
in trust and assigns, forever, a continuing security interest in, all and
singular the following described properties, rights, interests and privileges,
together with the proceeds thereof, now or hereafter owned by the
Company:

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            (a)      All
building materials, building equipment, machinery, apparatus, furniture and
equipment and other personal property (other than motor vehicles and accessions
to motor vehicles) of every kind and nature whatsoever located, including
without limitation: all air conditioning, ventilating, plumbing, heating,
lighting and electrical systems and apparatus; all communications equipment and
intercom systems and apparatus; all typewriters, computers and other office
machines and equipment, furniture, furnishings; all sprinkler equipment and
apparatus, all elevators and escalators; and all machinery, equipment, engines,
boilers, tools, furniture, carpeting, tables and chairs, together with all
accessories, parts and appurtenances appertaining or attached thereto, whether
now owned or hereafter acquired, and all substitutions, renewals, or
replacements of and additions, improvements, accessions and accumulations to any
and all thereof, together with all the rents, income, revenues, issues,
proceeds, profits and avails arising therefrom or in connection therewith and
excluding, in all cases, any of the foregoing items of property which are deemed
fixtures;

             

            (b)      All
Receivables, whether now existing or hereafter arising, and however evidenced or
acquired, or in which the Company now has or hereafter acquires any rights and
all rights of the Company to any Underlying Collateral granted by an Account
Debtor in connection with any Receivable owing by it to the
Company;

             

            (c)      All
Pledged Collateral, if any, including the Pledged Shares, if any, described on
Schedule I hereto;

             

            (d)      All
General intangibles of the Company, including, without limitation, tax refunds,
rights with respect to trademarks, service marks, trade names, patents,
copyrights, trade-secrets information and rights to prevent others from doing
acts that constitute unfair competition with or misappropriation of property of
the Company including, without limitation, any sums (net of expenses) that the
Company may receive arising out of any claim for infringement of its rights in
any patent, copyright, trademark, trade name, trade secret or other proprietary
right and all rights of the Company under contracts to enjoy performance by
others or to be entitled to enjoy rights granted by others, including, without
limitation, any licenses (to the extent permitted by law);

             

            (e)      All
Investment Property, whether now owned or existing or hereafter created,
acquired or arising, or in which the Company now has or hereafter acquires any
rights (the term “Investment
Property” means and includes all investment property and any other
securities (whether certificated or uncertificated), security entitlements,
securities accounts, commodity contracts and commodity accounts, including all
substitutions and additions thereto, all dividends, distributions and sums
distributable or payable from, upon, or in respect of such property, and all
rights privileges incident to such property, but excludes the Pledged
Collateral);

             

            (f)      All
supporting evidence and documents relating to any of the above-described
property, including without limitation, written applications, credit
information, account cards, payment records, correspondence, delivery and
installation certificates, invoice copies, delivery receipts, notes and other
evidences of indebtedness, insurance certificates and the like, together with
all books of account, data processing records, computer software and licenses to
use the same, ledgers and cabinets in which the same are reflected or
maintained, all whether now existing or hereafter arising;

             

            
              
                
                

              

              
                A-2-2

                
                  

                

              

              
                
                

              

            

             

            (g)     (i) All
right, title and interest of the Company, whether now owned or hereafter
acquired, in all partnerships or limited liability companies, including, without
limitation, those set forth on Schedule II hereto (collectively, the “Partnerships”),
(ii) any and all payments or distributions of whatever kind or character
and whether in cash or other property, at any time made, owing or payable to the
Company in respect of or on account of its present or hereafter acquired
interest in the Partnerships, whether due or to become due and whether
representing profits, distributions pursuant to complete or partial liquidation
or dissolution, repayment of capital contributions or otherwise, and the right
to receive, receipt for, use and enjoy all such payments and distributions, and
all proceeds thereof, in every case whether now arising or hereafter acquired or
arising, and (iii) all proceeds of any of the foregoing;

             

            (h)    All
property and rights, if any, which are by the express provisions of this
Agreement required to be subjected to the lien hereof and any additional
property and rights that may from time to time hereafter, by writing of any
kind, be subjected to the lien hereof by the Company or by anyone acting at the
direction or as an agent of the Company;

             

            (i)      All
Deposit Accounts, as such term is defined in the Uniform Commercial Code, of
such Company; and

             

            (j)      All
proceeds and products of the foregoing and all insurance of the foregoing and
proceeds thereof, whether now existing or hereafter arising; 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
entity 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 such 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..

             

            To
Have
and
to
Hold
the Collateral, With
Power
of
Sale
and right of entry and possession, unto the Collateral Agent, its successors and
assigns, forever; in
Trust
Nevertheless,
upon the terms and trust herein set forth, for the equal and proportionate
benefit, security and protection of all present and future Secured Creditors;
provided always,
however, that these presents are upon the express condition that if the
Companies shall irrevocably pay or cause to be irrevocably paid all the Secured
Indebtedness and all obligations to extend Secured Indebtedness have expired or
otherwise terminated, then these presents and the estate hereby granted and
conveyed shall cease and the Secured Agreement shall become null and void;
otherwise the Security Agreement shall remain in full force and
effect.

             

            The
Company hereby binds itself, its successors and assigns, to warrant and forever
defend to the Collateral Agent and its successors and assigns the security
interest hereby created and granted.

             

            
              
                
                

              

              
                A-2-3

                
                  

                

              

              
                
                

              

            

             

            The
Company hereby agrees that it is a “Company” for all purposes of the Security
Agreement and hereby (A) agrees to be bound by all of the terms of and
perform all of the covenants contained in the Security Agreement and
(B) makes all of the representations and warranties contained in the
Security Agreement.

             

            The
Company hereby represents that the Collateral (other than the Underlying
Collateral and the Pledged Collateral) relating to the Company and the books and
records relating thereto are in the Company’s possession at the offices and
facilities owned or leased by the Company or World set forth on
Schedule III hereto.

             

            This
Supplement shall be construed as supplemental to the Security Agreement and
shall form a part of it and the Security Agreement is hereby incorporated by
reference herein and is hereby ratified, approved and confirmed.

             

            This
Supplement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one and the same
instrument.

             

            This
Supplement shall in all respects be governed by, and construed in accordance
with, the laws of the State of South Carolina, including all matters of
construction, validity and performance.

             

            [Signature
Page Follows]

             

            
              
                
                

              

              
                A-2-4

                
                  

                

              

              
                
                

              

            

             

            In
Witness whereof, the Company and the Collateral Agent have caused this
Supplement to be executed, as of the day and year first above
written.

             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            [Insert
      Name of Company]

                                          
	 
      	 
      	 
	
                                            By:

                                          	 
      	 
	 
      	
                                            Name: 

                                          	 
	 
      	
                                            Its:

                                          	 
	 
      	 
      	 
	
                                            Harris
      N.A., as
      Collateral Agent

                                          
	 
      	 
      	 
	
                                            By:

                                          	 
      	 
	 
      	
                                            Name: 

                                          	 
	 
      	
                                            Its:

                                          	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                

              

              
                A-2-5

                
                  

                

              

              
                
                

              

            

             

            Schedule
I to

            Security
Agreement Supplement

             

            Description
of Pledged Collateral

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Schedule
II to

            Security
Agreement Supplement

            


            Partnership
Interests

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Schedule
III to

            Security
Agreement Supplement

            


            Locations
of Offices and Facilities

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Schedule
IV to

            Security
Agreement Supplement

            


            List
of Names Under Which Company Does Business

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Schedule V
to

            Security
Agreement Supplement

            


            Concentration
Accounts