Amended
and Restated

      Revolving
Credit Agreement

       

      by
and among

       

      World
Acceptance Corporation,

       

      the
Lenders parties hereto,

       

      and

       

      Bank
of Montreal, as Administrative Agent

       

      Dated
as of September 17, 2010

       

      
        	
                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table
of Contents

       

      
        
          
            
              
                
                  	
                          Section

                        	
                          Heading

                        	
                          Page

                        
	 
      	 
      	 
      
	
                          Section
      1.

                        	
                          The
      Credit

                        	
                          1

                        
	 
      	 
      	 
      
	
                          Section
      1.1.

                        	
                          The
      Revolving Credit

                        	
                          1

                        
	 
      	 
      	 
      
	
                          Section
      2.

                        	
                          General
      Provisions Applicable to Loans

                        	
                          2

                        
	 
      	 
      	 
      
	
                          Section
      2.1.

                        	
                          Applicable
      Interest Rates

                        	
                          2

                        
	
                          Section
      2.2.

                        	
                          Minimum
      Borrowing Amounts

                        	
                          4

                        
	
                          Section
      2.3.

                        	
                          Borrowing
      Procedures

                        	
                          4

                        
	
                          Section
      2.4.

                        	
                          Interest
      Periods

                        	
                          6

                        
	
                          Section
      2.5.

                        	
                          Maturity
      of Loans

                        	
                          6

                        
	
                          Section
      2.6.

                        	
                          Prepayments

                        	
                          6

                        
	
                          Section
      2.7.

                        	
                          Default
      Rate

                        	
                          7

                        
	
                          Section
      2.8.

                        	
                          Evidence
      of Indebtedness

                        	
                          7

                        
	
                          Section
      2.9.

                        	
                          Commitment
      Terminations

                        	
                          8

                        
	
                          Section
      2.10.

                        	
                          Funding
      Indemnity

                        	
                          8

                        
	
                          Section
      2.11.

                        	
                          Substitution
      of Lenders

                        	
                          9

                        
	
                          Section
      2.12.

                        	
                          Defaulting
      Lenders

                        	
                          9

                        
	 
      	 
      	 
      
	
                          Section
      3.

                        	
                          Fees,
      Extensions and Applications

                        	
                          10

                        
	 
      	 
      	 
      
	
                          Section
      3.1.

                        	
                          Commitment
      Fee

                        	
                          10

                        
	
                          Section
      3.2.

                        	
                          Audit
      Fees

                        	
                          10

                        
	
                          Section
      3.3.

                        	
                          Administrative
      Agent’s Fees

                        	
                          10

                        
	
                          Section
      3.4.

                        	
                          Place
      and Application of Payments

                        	
                          11

                        
	
                          Section
      3.5.

                        	
                          Account
      Debit

                        	
                          12

                        
	 
      	 
      	 
      
	
                          Section
      4.

                        	
                          The
      Collateral and Guaranties

                        	
                          12

                        
	 
      	 
      	 
      
	
                          Section
      4.1.

                        	
                          The
      Collateral

                        	
                          12

                        
	
                          Section
      4.2.

                        	
                          Subsidiary
      Guaranties

                        	
                          12

                        
	
                          Section
      4.3.

                        	
                          Further
      Assurances

                        	
                          12

                        
	 	 	 
	
                          Section
      5.

                        	
                          Definitions;
      Interpretation

                        	
                          13

                        
	 	 	 
	
                          Section
      5.1.

                        	
                          Definitions

                        	
                          13

                        
	
                          Section
      5.2.

                        	
                          Interpretation

                        	
                          28

                        
	
                          Section
      5.3.

                        	
                          Change
      in Accounting Principles

                        	
                          29

                        
	 
      	 
      	 
      
	
                          Section
      6.

                        	
                          Representations
      and Warranties

                        	
                          29

                        
	 
      	 
      	 
      
	
                          Section
      6.1.

                        	
                          Organization
      and Qualification

                        	
                          29

                        
	
                          Section
      6.2.

                        	
                          Subsidiaries

                        	
                          30

                        
	
                          Section
      6.3.

                        	
                          Corporate
      Authority and Validity of Obligations

                        	
                          30

                        
	
                          Section
      6.4.

                        	
                          Investment
      Company

                        	
                          30

                        


                

              

            

          

        

      


      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      Section
      6.5.

                    	
                      Use
      of Proceeds; Margin Stock

                    	
                      30

                    
	
                      Section
      6.6.

                    	
                      Financial
      Reports

                    	
                      31

                    
	
                      Section
      6.7.

                    	
                      No
      Material Adverse Change

                    	
                      31

                    
	
                      Section
      6.8.

                    	
                      Litigation

                    	
                      31

                    
	
                      Section
      6.9.

                    	
                      Taxes

                    	
                      31

                    
	
                      Section
      6.10.

                    	
                      Approvals

                    	
                      31

                    
	
                      Section
      6.11.

                    	
                      Indebtedness
      and Liens

                    	
                      32

                    
	
                      Section
      6.12.

                    	
                      ERISA

                    	
                      32

                    
	
                      Section
      6.13.

                    	
                      Material
      Agreements

                    	
                      32

                    
	
                      Section
      6.14.

                    	
                      Compliance
      with Laws

                    	
                      32

                    
	
                      Section
      6.15.

                    	
                      Full
      Disclosure

                    	
                      33

                    
	
                      Section
      6.16.

                    	
                      No
      Defaults

                    	
                      33

                    
	 
      	 
      	 
      
	
                      Section
      7.

                    	
                      Conditions
      Precedent

                    	
                      33

                    
	 
      	 
      	 
      
	
                      Section
      7.1.

                    	
                      Initial
      Borrowing

                    	
                      33

                    
	
                      Section
      7.2.

                    	
                      All
      Loans

                    	
                      35

                    
	 
      	 
      	 
      
	
                      Section
      8.

                    	
                      Covenants

                    	
                      35

                    
	 
      	 
      	 
      
	
                      Section
      8.1.

                    	
                      Existence,
      Etc.

                    	
                      35

                    
	
                      Section
      8.2.

                    	
                      Insurance

                    	
                      36

                    
	
                      Section
      8.3.

                    	
                      Taxes,
      Claims for Labor and Materials

                    	
                      36

                    
	
                      Section
      8.4.

                    	
                      Compliance
      with Laws; OFAC

                    	
                      36

                    
	
                      Section
      8.5.

                    	
                      Maintenance,
      Etc.

                    	
                      37

                    
	
                      Section
      8.6.

                    	
                      Nature
      of Business

                    	
                      37

                    
	
                      Section
      8.7.

                    	
                      Consolidated
      Net Worth

                    	
                      37

                    
	
                      Section
      8.8.

                    	
                      Fixed
      Charge Coverage Ratio; Loan Loss Reserves; Excess Borrowing
      Availability

                    	
                      37

                    
	
                      Section
      8.9.

                    	
                      Permitted
      Indebtedness

                    	
                      37

                    
	
                      Section
      8.10.

                    	
                      Limitations
      on Indebtedness

                    	
                      38

                    
	
                      Section
      8.11.

                    	
                      Limitation
      on Liens

                    	
                      38

                    
	
                      Section
      8.12.

                    	
                      Subordinated
      Debt

                    	
                      39

                    
	
                      Section
      8.13.

                    	
                      Mergers,
      Consolidations and Sales or Transfers of Assets

                    	
                      40

                    
	
                      Section
      8.14.

                    	
                      Lease-Backs

                    	
                      42

                    
	
                      Section
      8.15.

                    	
                      Guaranties

                    	
                      43

                    
	
                      Section
      8.16.

                    	
                      Limitation
      on Restrictions

                    	
                      43

                    
	
                      Section
      8.17.

                    	
                      Transactions
      with Affiliates

                    	
                      43

                    
	
                      Section
      8.18.

                    	
                      Investments

                    	
                      43

                    
	
                      Section
      8.19.

                    	
                      Termination
      of Pension Plans

                    	
                      44

                    
	
                      Section
      8.20.

                    	
                      Reports
      and Rights of Inspection

                    	
                      45

                    
	
                      Section
      8.21.

                    	
                      Post-Closing

                    	
                      48

                    
	 
      	 
      	 
      
	
                      Section
      9.

                    	
                      Events
      of Default and Remedies

                    	
                      48

                    
	 
      	 
      	 
      
	
                      Section
      9.1.

                    	
                      Events
      of Default

                    	
                      48

                    
	
                      Section
      9.2.

                    	
                      Notice
      to Lenders

                    	
                      51

                    


            

          

        

      


      
        
           


        

        
          -ii-

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    Section
      9.3.

                  	
                    Non-Bankruptcy
      Defaults

                  	
                    51

                  
	
                    Section
      9.4.

                  	
                    Bankruptcy
      Defaults

                  	
                    51

                  
	
                    Section
      9.5.

                  	
                    Expenses

                  	
                    51

                  
	 
      	 
      	 
      
	
                    Section
      10.

                  	
                    Change
      In Circumstances

                  	
                    52

                  
	 
      	 
      	 
      
	
                    Section
      10.1.

                  	
                    Change
      of Law

                  	
                    52

                  
	
                    Section
      10.2.

                  	
                    Unavailability
      of Deposits or Inability to Ascertain, or Inadequacy of,
    LIBOR

                  	
                    52

                  
	
                    Section
      10.3.

                  	
                    Increased
      Cost and Reduced Return

                  	
                    52

                  
	
                    Section
      10.4.

                  	
                    Lending
      Offices

                  	
                    54

                  
	
                    Section
      10.5.

                  	
                    Discretion
      of Lender as to Manner of Funding

                  	
                    54

                  
	 
      	 
      	 
      
	
                    Section
      11.

                  	
                    The
      Administrative Agent

                  	
                    54

                  
	 
      	 
      	 
      
	
                    Section
      11.1.

                  	
                    Appointment
      and Authorization

                  	
                    54

                  
	
                    Section
      11.2.

                  	
                    Administrative
      Agent and Affiliates

                  	
                    54

                  
	
                    Section
      11.3.

                  	
                    Action
      by Administrative Agent

                  	
                    54

                  
	
                    Section
      11.4.

                  	
                    Consultation
      with Experts

                  	
                    55

                  
	
                    Section
      11.5.

                  	
                    Liability
      of Administrative Agent

                  	
                    55

                  
	
                    Section
      11.6.

                  	
                    Indemnification

                  	
                    56

                  
	
                    Section
      11.7.

                  	
                    Credit
      Decision

                  	
                    56

                  
	
                    Section
      11.8.

                  	
                    Resignation
      of the Administrative Agent

                  	
                    56

                  
	
                    Section
      11.9.

                  	
                    Designation
      of Additional Agents

                  	
                    56

                  
	
                    Section
      11.10.

                  	
                    Authorization
      to Release or Subordinate or Limit Liens

                  	
                    57

                  
	
                    Section
      11.11.

                  	
                    Collateral
      Agent

                  	
                    57

                  
	
                    Section
      11.12.

                  	
                    Authorization
      to Enter into, and Enforcement of, the Collateral Documents and
      Intercreditor Agreement

                  	
                    57

                  
	
                    Section
      11.13.

                  	
                    Hedging
      Liability

                  	
                    58

                  
	 
      	 
      	 
      
	
                    Section
      12.

                  	
                    Miscellaneous

                  	
                    58

                  
	 
      	 
      	 
      
	
                    Section
      12.1.

                  	
                    Withholding
      Taxes

                  	
                    58

                  
	
                    Section
      12.2.

                  	
                    No
      Waiver of Rights

                  	
                    59

                  
	
                    Section
      12.3.

                  	
                    Non-Business
      Day

                  	
                    60

                  
	
                    Section
      12.4.

                  	
                    Documentary
      Taxes

                  	
                    60

                  
	
                    Section
      12.5.

                  	
                    Survival
      of Representations

                  	
                    60

                  
	
                    Section
      12.6.

                  	
                    Survival
      of Indemnities

                  	
                    60

                  
	
                    Section
      12.7.

                  	
                    Sharing
      of Set-Off

                  	
                    60

                  
	
                    Section
      12.8.

                  	
                    Notices

                  	
                    61

                  
	
                    Section
      12.9.

                  	
                    Counterparts

                  	
                    61

                  
	
                    Section
      12.10.

                  	
                    Successors
      and Assigns

                  	
                    61

                  
	
                    Section
      12.11.

                  	
                    Participants

                  	
                    61

                  
	
                    Section
      12.12.

                  	
                    Assignments

                  	
                    62

                  
	
                    Section
      12.13.

                  	
                    Amendments

                  	
                    64

                  
	
                    Section
      12.14.

                  	
                    Non-Reliance
      on Margin Stock

                  	
                    64

                  
	
                    Section
      12.15.

                  	
                    Fees
      and Indemnification

                  	
                    64

                  


          

        

      


      
        
           


        

        
          -iii-

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    Section
      12.16.

                  	
                    Set-off

                  	
                    65

                  
	
                    Section
      12.17.

                  	
                    Governing
      Law

                  	
                    65

                  
	
                    Section
      12.18.

                  	
                    Headings

                  	
                    65

                  
	
                    Section
      12.19.

                  	
                    Entire
      Agreement

                  	
                    65

                  
	
                    Section
      12.20.

                  	
                    Severability
      of Provisions

                  	
                    65

                  
	
                    Section
      12.21.

                  	
                    Excess
      Interest

                  	
                    66

                  
	
                    Section
      12.22.

                  	
                    Construction

                  	
                    66

                  
	
                    Section
      12.23.

                  	
                    Lender’s
      Obligations Several

                  	
                    66

                  
	
                    Section
      12.24.

                  	
                    Submission
      to Jurisdiction; Waiver of Jury Trial

                  	
                    67

                  
	
                    Section
      12.25.

                  	
                    USA
      Patriot Act

                  	
                    67

                  
	
                    Section
      12.26.

                  	
                     Confidentiality

                  	
                    67

                  
	
                    Section
      12.27.

                  	
                    Amendment
      and Restatement

                  	
                    68

                  
	
                    Section
      12.28.

                  	
                    Removal
      of Lender and Assignment of Interests

                  	
                    68

                  
	
                    Section
      12.29.

                  	
                    Equalization
      of Loans and Commitments

                  	
                    69

                  
	 
      	 
      	 
      
	
                    Signature
      Page

                  	 
      	
                    1

                  


          

        

      

      


      
        
          	
                  Exhibit
      A

                	
                  —

                	
                  Notice
      of Borrowing

                	 
      
	
                  Exhibit
      B

                	
                  —

                	
                  Notice
      of Continuation/Conversion

                	 
      
	
                  Exhibit
      C

                	
                  —

                	
                  Revolving
      Credit Note

                	 
      
	
                  Exhibit
      D

                	
                  —

                	
                  Permitted
      Junior Subordinated Debt

                	 
      
	
                  Exhibit
      E

                	
                  —

                	
                  Borrowing
      Base Certificate

                	 
      
	
                  Exhibit
      F

                	
                  —

                	
                  Compliance
      Certificate

                	 
      
	
                  Exhibit
      G

                	
                  —

                	
                  Assignment
      and Acceptance

                	 
      
	
                  Schedule
      1.1

                	
                  —

                	
                  Commitments

                	 
      
	
                  Schedule
      6.2

                	
                  —

                	
                  Subsidiaries

                	 
      
	
                  Schedule
      6.8

                	
                  —

                	
                  Pending
      Litigation

                	 
      
	
                  Schedule
      6.9

                	
                  —

                	
                  Pending
      Tax Disputes

                	 
      
	
                  Schedule
      6.11

                	
                  —

                	
                  Existing
      Indebtedness for Borrowed Money

                	 
      
	
                  Schedule
      8.11

                	
                  —

                	
                  Existing
      Liens

                	 
      


        

      


      
        
           


        

        
          -iv-

          
            

          

        

        
           


        

      


      Amended
and Restated Revolving Credit Agreement

       

      This
Amended and Restated Revolving Credit Agreement is entered into as of
September 17, 2010, by and among World Acceptance Corporation, a South
Carolina corporation (the “Borrower”), the several
financial institutions from time to time party to this Agreement as Lenders, and
Bank of Montreal, as Administrative Agent.  All capitalized terms used
herein without definition shall have the same meanings herein as such terms are
defined in Section 5.1 hereof.  

       

      Preliminary
Statements

       

      A.    
The Borrower is currently a party to that certain Amended and Restated Revolving
Credit Agreement dated as July 20, 2005, as amended, among the Borrower,
the lenders party thereto, and Bank of Montreal, as agent for the lenders (the
“Original Credit
Agreement”).  

       

      B.    
The Borrower has requested that certain terms and conditions of the Original
Credit Agreement be amended and, for the sake of clarity and convenience, that
the Original Credit Agreement be restated in its entirety as so
amended.  This Amended and Restated Revolving Credit Agreement amends
and replaces in its entirety the Original Credit Agreement, and from and after
the Effective Date all references made to the Original Credit Agreement in any
Loan Document or in any other instrument or document shall, without more, be
deemed to refer to this Amended and Restated Revolving Credit
Agreement.  This Amended and Restated Revolving Credit Agreement shall
become effective as of September 17, 2010 (the “Effective Date”), and
supersedes all provisions of the Original Credit Agreement as of such date, upon
the execution of this Amended and Restated Revolving Credit Agreement by each of
the parties hereto and the fulfillment of the conditions precedent contained in
Section 7.1 hereof.  This Amended and Restated Revolving Credit
Agreement amends and restates the Original Credit Agreement and is not intended
to be or operate as a novation or an accord and satisfaction of the Original
Credit Agreement or the indebtedness, obligations and liabilities of the
Borrower evidenced or provided for thereunder.  

      
         

        now,
therefore, in
consideration of the mutual agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

      

       

      
        Section 1.           
The Credit..

      

       

      Section 1.1.     
 The Revolving
Credit. Subject to the terms and conditions hereof, the Lenders agree to
extend a revolving credit (the “Revolving Credit”) to the
Borrower in an aggregate principal amount at any one time outstanding not to
exceed the lesser of (A) the Commitments and (B) the Available
Borrowing Base as then determined and computed, which may be availed of by the
Borrower in its discretion from time to time, be repaid and used again, to but
not including the Termination Date.  The Revolving Credit, subject to
all of the terms and conditions hereof, may be utilized by the Borrower in the
form of Base Rate Loans or Eurodollar Loans, all as more fully hereinafter set
forth.  The maximum amount of the Revolving Credit that a Lender
agrees to extend to the Borrower shall be the aggregate amount of its Commitment
(subject to any reductions thereof pursuant to the terms hereof).  The
obligations of the Lenders hereunder are several and not joint, and no Lender
shall under any circumstances be obligated to extend credit hereunder in excess
of its Commitment.  Each Borrowing of Loans shall be made ratably from
the Lenders in proportion to their respective
Commitments.  


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        Section 2.           
General Provisions Applicable to Loans.

      

       

      Section 2.1.       
Applicable Interest
Rates.  (a) Base Rate
Loans.  Each Base Rate Loan made by a Lender shall bear
interest (computed on the basis of a year of 360 days and actual days elapsed)
on the unpaid principal amount thereof from the date such Loan is made until
maturity (whether by acceleration or otherwise) at a rate per annum equal to the
greater of (x) the Base Rate from time to time in effect plus 1.0% and
(y) 4.0%, payable quarterly in arrears on the last day of each March, June,
September and December in each year (commencing on the first such date occurring
after the date hereof) and at maturity (whether by acceleration or
otherwise).

       

      “Base Rate” means, for any
day, the rate per annum equal to the greatest of:  (a) the rate
of interest announced or otherwise established by the Administrative Agent from
time to time as its prime commercial rate, or its equivalent, for U.S. Dollar
loans to borrowers located in the United States as in effect on such day, with
any change in the Base Rate resulting from a change in said prime commercial
rate to be effective as of the date of the relevant change in said prime
commercial rate (it being acknowledged and agreed that such rate may not be the
Administrative Agent’s best or lowest rate), (b) the sum of (i) the
rate determined by the Administrative Agent to be the average (rounded upward,
if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to
the Administrative Agent at approximately 10:00 a.m. (Chicago time) (or as
soon thereafter as is practicable) on such day (or, if such day is not a
Business Day, on the immediately preceding Business Day) by two or more Federal
funds brokers selected by the Administrative Agent for sale to the
Administrative Agent at face value of Federal funds in the secondary market in
an amount equal or comparable to the principal amount for which such rate is
being determined, plus
(ii) 1/2 of 1%, and (c) the LIBOR Quoted Rate for such day plus 1.00%.  As
used herein, the term “LIBOR
Quoted Rate” means, for any day, the rate per annum equal to the quotient
of (i) the rate per annum (rounded upwards, if necessary, to the next
higher one hundred-thousandth of a percentage point) for deposits in U.S.
Dollars for a one-month interest period which appears on the LIBOR01 Page as of
11:00 a.m. (London, England time) on such day (or, if such day is not a
Business Day, on the immediately preceding Business Day) divided by
(ii) one (1) minus the Eurodollar Reserve Percentage.

       

      (b)     Eurodollar
Loans.  Each Eurodollar Loan made by a Lender shall bear
interest (computed on the basis of a year of 360 days and actual days elapsed)
on the unpaid principal amount thereof from the date such Loan is made until
maturity (whether by acceleration or otherwise) at a rate per annum equal to the
sum of the applicable Eurodollar Margin plus the Adjusted LIBOR payable on the
last day of the applicable Interest Period and at maturity (whether by
acceleration or otherwise), and, if the applicable Interest Period is longer
than three months, on each day occurring every three months after the date such
Loan is made.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      


       

      “Adjusted LIBOR” means, for
any Borrowing of Eurodollar Loans, a rate per annum equal to the greater of
(a) 1.0% and (b) the quotient of (i) LIBOR, divided by (ii) one (1)
minus the Eurodollar Reserve Percentage.

       

      “LIBOR” means, for an
Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index
Rate for such Interest Period, if such rate is available, and (b) if the
LIBOR Index Rate cannot be determined, the arithmetic average of the rates of
interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
at which deposits in U.S. Dollars in immediately available funds are offered to
the Administrative Agent at 11:00 a.m. (London, England time) two
(2) Business Days before the beginning of such Interest Period by three (3)
or more major banks in the interbank eurodollar market selected by the
Administrative Agent for delivery on the first day of and for a period equal to
such Interest Period and in an amount equal or comparable to the principal
amount of the Eurodollar Loan scheduled to be made as part of such
Borrowing. 

       

      “LIBOR Index Rate” means, for
any Interest Period, the rate per annum (rounded upwards, if necessary, to the
next higher one hundred-thousandth of a percentage point) for deposits in U.S.
Dollars for a period equal to such Interest Period, which appears on the LIBOR01
Page as of 11:00 a.m. (London, England time) on the day 2 Business
Days before the commencement of such Interest Period. 

       

      “LIBOR01 Page” means the
display designated as “Reuters
Screen LIBOR01 Page” (or such other page as may replace the LIBOR01 Page
on that service or such other service as may be nominated by the British
Bankers’ Association as the information vendor for the purpose of displaying
British Bankers’ Association Interest Settlement Rates for U.S. Dollar
deposits).

       

      “Eurodollar Reserve
Percentage” means the maximum reserve percentage, expressed as a decimal,
at which reserves (including, without limitation, any emergency, marginal,
special, and supplemental reserves) are imposed by the Board of Governors of the
Federal Reserve System (or any successor) on “eurocurrency liabilities”,
as defined in such Board’s Regulation D (or any successor thereto), subject
to any amendments of such reserve requirement by such Board or its successor,
taking into account any transitional adjustments thereto.  For
purposes of this definition, the relevant Loans shall be deemed to be “eurocurrency liabilities” as
defined in Regulation D without benefit or credit for any prorations,
exemptions or offsets under Regulation D. The
Eurodollar Reserve Percentage shall be adjusted automatically on and as of the
effective date of any change in any such reserve percentage.

       

      “Eurodollar Margin” means
3.0% per annum.

       

      (c)     Rate
Determinations.  The Administrative Agent shall determine each
interest rate applicable to the Loans hereunder, and its determination thereof
shall be conclusive and binding except in the case of manifest
error.


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

       

      Section 2.2.       
Minimum Borrowing
Amounts.  Each Borrowing of Base Rate Loans shall be in an
amount not less than $300,000, or any larger amount that is an integral multiple
of $50,000.  Each Borrowing of Eurodollar Loans shall be in an amount
not less than $2,000,000, or any larger amount that is an integral multiple of
$250,000.

       

      Section 2.3.       
Borrowing
Procedures.  (a) Notice to the Administrative
Agent.  The Borrower shall give notice to the
Administrative Agent by no later than
12:00 noon (Chicago time):  (i) at least three
(3) Business Days before the date on which the Borrower requests the
Lenders to advance a Borrowing of Eurodollar Loans and (ii) on the date the
Borrower requests the Lenders to advance a Borrowing of Base Rate
Loans.  The Loans included in each Borrowing shall bear interest
initially at the type of rate specified in such notice of a new
Borrowing.  Thereafter, subject to the terms and conditions hereof,
the Borrower may from time to time elect to change or continue the type of
interest rate borne by each Borrowing or, subject to the minimum amount
requirement for each outstanding Borrowing set forth in Section 2.2 hereof,
a portion thereof, as follows:  (i) if such Borrowing is of
Eurodollar Loans, on the last day of the Interest Period applicable thereto, the
Borrower may continue part or all of such Borrowing as Eurodollar Loans or
convert part or all of such Borrowing into Base Rate Loans or (ii) if such
Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert
all or part of such Borrowing into Eurodollar Loans for an Interest Period or
Interest Periods specified by the Borrower.  The Borrower shall give
all such notices requesting the advance, continuation or conversion of a
Borrowing to the Administrative Agent by telephone,
telecopy, or other telecommunication device acceptable to the Administrative
Agent (which notice shall be irrevocable once given and, if by telephone, shall
be promptly confirmed in writing), substantially in the form attached hereto as
Exhibit A (Notice of Borrowing) or Exhibit B (Notice of
Continuation/Conversion), as applicable, or in such other form acceptable to the
Administrative Agent.  Notice
of the continuation of a Borrowing of Eurodollar Loans for an additional
Interest Period or of the conversion of part or all of a Borrowing of Base Rate
Loans into Eurodollar Loans must be given by no later than 12:00 noon
(Chicago time) at least three (3) Business Days before the date of the
requested continuation or conversion.  All such notices concerning the
advance, continuation or conversion of a Borrowing shall specify the date of the
requested advance, continuation or conversion of a Borrowing (which shall be a
Business Day), the amount of the requested Borrowing to be advanced, continued
or converted, the type of Loans to comprise such new, continued or converted
Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the
Interest Period applicable thereto.  No Borrowing of Eurodollar Loans
shall be advanced, continued, or created by conversion if any Default or Event
of Default then exists.  The Borrower agrees that the Administrative
Agent may rely on any such telephonic, telecopy or other telecommunication
notice given by any person the Administrative Agent in good faith believes is an
Authorized Representative without the necessity of independent investigation,
and in the event any such notice by telephone conflicts with any written
confirmation such telephonic notice shall govern if the Administrative Agent has
acted in reliance thereon.

       

      (b)     Notice to the
Lenders.  The Administrative Agent shall give prompt (but in
any event by 1:00 p.m. (Chicago time)) telephonic, telecopy or other
telecommunication notice to each of the Lenders of any borrowing request
received pursuant to Section 2.3(a) above and, if such notice requests the
Lenders to make Eurodollar Loans, the Administrative Agent shall give notice to
the Borrower and each of the Lenders by like means of the interest rate
applicable thereto (but, if such notice is given by telephone, the
Administrative Agent shall confirm such rate in writing) promptly after the
Administrative Agent has made such determination.

      

        
          
             


          

          
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      (c)     Borrower’s Failure to
Notify.  If the Borrower fails to give notice pursuant to
Section 2.3(a) above of the continuation or conversion of any outstanding
principal amount of a Borrowing of Eurodollar Loans before the last day of its
then current Interest Period within the period required by Section 2.3(a)
for a Borrowing of Eurodollar Loans or, whether or not such notice has been
given, a Default or Event of Default then exists and such Borrowing is not
prepaid, such Borrowing shall automatically be converted into a Borrowing of
Base Rate Loans.

       

      (d)     Disbursement of
Loans.  Not later than 2:00 p.m. (Chicago time) on the date of
any Borrowing of Loans, each Lender shall make available its Loan in funds
immediately available at the principal office of the Administrative Agent in
Chicago, Illinois (or at such other location as the Administrative Agent shall
designate), except to the extent such Borrowing is a continuation or conversion
of any outstanding principal amount of a Borrowing, in whole or in part, in
which case each Lender shall record on its books or records or on a schedule to
the appropriate Note such continuation or conversion. Subject to Section 7
hereof, the Administrative Agent shall make the proceeds of each new Borrowing
available to the Borrower at the Administrative Agent’s principal office in
Chicago, Illinois (or at such other location as the Administrative Agent shall
designate), by depositing or wire transferring such proceeds to the credit of
the Borrower’s Designated Disbursement Account or as the Borrower and the
Administrative Agent may otherwise agree.

       

      (e)     
Administrative Agent Reliance
on Lender Funding.  Unless the Administrative Agent shall have
been notified by a Lender prior to (or, in the case of a Borrowing of Base Rate
Loans, by 2:00 p.m. (Chicago time) on) the date on which such Lender is
scheduled to make payment to the Administrative Agent of the proceeds of a Loan
(which notice shall be effective upon receipt) that such Lender does not intend
to make such payment, the Administrative Agent may assume that such Lender has
made such payment when due and the Administrative Agent may in reliance upon
such assumption (but shall not be required to) make available to the Borrower
the proceeds of the Loan to be made by such Lender and, if any Lender has not in
fact made such payment to the Administrative Agent, such Lender shall, on
demand, pay to the Administrative Agent the amount made available to the
Borrower attributable to such Lender together with interest thereon in respect
of each day during the period commencing on the date such amount was made
available to the Borrower and ending on (but excluding) the date such Lender
pays such amount to the Administrative Agent at a rate per annum equal
to:  (i) from the date the related advance was made by the
Administrative Agent to the date two (2) Business Days after payment by
such Lender is due hereunder, the Federal Funds Rate for each such day and
(ii) from the date two (2) Business Days after the date such payment
is due from such Lender to the date such payment is made by such Lender, the
Base Rate in effect for each such day.  If such amount is not received
from such Lender by the Administrative Agent immediately upon demand, the
Borrower will, on demand, repay to the Administrative Agent the proceeds of the
Loan attributable to such Lender with interest thereon at a rate per annum equal
to the interest rate applicable to the relevant Loan, but without such payment
being considered a payment or prepayment of a Loan under Section 2.10
hereof so that the Borrower will have no liability under such Section with
respect to such payment.


      
        
           


        

        
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      Section 2.4.       
Interest
Periods.  As provided in Section 2.3 hereof, at the time
of each request for the Borrowing of Eurodollar Loans hereunder, the Borrower
shall select an Interest Period applicable to such Loans from among the
available options.  The term “Interest Period” means the
period commencing on the date a Borrowing of Eurodollar Loans is made and
ending, the date, as the Borrower may select, 1, 2, or 3 months thereafter;
provided, however,
that:

       

      (a)      
the Borrower may not select an Interest Period that extends beyond the
Termination Date;

       

      (b)      
whenever the last day of any Interest Period would otherwise be a day that is
not a Business Day, the last day of such Interest Period shall be extended to
the next succeeding Business Day, provided that if such
extension would cause the last day of such Interest Period to occur in the
following calendar month, the last day of such Interest Period shall be the
immediately preceding Business Day; and

       

      (c)      
for purposes of determining the Interest Period for a Borrowing of Eurodollar
Loans, a month means a period starting on one day in a calendar month and ending
on the numerically corresponding day in the next calendar month; provided, however, that if
there is no numerically corresponding day in the month in which such an Interest
Period is to end or if such an Interest Period begins on the last Business Day
of a calendar month, then such Interest Period shall end on the last Business
Day of the calendar month in which such Interest Period is to end.

       

      Section 2.5.       
Maturity of
Loans.  Each Loan, both for principal and interest not sooner
paid, shall mature and become due and payable by the Borrower on the Termination
Date.

       

      Section 2.6.       
Prepayments.  (a)  Voluntary.  The
Borrower shall have the privilege of prepaying without premium or penalty and in
whole or in part (but, if in part, then:  (i) in an amount not less
than $100,000 in the case of Base Rate Loans, and in an amount not less than
$500,000 in the case of Eurodollar Loans and (ii) in an amount such that the
minimum amount required for a Borrowing pursuant to Section 2.2 hereof
remains outstanding) any Borrowing of Loans at any time on any Business Day upon
prior notice to the Administrative Agent (which shall advise each Lender thereof
promptly thereafter) by no later than 12:00 noon (Chicago time) (x) on the
date three (3) Business Days prior to the date of each prepayment of a
Eurodollar Loan and (y) on the date of each prepayment of a Base Rate Loan (or,
in any case, such shorter period of time then agreed to by the Administrative
Agent), such prepayment to be made by the payment of the principal amount to be
prepaid and, in the case of Eurodollar Loans, accrued interest thereon to the
date fixed for prepayment plus any compensation required by Section 2.10
hereof.

       

      (b)     Mandatory.  (i)
Concurrently with each reduction of the Commitments (whether voluntarily
pursuant to Section 2.9 or otherwise), the Borrower shall prepay the Loans
by the amount, if any, necessary so that the aggregate outstanding principal
balance of the Loans shall not exceed the Commitments as so reduced, each such
prepayment to be made by the payment of the principal amount to be prepaid, and,
in the case of Eurodollar Loans, accrued interest thereon to the date fixed for
prepayment plus any compensation required by Section 2.10
hereof.


      
        
           


        

        
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      (ii)     The
Borrower covenants and agrees that in the event that the outstanding principal
amount of the Loans shall at any time and for any reason exceed the Available
Borrowing Base as then determined and computed, the Borrower shall immediately
upon the demand of the Administrative Agent or the Required Lenders pay over the
amount of the excess to the Administrative Agent for the account of the Lenders
as and for a mandatory prepayment on the Loans and, in the case of prepayment of
the Eurodollar Loans, accrued interest thereon to the date fixed for prepayment
plus any compensation required by Section 2.10 hereof.

       

      (c)     Reborrowings.  Any
amount paid or prepaid on the Loans on or before the Termination Date may,
subject to the terms and conditions of this Agreement, be borrowed, repaid and
borrowed again.

       

      Section 2.7.       
Default
Rate.  Notwithstanding anything to the contrary contained
herein, while any Event of Default exists or after acceleration, the Borrower
shall pay interest (after as well as before entry of judgment thereon to the
extent permitted by law) on the principal amount of all Loans at a rate per
annum equal to:

       

      (a) with
respect to any Base Rate Loan, the sum of two percent (2%) plus the Base Rate from time
to time in effect; and

       

      (b) with
respect to any Eurodollar Loan, the sum of two percent (2%) plus the rate of interest in
effect thereon at the time of such default until the end of the Interest Period
applicable thereto and, thereafter, at a rate per annum equal to the sum of two
percent (2%) plus the
Base Rate from time to time in effect;

       

       provided, however, that
in the absence of acceleration, any adjustments pursuant to this Section shall
be made at the election of the Administrative Agent, acting at the request or
with the consent of the Required Lenders, with written notice to the
Borrower.  While any Event of Default exists or after acceleration,
interest shall be paid on demand of the Administrative Agent at the request or
with the consent of the Required Lenders.

       

      Section 2.8.       
Evidence of
Indebtedness.  (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

       

      (b)     The
Administrative Agent shall also maintain accounts in which it will record
(i) the amount of each Loan made hereunder, the type thereof and the
Interest Period with respect thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Lender’s share
thereof.

       

      (c)     The
entries maintained in the accounts maintained pursuant to paragraphs (a)
and (b) above shall be prima
facie evidence of the existence and amounts of the Obligations therein
recorded; provided, however,
that the failure of the Administrative Agent or any Lender to maintain
such accounts or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Obligations in accordance with their
terms.


      
        
           


        

        
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      (d)     Any
Lender may request that its Loans be evidenced by a promissory note or notes in
the forms of Exhibit C (collectively the “Notes” and individually as a
“Note”).  In
such event, the Borrower shall prepare, execute and deliver to such Lender a
Note payable to such Lender or its registered assigns in the amount of the
relevant Commitment.  Thereafter, the Loans evidenced by such Note or
Notes and interest thereon shall at all times (including after any assignment
pursuant to Section 12.10) be represented by one or more Notes payable to
the order of the payee named therein or any assignee pursuant to
Section 12.10, except to the extent that any such Lender or assignee
subsequently returns any such Note for cancellation and requests that such Loans
once again be evidenced as described in subsections (a) and (b)
above.

       

      Section 2.9.       
Commitment
Terminations.  (a) The Borrower shall have the right at
any time and from time to time, upon five (5) Business Days’ prior written
notice to the Administrative Agent (or such shorter period of time then agreed
to by the Administrative Agent) to terminate without premium or penalty, in
whole or in part, the Commitments, any partial termination to be in an amount
not less than $2,000,000 or any larger amount that is an integral multiple of
$1,000,000, and to reduce ratably the respective Commitments of each Lender;
provided
that  the Commitments may not be reduced to an amount less than
the aggregate principal amount of Loans then outstanding.

       

      (b)     Upon
the Administrative Agent’s receipt of the proceeds of any sale or disposition of
the Collateral, or any part thereof, applied to the Obligations pursuant to
Section 10.4(c) of the Company Security Agreement or Section 10.4(c) of the
Subsidiary Security Agreement, the Commitments shall automatically and without
notice be ratably reduced (based on the Commitment of each Lender) by the amount
of such proceeds.

       

      (c)     Any
termination of Commitments pursuant to this Section 2.9 may not be
reinstated.

       

      Section 2.10.    
Funding
Indemnity.  In the event any Lender shall incur any loss, cost
or expense (including, without limitation, any loss of profit, and any loss,
cost or expense incurred by reason of the liquidation or re-employment of
deposits or other funds acquired by such Lender to fund or maintain any
Eurodollar Loan or the relending or reinvesting of such deposits or amounts paid
or prepaid to such Lender) as a result of:

       

      (a)       any
payment or prepayment of a Eurodollar Loan on a date other than the last day of
its Interest Period,

       

      (b)       any
failure (because of a failure to meet the conditions of Section 7 or
otherwise) by the Borrower to borrow a Eurodollar Loan on the date specified in
a notice given pursuant to Section 2.3 hereof,

       

      (c)       any
failure by the Borrower to make any payment of principal on any Eurodollar Loan
when due (whether by acceleration or otherwise), or


      
        
           


        

        
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      (d)       any
acceleration of the maturity of a Eurodollar Loan as a result of the occurrence
of any Event of Default hereunder,

       

      then,
upon the demand of such Lender, the Borrower shall pay to such Lender such
amount as will reimburse such Lender for such loss, cost or
expense.  If any Lender makes such a claim for compensation, it shall
provide to the Borrower, with a copy to the Administrative Agent, a certificate
executed by an officer of such Lender setting forth the amount of such loss,
cost or expense in reasonable detail (including an explanation of the basis for
and the computation of such loss, cost or expense) and the amounts shown on such
certificate shall be conclusive absent manifest error.

       

      Section 2.11.    
Substitution of
Lenders.  In the event (a) the Borrower receives a claim
from any Lender for compensation under Section 10.3 or 12.1 hereof,
(b) the Borrower receives notice from any Lender of any illegality pursuant
to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or
such Lender is a Subsidiary or Affiliate of a Person who has been deemed
insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a
receiver or conservator has been appointed for any such Person, or (d) a
Lender fails to consent to an amendment or waiver requested under
Section 12.11 hereof at a time when the Required Lenders have approved such
amendment or waiver (any such Lender referred to in clause (a), (b), (c),
or (d) above being hereinafter referred to as an “Affected Lender”), the
Borrower may, in addition to any other rights the Borrower may have hereunder or
under applicable law, require, at its expense, any such Affected Lender to
assign, at par, without recourse, all of its interest, rights, and obligations
hereunder (including all of its Commitments and the Loans and other amounts at
any time owing to it hereunder and the other Loan Documents) to an Eligible
Assignee specified by the Borrower, provided that (i) such
assignment shall not conflict with or violate any law, rule or regulation or
order of any court or other governmental authority, (ii) the Borrower shall
have paid to the Affected Lender all monies (together with amounts due such
Affected Lender under Section 2.10 hereof as if the Loans owing to it were
prepaid rather than assigned) other than such principal owing to it hereunder,
and (iii) the assignment is entered into in accordance with, and subject to
the consents required by, Section 12.10 hereof (provided any assignment
fees and reimbursable expenses due thereunder shall be paid by the
Borrower).  

       

      Section 2.12.    
Defaulting
Lenders. Anything contained herein to the contrary notwithstanding, in
the event that any Lender at any time is a Defaulting Lender, then
(a) during any Defaulting Lender Period with respect to such Defaulting
Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of
voting on any matters (including the granting of any consents or waivers) with
respect to any of the Loan Documents and such Defaulting Lender’s Commitments
shall be excluded for purposes of determining “Required Lenders” (provided
that the foregoing shall not permit an increase in such Lender’s Commitments or
an extension of the maturity date of such Lender’s Loans or other Obligations or
a reduction of principal, interest, or fees due such Lender without such
Lender’s consent); (b) to the extent permitted by applicable law, until such
time as the Defaulting Lender Excess with respect to such Defaulting Lender
shall have been reduced to zero, any voluntary prepayment of the Loans shall, if
the Administrative Agent so directs at the time of making such voluntary
prepayment, be applied to the Loans of other Lenders as if such Defaulting
Lender had no Loans outstanding; (c) such Defaulting Lender’s Commitments
and outstanding Loans shall be excluded for purposes of calculating any
commitment fee payable to Lenders pursuant to Section 3.1 in respect of any
day during any Defaulting Lender Period with respect to such Defaulting Lender,
and such Defaulting Lender shall not be entitled to receive any fee pursuant to
Section 3.1 with respect to such Defaulting Lender’s Commitment in respect
of any Defaulting Lender Period with respect to such Defaulting Lender; and
(d) the utilization of Commitments as at any date of determination shall be
calculated as if such Defaulting Lender had funded all Loans of such Defaulting
Lender.  No Commitment of any Lender shall be increased or otherwise
affected, and, except as otherwise expressly provided in this Section,
performance by the Borrower of its obligations hereunder and the other Loan
Documents shall not be excused or otherwise modified as a result of the
operation of this Section.  The rights and remedies against a
Defaulting Lender under this Section are in addition to other rights and
remedies which the Borrower may have against such Defaulting Lender and which
the Administrative Agent or any Lender may have against such Defaulting
Lender.


      
        
           


        

        
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        Section 3.           
Fees, Extensions and Applications.

      

       

      Section 3.1.       
Commitment
Fee.  The Borrower shall pay to the Administrative Agent for
the ratable account of the Lenders a commitment fee at the rate of three-eighths
of one percent (3/8 of 1%) per annum (computed on the basis of a year of 360
days and the actual number of days elapsed) on the average daily unused portion
of the maximum amount of the Commitments hereunder.  Such commitment fee is
payable in arrears on the last day of each March, June, September and December
in each year (commencing on the first such date occurring after the date hereof)
and on the Termination Date, unless the Commitments are terminated in whole on
an earlier date, in which event the fees for the period to the date of such
termination in whole shall be paid on the date of such termination.

       

      Section 3.2.       
Audit
Fees.  The Borrower shall pay to the Administrative Agent for
its own use and benefit charges for audits of the Collateral performed by the
Administrative Agent or its agents or representatives in such amounts as the
Administrative Agent may from time to time request (the Administrative Agent
acknowledging and agreeing that such charges shall be computed in the same
manner as it at the time customarily uses for the assessment of charges for
similar collateral audits); provided, however, that in
the absence of any Default and Event of Default, the Borrower shall not be
required to pay the Administrative Agent for more than one (1) such audit per
calendar year.

       

      Section 3.3.       
Administrative Agent’s
Fees.  The Borrower shall pay to the Administrative Agent for
its own account an administrative agent’s fee as mutually agreed upon by the
Borrower and the Administrative Agent. 


      
        
           


        

        
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      Section 3.4.       
Place and Application
of Payments.  All payments of principal of and interest on the
Loans and all payments of fees and all other amounts payable under this
Agreement shall be made to the Administrative Agent by no later than 2:00 p.m.
(Chicago time) at the principal office of the Administrative Agent in Chicago,
Illinois (or such other location in the State of Illinois as the Administrative
Agent may designate to the Borrower) for the benefit of the
Lenders.  Any payments received after such time shall be deemed
received by the Administrative Agent on the next Business Day.  All
such payments shall be made in lawful money of the United States of America, in
immediately available funds at the place of payment, without set-off or
counterclaim.  The Administrative Agent will promptly thereafter cause
to be distributed like funds relating to the payment of principal or interest on
Loans or fees ratably to the Lenders and like funds relating to the payment of
any other amount payable to any Lender to such Lender, in each case to be
applied in accordance with the terms of this Agreement.  If the
Administrative Agent causes amounts to be distributed to the Lenders in reliance
upon the assumption that the Borrower will make a scheduled payment and such
scheduled payment is not so made, each Lender shall, on demand, repay to the
Administrative Agent the amount distributed to such Lender together with
interest thereon in respect of each day during the period commencing on the date
such amount was distributed to such Lender and ending on (but excluding) the
date such Lender repays such amount to the Administrative Agent, at a rate per
annum equal to:  (i) from the date the distribution was made to
the date two (2) Business Days after payment by such Lender is due
hereunder, the Federal Funds Rate for each such day and (ii) from the date
two (2) Business Days after the date such payment is due from such Lender
to the date such payment is made by such Lender, the Base Rate in effect for
each such day.

       

      Anything
contained herein to the contrary notwithstanding, all payments and collections
received in respect of the Obligations and all proceeds of the Collateral and
payments or collections on any guaranties received, in each instance, by the
Administrative Agent or any of the Lenders after acceleration or the final
maturity of the Obligations or termination of the Commitments as a result of an
Event of Default shall be remitted to the Administrative Agent and distributed
as follows:

       

      (a)       first,
to the payment of any outstanding costs and expenses incurred by the Collateral
Agent or the Administrative Agent in monitoring, verifying, protecting,
preserving or enforcing the Liens on the Collateral or in protecting, preserving
or enforcing rights under this Agreement or any other Loan Document, and in any
event including all costs and expenses of a character which the Borrower has
agreed to pay to the Administrative Agent and the Collateral Agent under
Sections 9.5 and 12.15 hereof (such funds to be retained by the
Administrative Agent or the Collateral Agent, as the case may be for its own
account unless it has previously been reimbursed for such costs and expenses by
the Lenders, in which event such amounts shall be remitted to the Lenders to
reimburse them for payments therefor made to the Administrative Agent or the
Collateral Agent);

       

      (b)       second,
to the payment of any outstanding interest or fees or other amounts due under
this Agreement other than for principal, ratably as among the Administrative
Agent and the Lenders in accord with the amount of such interest, fees or other
amounts owing each;

       

      (c)       third,
to the payment of the principal of the Loans, pro rata as among the Lenders in
accord with the then respective unpaid principal balances thereof;

       

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


      
        
           


        

        
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      (e)       fifth,
to the Borrower or whoever else may be lawfully entitled thereto.

       

      Section 3.5.       
Account
Debit.  The Borrower hereby irrevocably authorizes the
Administrative Agent to charge any of the Borrower’s deposit accounts maintained
with the Administrative Agent for the amounts from time to time necessary to pay
any then due Obligations; provided that the Borrower
acknowledges and agrees that the Administrative Agent shall not be under an
obligation to do so and the Administrative Agent shall not incur any liability
to the Borrower or any other Person for the Administrative Agent’s failure to do
so. 

       

      
        Section 4.           
The Collateral and Guaranties.

      

       

      Section 4.1.       
The Collateral.
The Obligations shall be secured by valid and perfected first priority Liens on
Property of the Borrower and each of Restricted Subsidiary (other than the
Insurance Subsidiary) described in, and pursuant to the terms of, the Company
Security Agreement and the Subsidiary Security Agreement in favor of the
Collateral Agent for the benefit of the Administrative Agent and the
Lenders.  The Borrower covenants and agrees that it will, and will
cause each of such Restricted Subsidiaries to, comply with all terms and
conditions of each of the Collateral Documents and that it will, and will cause
each of its Restricted Subsidiaries to, at any time and from time to time, at
the request of the Administrative Agent or the Required Lenders, execute and
deliver such instruments and documents and do such acts and things as the
Administrative Agent or the Required Lenders may reasonably request in order to
provide for or protect or perfect the Lien of the Collateral Agent in the
Collateral.

       

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

       

      Section 4.3.       
Further
Assurances.  The Borrower agrees that it shall, and shall cause
each Restricted Subsidiaries (other than the Insurance Subsidiary) to, from time
to time at the request of the Administrative Agent or the Collateral Agent,
execute and deliver such documents and do such acts and things as the
Administrative Agent or the Collateral Agent may reasonably request in order to
provide for or perfect or protect such Liens on the Collateral.  In
the event the Borrower or any Restricted Subsidiary (other than the Insurance
Subsidiary) forms or acquires any other Subsidiary after the date hereof, except
as otherwise provided in Sections 4.1 and 4.2 above, the Borrower shall
promptly upon such formation or acquisition cause such newly formed or acquired
Subsidiary to execute a joinder to the Subsidiary Guaranty Agreement and such
Collateral Documents as the Administrative Agent may then require, and the
Borrower shall also deliver to the Administrative Agent and the Collateral
Agent, or cause such Subsidiary to deliver to the Administrative Agent and the
Collateral Agent, at the Borrower’s cost and expense, such other instruments,
documents, certificates, and opinions reasonably required by the Administrative
Agent or the Collateral Agent in connection therewith.


      
        
           


        

        
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        Section 5.           
Definitions; Interpretation.

      

       

      Section 5.1.       
Definitions.  The
following terms when used herein have the following meanings:

       

      “Adjusted LIBOR” is defined
in Section 2.1(b) hereof.

       

      “Administrative Agent” means
Bank of Montreal, in is capacity as Administrative Agent hereunder, and any
successor in such capacity pursuant to Section 11.8 hereof. 

       

       “Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the
Administrative Agent.

       

      “Affiliate” shall mean any
Person (i) which directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, the Borrower,
(ii) which beneficially owns or holds 5% or more of any class of the Voting
Stock (determined by number of shares or by number of votes) of the Borrower or
(iii) 5% or more of the Voting Stock (determined by number of shares or by
number of votes) (or in the case of a Person which is not a corporation, 5% or
more of the equity interest) of which is beneficially owned or held by the
Borrower or a Subsidiary.  The term “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of Voting
Stock, by contract or otherwise.

       

      “Agreement” means this
Amended and Restated Credit Agreement, as the same may be amended, modified,
restated or supplemented from time to time pursuant to the terms
hereof.

       

      “Approved Fund” means any
Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages
a Lender.

       

      “Assignment and Acceptance”
means an assignment and acceptance entered into by a Lender and an Eligible
Assignee (with the consent of any party whose consent is required by
Section 12.10 hereof), and accepted by the Administrative Agent, in
substantially the form of Exhibit G or any other form approved by the
Administrative Agent.

       

      “Available Borrowing Base”
means, as of any time it is to be determined, the difference between
(a) the Borrowing Base and (b) the sum (without duplication) of
(i) all Hedging Liability then outstanding, (ii) the outstanding
principal balance of the Second Lien Subordinated Debt, (iii) the
outstanding principal balance of the Senior Subordinated Convertible Notes (net
of any repayments or repurchases then being made to the extent permitted by the
Credit Agreement), (iv) prior to the Grant Date as set forth is the
Subordinated Credit Agreement relating to the Second Lien Subordinated Debt, all
other unsecured on-balance sheet Indebtedness of the Borrower and its direct and
indirect Subsidiaries (including accrued liabilities and taxes) as reflected on
the Borrower’s most recent financial statements delivered pursuant to
Section 8.20 hereof, and (v) all Mark-to-Market Hedging Liability not
included in clause (b)(i) above.


      
        
           


        

        
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      “Base Rate” is defined in
Section 2.1(a) hereof.

       

      “Base Rate Loan” means a Loan
bearing interest at the rate specified in Section 2.1(a)
hereof.

       

      “Borrower” means World
Acceptance Corporation, a South Carolina corporation.

       

      “Borrowing” means the total
of Loans of a single type made by one or more Lenders to the Borrower on a
single date and, with respect to Eurodollar Loans, for a single Interest
Period.  Borrowings of Loans are made ratably from each of the Lenders
according to their Commitments.  A Borrowing is “advanced” on the day Lenders
advance funds comprising such Borrowing to the Borrower, is “continued” on the date a new
Interest Period for the same type of Loans commences for such Borrowing, and is
“converted” when such
Borrowing is changed from one type of Loans to the other, all as determined in
accordance with this Agreement.

       

      “Borrowing Base” means, as of
any time it is to be determined, the product of 85% multiplied by the remainder
of (x) the then outstanding unpaid amount of Eligible Finance Receivables minus (y) all unearned
finance charges and unearned insurance premiums and insurance commissions
applicable to such Eligible Finance Receivables.

       

      “Business Day” means any day
other than a Saturday or Sunday on which banks are not authorized or required to
close in Chicago, Illinois and, if the applicable Business Day relates to the
borrowing or payment of a Eurodollar Loan, on which banks are dealing in United
States Dollar deposits in the interbank market in London, England and Nassau,
Bahamas.

       

      “Capitalized Lease” means any
lease obligation for Rentals with respect to which is required to be capitalized
on the balance sheet of the lessee in accordance with GAAP.

       

      “Capitalized Rentals” of any
Person means, as of the date of any determination thereof, the amount at which
the aggregate Rentals due and to become due under all Capitalized Leases under
which such Person is a lessee would be required to be reflected under GAAP as a
liability on the balance sheet of such Person.

       

      “Change of Control” means any
of (a) the acquisition by any “person” or “group” (as such terms are
used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) at any time of beneficial ownership of 40% or more of the outstanding
capital stock or other equity interests of the Borrower on a fully-diluted
basis, (b) the failure of individuals who are members of the board of
directors (or similar governing body) of the Borrower on the Effective Date
(together with any new or replacement directors whose initial nomination for
election was approved by a majority of the directors who were either directors
on the Effective Date or previously so approved) to constitute a majority of the
board of directors (or similar governing body) of the Borrower, shall occur, or
(c) any “Change of Control” (or words of like import), as defined in any
agreement or indenture relating to any issue of Indebtedness for Borrowed Money
of the Borrower or any Subsidiary aggregating $1,000,000 shall occur.



      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      

       

      “Code” means the Internal
Revenue Code of 1986, as amended and any successor statute thereto.

       

      “Collateral” means all
properties, rights, interests and privileges from time to time subject to the
Liens granted to the Collateral Agent for the benefit of the Administrative
Agent and the Lenders pursuant to the Collateral Documents.

       

      “Collateral Agent” means
Harris N.A., and its successors and assigns under the Company Security
Agreement, the Subsidiary Guaranty Agreement, and the Subsidiary Security
Agreement.

       

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

       

      “Commitment" means, as to any
Lender, the obligation of such Lender to make Loans under the Revolving Credit
in an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on Schedule 1.1 attached
hereto and made a part hereof, as such Commitments may be reduced or modified at
any time or from time to time pursuant to the terms hereof (including, without
limitation, Section 2.9 hereof).  The Borrower and the Lenders
acknowledge and agree that the Commitments of the Lenders aggregate $225,000,000
on the Effective Date.  

       

      “Company Security Agreement”
means that certain Amended and Restated Security Agreement, Pledge and Indenture
of Trust dated as of the Effective Date, between the Borrower and the Collateral
Agent, as the same may from time to time be amended, modified, or further
restated, together with any supplements thereto delivered pursuant to the terms
thereof.

       

      “Consolidated Adjusted Net Worth”
at any date means:

       

      (a)       as
to any corporation, the amount of capital stock liability plus (or minus in the
case of a deficit) the capital surplus and earned surplus of the Borrower and
its Restricted Subsidiaries on a consolidated basis, and as to any partnership
or limited liability company, the capital account of the Borrower and its
Restricted Subsidiaries on a consolidated basis; less (without
duplication)

       

      (b)       the
net book value, after deducting any reserves applicable thereto, of all items of
the following character which are included in the assets of the Borrower and its
Restricted Subsidiaries, to wit:

       

      (i)         
all real property, fixed assets, unamortized leasehold improvements and
furniture, fixtures and equipment other than property held for immediate sale,
lease or other liquidation which has been held by the Borrower or a Restricted
Subsidiary for less than 90 days;


      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      

       

        
(ii)        all deferred charges (other
than deferred Federal income taxes and deferred investment tax credits) and
prepaid expenses other than prepaid interest, prepaid taxes and prepaid
insurance premiums;

       

       
(iii)        treasury stock;

       

       
(iv)       unamortized debt discount and
capitalized expense and unamortized stock discount and capitalized
expense;

       

        
(v)       good will, organizational or
experimental expense, patents, trademarks, copyrights, trade names and other
intangibles;

       

       
(vi)       Minority Interests;

       

       (vii)       “direct
loan origination costs” as set forth in FASB 91;

       

      (viii)     
all Restricted Investments and all Investments in Unrestricted
Subsidiaries;

       

       
(ix)       the excess, if any, of
(A) net charge-offs of the Borrower and its Restricted Subsidiaries over
the twelve-month period ending with such date over (B) reserves for credit
losses of the Borrower and its Restricted Subsidiaries as at such date;
and

       

         
(x)      any surplus resulting from any write-up
in the book value of assets of the Borrower or any Restricted Subsidiary
subsequent to March 31, 2010.

       

      “Consolidated Adjusted Net
Income” for any period Consolidated Net Income, but excluding in any
event:

       

      (a)       
any gains or losses on the sale or other disposition of investments or fixed or
capital assets, and any taxes on such excluded gains and any tax deductions or
credits on account of any such excluded losses;

       

      (b)       
the proceeds of any life insurance policy;

       

      (c)       
net earnings and losses of any Restricted Subsidiary accrued prior to the date
it became a Restricted Subsidiary;

       

      (d)       
net earnings and losses of any Person (other than a Restricted Subsidiary),
substantially all the assets of which have been acquired in any manner, realized
by such other Person prior to the date of such acquisition;

       

      (e)       
net earnings and losses of any Person (other than a Restricted Subsidiary) with
which the Borrower or a Restricted Subsidiary shall have consolidated or which
shall have merged into or with the Borrower or a Restricted Subsidiary prior to
the date of such consolidation or merger;


      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      

       

      (f)       
net earnings of any Unrestricted Subsidiary or other business entity (other than
a Restricted Subsidiary) in which the Borrower or any Restricted Subsidiary has
an ownership interest unless such net earnings shall have actually been received
by the Borrower or such Restricted Subsidiary in the form of cash
distributions;

       

      (g)      
any portion of the net earnings of any Restricted Subsidiary (other than the
Insurance Subsidiary) which for any reason is unavailable for payment of
dividends to the Borrower or any other Restricted Subsidiary;

       

      (h)      
earnings resulting from any reappraisal, revaluation or write-up of
assets;

       

      (i)       
any deferred or other credit representing any excess of the equity in any
Subsidiary at the date of acquisition thereof over the amount invested in such
Subsidiary;

       

      (j)      
any gain arising from the acquisition of any Securities of the Borrower or any
Restricted Subsidiary;

       

      (k)     
any reversal of any contingency reserve, except to the extent that provision for
such contingency reserve shall have been made from income arising during such
period; and

       

      (l)       
any portion of the net earnings of the Insurance Subsidiary in excess of
$500,000 (on a cumulative basis) which has not actually been distributed to the
Borrower in the form of cash.

       

      “Consolidated Net Income” for
any period means the gross revenues of the Borrower and its Restricted
Subsidiaries for such period less all expenses and other proper charges
(including taxes on income), determined on a consolidated basis in accordance
with GAAP consistently applied and after eliminating earnings or losses
attributable to outstanding Minority Interests.

       

      “Consolidated Net Worth”
means, as of the date of any determination thereof, the total assets of the
Borrower and its Restricted Subsidiaries less the total liabilities of the
Borrower and its Restricted Subsidiaries determined in accordance with GAAP, it
being understood and agreed that foregoing shall be determined exclusive of
interests in Unrestricted Subsidiaries.

       

      “Consolidated Tangible Net
Worth” means, as of the date of any determination thereof, Consolidated
Net Worth less intangible assets of the Borrower and its Restricted Subsidiaries
determined in accordance with GAAP, it being understood and agreed that
foregoing shall be determined exclusive of interests in Unrestricted
Subsidiaries.

       

      “Controlled Group” means all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414 of the Code or
Section 4001 of ERISA.


      
        
           


        

        
          -17-

          
            

          

        

        
           


        

      

       

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

       

      “Defaulting Lender” means any
Lender that (a) has failed to fund any portion of the Loans required to be
funded by it hereunder (herein, a “Defaulted Loan”) within
two (2) Business Days of the date required to be funded by it hereunder
unless such failure has been cured, (b) has otherwise failed to pay over to
the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within two (2) Business Days of the date when due,
unless the subject of a good faith dispute or unless such failure has been
cured, or (c) has been deemed insolvent or become the subject of a
bankruptcy or insolvency proceeding or a receiver or conservator has been
appointed for such Lender.

       

      “Defaulting Lender Excess”
means, with respect to any Defaulting Lender, the excess, if any, of such
Defaulting Lender’s Percentage of the aggregate outstanding principal amount of
Loans of all Lenders (calculated as if all Defaulting Lenders other than such
Defaulting Lender had funded all of their respective Defaulted Loans) over the
aggregate outstanding principal amount of all Loans of such Defaulting
Lender.

       

      “Defaulting Lender Period”
means, with respect to any Defaulting Lender, the period commencing on the date
upon which such Lender first became a Defaulting Lender and ending on the
earliest of the following dates:  (i) the date on which all
Commitments are cancelled or terminated and/or the Obligations are declared or
become immediately due and payable and (ii) the date on which (a) such
Defaulting Lender is no longer insolvent, the subject of a bankruptcy or
insolvency proceeding or, if applicable, under the direction of a receiver or
conservator, (b) the Defaulting Lender Excess with respect to such
Defaulting Lender shall have been reduced to zero (whether by the funding by
such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or
otherwise), and (c) such Defaulting Lender shall have delivered to Borrower
and the Administrative Agent a written reaffirmation of its intention to honor
its obligations hereunder with respect to its Commitments.

       

      “Designated Disbursement
Account” means the account of the Borrower maintained with the
Administrative Agent or its Affiliate and designated in writing to the
Administrative Agent as the Borrower’s Designated Disbursement Account (or such
other account as the Borrower and the Administrative Agent may otherwise
agree).

       

      “EBIT” for any period means
the sum of (a) Consolidated Adjusted Net Income during such period plus (to the
extent deducted in determining Consolidated Adjusted Net Income), (b) all
provisions for any Federal, state or other income taxes made by the Borrower and
its Restricted Subsidiaries during such period, and (c) all Interest Charges on
all Indebtedness (including the interest component of Capitalized Rentals) of
the Borrower and its Restricted Subsidiaries.


      
        
           


        

        
          -18-

          
            

          

        

        
           


        

      

       

      “Eligible Assignee” means
(a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund,
and (d) any other Person (other than a natural person) approved by
(i) the Administrative Agent and (ii) unless an Event of Default has
occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld, conditioned, or delayed); provided that notwithstanding
the foregoing, “Eligible Assignee” shall not include the Borrower or any of the
Borrower’s Affiliates or Subsidiaries.

       

      “Eligible Finance
Receivables” means and includes each Finance Receivable of the Borrower
or any Restricted Subsidiary (excluding any Insurance Subsidiary)
that:

       

      (a)       
is a loan originated in the United States of America payable in
U.S. dollars and is the valid, binding and legally enforceable obligation
of the debtor obligated thereon and such debtor is not (i) an Affiliate of the
Borrower or of any Restricted Subsidiary, (ii) a shareholder, director, officer
or employee of the Borrower or of any Restricted Subsidiary or of any Affiliate
of the Borrower or any Restricted Subsidiary, (iii) the United States of America
or any department, agency or instrumentality thereof unless the Borrower or such
Restricted Subsidiary has complied with the Assignment of Claims Act to the
satisfaction of the Administrative Agent, (iv) a debtor under any proceeding
under the United States Bankruptcy Code or any other comparable bankruptcy or
insolvency law applicable under the law of any other country or political
subdivision thereof, or (v) an assignor for the benefit of
creditors;

       

      (b)       
is assignable and not evidenced by an instrument or chattel paper unless the
same has been endorsed and delivered to the Collateral Agent (except that, until
a Default or Event of Default has occurred and is continuing and thereafter
until otherwise notified by the Collateral Agent pursuant to the Company
Security Agreement or the Subsidiary Security Agreement, as appropriate, the
same shall not be required to be delivered to the Collateral Agent if a legend
shall have been placed thereon in accordance with the Company Security Agreement
or the Subsidiary Security Agreement, as appropriate);

       

      (c)       
is subject to a perfected, first priority Lien pursuant to the Company Security
Agreement or the Subsidiary Security Agreement, as appropriate, in favor of the
Collateral Agent for the benefit of the Lenders, and is free and clear of any
other Lien other than Liens permitted under Sections 8.11(e), 8.11(g) and
Section 8.11(i) of this Agreement which are each subordinate to the Liens
in favor of the Administrative Agent;

       

      (d)       
is net of any credit or allowance given by the Borrower or such Restricted
Subsidiary to such account debtor;

       

      (e)       
is not subject to any offset, counterclaim or other defense with respect
thereto;

       

      (f)       
is not owed by an account debtor who is obligated on accounts owed to the
Borrower or such Restricted Subsidiary any portion of which is unpaid 60 days or
more after the contractual due date (which must be issued in accordance with the
Borrower’s or such Restricted Subsidiary’s business practices in effect as of
the date hereof) unless the Administrative Agent has approved the continued
eligibility thereof; and


      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      

       

      (g)       
is subject to loan and security documentation which complies in all respects
with all applicable federal, state and local laws, rules and
regulations.

       

      “Environmental Legal
Requirement” means any international, Federal, state or local statute,
law, regulation, order, consent decree, judgment, permit, license, code,
covenant, deed restriction, common law, treaty, convention, ordinance or other
requirement relating to public health, safety or the environment, including
without limitation, those relating to releases, discharges or emissions to air,
water, land or ground water, to the withdrawal or use of groundwater, to the use
and handling of polychlorinated biphenyls or asbestos, to the disposal,
treatment, storage or management of hazardous or solid waste, or Hazardous
Substances or crude oil, or any fraction thereof, or to exposure to toxic or
hazardous materials, to the handling, transportation, discharge or release of
gaseous or liquid Hazardous Substances and any regulation, order, notice or
demand issued pursuant to such law, statute or ordinance, in each case
applicable to the property of the Borrower or any of its Subsidiaries or the
operation, construction or modification of any thereof, including, without
limitation, the following:  the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste
Amendments of 1984, the Hazardous Materials Transportation Act, as amended, the
Federal Water Pollution Control Act, as amended by the Clean Water Act of 1976,
the Safe Drinking Water Control Act, the Clean Air Act of 1966, as amended, the
Toxic Substances Control Act of 1976, the Occupational Safety and Health Act of
1977, as amended, the Emergency Planning and Community Right-to-Know Act of
1986, the National Environmental Policy Act of 1975 and the Oil Pollution Act of
1990 and any similar or implementing state law, and any state statute and any
further amendments to these laws, providing for financial responsibility for
cleanup or other actions with respect to the release or threatened release of
Hazardous Substances or crude oil, or any fraction thereof and all rules,
regulations, guidance documents and publication promulgated
thereunder.

       

      “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, and any successor
statute.  

       

      “Eurodollar Loan” means a
Loan bearing interest at the rate specified in Section 2.1(b)
hereof.

       

      “Eurodollar Margin” is
defined in Section 2.1(b) hereof.

       

      “Eurodollar Reserve
Percentage” is defined in Section 2.1(b) hereof.

       

      “Event of Default” means any
of the events or circumstances specified in Section 9.1
hereof.


      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      

       

      “Excess Borrowing
Availability” means, at any time the same is to be determined, the lesser
of (i) the sum of the unused outstanding Commitments hereunder and the
unused outstanding commitments with respect to the Second Lien Subordinated Debt
and (ii) the Available Borrowing Base at such time.

       

      “Federal Funds Rate” means
the fluctuating interest rate per annum described in part (i) of clause (b) of
the definition of Base Rate appearing in Section 2.1(a) hereof.

       

      “Finance Receivable” means
each Receivable of the Borrower or any Restricted Subsidiary that arises in the
ordinary course of its finance company business and represents amounts due in
respect of loans made by the Borrower or such Restricted Subsidiary to the
debtor obligated thereon.

       

      “Fixed Asset Financing” means
the acquisition by the Borrower of one or more fixed assets in an aggregate
amount not to exceed $1,500,000, which financing (a) shall amortize over
time and not be subject to being re-borrowed and (b) may be secured by the
fixed assets so acquired.

       

      “Fixed Charges” for any
period means, on a consolidated basis, the sum of (a) all Rentals (other
than Capitalized Rentals) payable during such period by the Borrower and its
Restricted Subsidiaries, and (b) all Interest Charges on all Indebtedness
(including the interest component of Capitalized Rentals) of the Borrower and
its Restricted Subsidiaries.

       

      “Fund” means any Person
(other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

       

      “GAAP” means generally
acceptable accounting principles at the time in the United States.

       

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

       

      “Guaranties” by any Person
shall mean all obligations (other than endorsements in the ordinary course of
business of negotiable instruments for deposit or collection) of such Person
guaranteeing or in effect guaranteeing any Indebtedness, dividend or other
obligation, of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, including, without limitation, all
obligations incurred through an agreement, contingent or otherwise, by such
Person:  (a) to purchase such Indebtedness or obligation or any
property or assets constituting security therefor, (b) to advance or supply
funds (i) for the purchase or payment of such Indebtedness or obligation, (ii)
to maintain working capital or other balance sheet condition or otherwise to
advance or make available funds for the purchase or payment of such Indebtedness
or obligation, (c) to lease property or to purchase Securities or other property
or services primarily for the purpose of assuring the owner of such Indebtedness
or obligation of the ability of the primary obligor to make payment of the
Indebtedness or obligation, or (d) otherwise to assure the owner of the
Indebtedness or obligation of the primary obligor against loss in respect
thereof.  For the purposes of all computations made under this
Agreement, a Guaranty in respect of any Indebtedness for Borrowed Money shall be
deemed to be Indebtedness equal to the principal amount of such Indebtedness for
Borrowed Money which has been guaranteed, and a Guaranty in respect of any other
obligation or liability or any dividend shall be deemed to be Indebtedness equal
to the maximum aggregate amount of such obligation, liability or
dividend.


      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      

       

      “Hazardous Substances” means
any hazardous or toxic material, substance or waste pollutant or contaminant
which is regulated as such under any statute, law, ordinance, rule or regulation
of any Federal, regional, state or local authority having jurisdiction over the
property of the Borrower or any Subsidiary or its use, including but not limited
to any material, substance or waste which is:  (a) defined as a
hazardous substance under Section 311 of the Federal Water Pollution
Control Act (33 U.S.C. §1317), as amended, (b) regulated as a hazardous
waste under Section 1004 of the Federal Resource Conservation and Recovery
Act (42 U.S.C. §6901 et
seq.), as amended, (c) defined as a hazardous substance under
Section 101 of the Comprehensive Environmental Response, Compensation and
Liability Act, as amended, (d) defined or regulated as a hazardous
substance or hazardous waste under any rules or regulations promulgated under
any of the foregoing statutes, or (e) petroleum or products derived
therefrom.

       

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

       

      “Indebtedness” of any Person
means and includes all obligations of such Person which in accordance with GAAP
should be classified upon a balance sheet of such Person as liabilities of such
Person, and in any event shall include all (a) obligations of such Person
for borrowed money or which have been incurred in connection with the
acquisition of property or assets, (b) obligations secured by any Lien upon
property or assets owned by such Person, even though such Person has not assumed
or become liable for the payment of such obligations, (c) obligations
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person, notwithstanding the fact that
the rights and remedies of the seller, lender or lessor under such agreement in
the event of default are limited to repossession or sale of property,
(d) Capitalized Rentals (e) all obligations of such Person on or with
respect to letters of credit, bankers’ acceptances and other extensions of
credit whether or not representing obligations for borrowed money, and
(f) Guaranties of obligations of others of the character referred to in
this definition.

       

      “Indebtedness for Borrowed
Money” of any Person means (a) all Indebtedness of such Person for
borrowed money or which has been incurred in connection with the acquisition of
assets, (b) all Capitalized Rentals of such Person, and (c) all
Guaranties by such Person of Indebtedness for Borrowed Money of others, it being
understood that Indebtedness for Borrowed Money shall not include trade payables
in the ordinary course of business.


      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      

       

      “Insurance Subsidiary” means
any one Subsidiary (a) which is organized under the laws of the British
Virgin Islands or such other jurisdiction as shall be consented to in writing by
the Required Lenders, (b) which conducts substantially all of its business
and has substantially all of its assets within the British Virgin Islands or
such other jurisdiction as shall be consented to in writing by the Required
Lenders, (c) of which 100% (by number of votes) of the Voting Stock (except
for directors’ qualifying shares) is owned by the Borrower, and (d) which
is engaged in the business of reinsuring the credit insurance written by the
Subsidiaries of the Borrower.

       

      “Intercreditor Agreement”
means that certain Subordination and Intercreditor Agreement dated as of the
Effective Date by and among the Administrative Agent, the Collateral Agent, and
the holders of the Second Lien Subordinated Debt (or their agent), as the same
may be amended, modified, restated or supplemented from time to
time.

       

      “Interest Charges” for any
period means all interest and all amortization of debt discount and expense on
any particular Indebtedness for which such calculations are being
made.

       

      “Interest Period” is defined
in Section 2.4 hereof.

       

      “Investments” means all
investments, in cash or by delivery of property made, directly or indirectly in
any Person, whether by acquisition of shares of capital stock, indebtedness or
other obligations or Securities or by loan, advance, capital contribution or
otherwise; provided,
however, that “Investments” shall not mean
or include routine investments in property to be used or consumed in the
ordinary course of business.

       

      “Lender” means each bank and
other financial institution signatory hereto and each assignee bank or other
financial institution pursuant to Section 12.12 hereof.

       

      “Lending Office” is defined
in Section 10.4 hereof.

       

      “LIBOR” is defined in
Section 2.1(b) hereof.

       

      “Lien” means 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.

       

      “Loan” means and includes
loans made under the Revolving Credit, and each of them singly, and the term
“type” of Loan refers
to its status as a Base Rate Loan or Eurodollar Loan.


      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      

       

      “Loan Documents” means this
Agreement, the Notes (if any), the Subsidiary Guaranty Agreement, the Collateral
Documents, the Intercreditor Agreement, and each other instrument or document to
be delivered hereunder or thereunder or otherwise in connection
therewith.

       

      “Mark-to-Market Hedging
Liability” means the aggregate mark-to-market liability of the Borrower
and its Restricted Subsidiaries to any Person in respect of any interest rate,
foreign currency, and/or commodity swap, exchange, cap, collar, floor, forward,
future or option agreement, or any other similar interest rate, currency or
commodity hedging arrangement, as the Borrower or such Restricted Subsidiary, as
the case may be, may from time to time enter into with any Person and without
the addition of any asset value with respect thereto.  

       

      “Margin Stock” means “margin stock” as defined in
Regulation U of the Board of Governors of the Federal Reserve
System.

       

      “Minority Interests” means
any shares of stock, partnership interests, membership interests or other equity
interests of any class of a Restricted Subsidiary (other than directors’
qualifying shares as required by law) that are not owned by the Borrower and/or
one or more of its Restricted Subsidiaries.  Minority Interests shall
be valued by valuing Minority Interests constituting preferred stock at the
voluntary or involuntary liquidating value of such preferred stock, whichever is
greater, by valuing Minority Interests constituting common stock at the book
value of the capital and surplus applicable thereto adjusted, if necessary, to
reflect any changes from the book value of such common stock required by the
foregoing method of valuing Minority Interests in preferred stock, and by
valuing Minority Interests constituting partnership or limited liability company
membership interests at the book value of such interest.

       

      “Moody’s” means Moody’s
Investors Service, Inc.

       

      “Multiemployer Plan” shall
have the same meaning as in ERISA.

       

      “Net Income Available for Fixed
Charges” for any period means Consolidated Adjusted Net Income during
such period plus, to the extent deducted in determining Consolidated Adjusted
Net Income, (a) all provisions for any Federal, state or other income taxes
made by the Borrower and its Restricted Subsidiaries during such period, and
(b) Fixed Charges of the Borrower and its Restricted Subsidiaries during
such period.

       

      “Note” and “Notes” each is defined in
Section 2.8 hereof. 

       

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


       

      “OFAC” means the United States
Department of Treasury Office of Foreign Assets Control.


      
        
           


        

        
          -24-

          
            

          

        

        
           


        

      

       

      “OFAC Event” means the event
specified in Section 8.4(b) hereof.

       

      “OFAC Sanctions Programs”
means all laws, regulations, and Executive Orders administered by OFAC,
including without limitation, the Bank Secrecy Act, anti-money laundering laws
(including, without limitation, the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Pub. L. 107-56 (a/k/a the USA Patriot Act)), and all economic and trade
sanction programs administered by OFAC, any and all similar United States
federal laws, regulations or Executive Orders, and any similar laws, regulators
or orders adopted by any State within the United States. 

       

      “OFAC SDN List” means the list
of the Specially Designated Nationals and Blocked Persons maintained by
OFAC.

       

      “Operating Margin” means, as
of the date of any determination thereof, the sum of the pretax net operating
income of the Borrower and its Restricted Subsidiaries plus amortization of
intangible assets of the Borrower and its Restricted Subsidiaries divided by the
total revenue of the Borrower and its Restricted Subsidiaries, in each case,
determined on a consolidated basis in accordance with GAAP, it being
acknowledged and agreed that the foregoing shall be determined exclusive of the
net operating income, amortization of intangible assets, and total revenue of
each Unrestricted Subsidiary.

       

      “PBGC” is defined in
Section 6.12 hereof.

       

      “Person” means an individual,
partnership, corporation, limited liability company, association, trust,
unincorporated organization or any other entity or organization, including a
government or agency or political subdivision thereof.

       

      “Plan” means with respect to
the Borrower and each Subsidiary at any time an employee pension benefit plan
which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code and either (a) is maintained by a
member of the Controlled Group for employees of a member of the Controlled
Group, (b) is maintained pursuant to a collective bargaining agreement or any
other arrangement under which more than one employer makes contributions and to
which a member of the Controlled Group is then making or accruing an obligation
to make contributions or has within the preceding five plan years made
contributions, or (c) under which a member of the Controlled Group has any
liability, including any liability by reason of having been a substantial
employer within the meaning of Section 4063 of ERISA at any time during the
preceding five years or by reason of being deemed a contributing sponsor under
Section 4064 of ERISA.

       

      “Pledged Collateral” shall
have the meaning as defined in the Company Security Agreement or the Subsidiary
Security Agreement, as the context may require.

       

      “Property” means any interest
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, whether now owned or hereafter acquired.


      
        
           


        

        
          -25-

          
            

          

        

        
           


        

      

       

      “Receivable” means 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.

       

      “Rentals” means, as of the
date of any determination thereof, all fixed payments (including as such all
payments which the lessee is obligated to make to the lessor on termination of
the lease or surrender of the Property) payable by the Borrower or a Restricted
Subsidiary, as lessee or sub-lessee, under a lease of real or personal property,
but shall be exclusive of any amounts required to be paid by the Borrower or a
Restricted Subsidiary (whether or not designated as rents or additional rents)
on account of maintenance, repairs, insurance, taxes and similar
charges.  Fixed rents under any so-called “percentage leases” shall be
computed solely on the basis of the minimum rents, if any, required to be paid
by the lessee regardless of sales volume or gross revenues.

       

      “Required Lenders” means, as
of the date of determination thereof, those Lenders holding at least
66 2/3% of the Commitments or, in the event that no Commitments are
outstanding hereunder, those Lenders holding at least 66 2/3% in aggregate
principal amount of the Loans outstanding hereunder.

       

      “Restricted Investments”
means all Investments other than the Investments permitted by
paragraphs (a) through (f), both inclusive, of Section 8.18
hereof.

       

      “Restricted Subsidiary” means
the Insurance Subsidiary, if any, and any other Subsidiary (a) which is
organized under the laws of the United States or any State thereof, (b) which
conducts substantially all of its business and has substantially all of its
assets within the United States, and (c) of which 100% (by number of votes) of
the Voting Stock is owned by the Borrower and/or one or more Restricted
Subsidiaries.

       

      “Revolving Credit” is defined
in Section 1.1 hereof.

       

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

       

      “Second Lien Subordinated
Debt” means the Subordinated Debt issued from time to time by the
Borrower to Wells Fargo Preferred Capital, Inc. (and its successors and assigns)
in an aggregate principal amount not to exceed $75,000,000 pursuant to that
certain Subordinated Credit Agreement dated as of the Effective Date by and
among the Borrower and Wells Fargo Preferred Capital, Inc., as the initial
lender thereunder and as agent for any such lenders, as the same may be amended,
modified, or restated from time to time in accordance with this Agreement and
the Intercreditor Agreement (such Subordinated Credit Agreement, as so amended,
modified, or restated being referred to herein as the “Subordinated Credit
Agreement”).

       

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


      
        
           


        

        
          -26-

          
            

          

        

        
           


        

      

       

      “Senior Loans” means the
Loans outstanding hereunder.

       

      “Senior Subordinated Convertible
Notes” means those certain unsecured Senior Subordinated Convertible
Notes in the original aggregate principal amount of $110,000,000 issued prior to
the date hereof and maturing October 1, 2011, issued pursuant to the Senior
Subordinated Convertible Notes Indenture.

       

      “Senior Subordinated Convertible
Notes Indenture” means the Indenture to be entered into by the Borrower
pursuant to, and on terms and conditions substantially the same as are described
in, the Senior Subordinated Convertible Notes Offering Memorandum, as the same
may be amended or modified in accordance with the terms thereof and of this
Agreement.  

       

      “Senior Subordinated Convertible
Notes Offering Memorandum” means the Offering Memorandum of the Borrower
dated October 3, 2006, relating to the issuance of the Senior Subordinated
Convertible Notes and delivered to the Lenders pursuant to the terms of the
Second Amendment to Amended and Restated Credit Agreement dated as of
October 2, 2006, by and among the Borrower, the Lenders, and the
Administrative Agent. 

       

       “Set-off” is defined in
Section 12.7 hereof.

       

      “Subordinated Debt” means
(a) the Second Lien Subordinated Debt or any Indebtedness issued to
refinance or otherwise replace the Second Lien Subordinated Debt with a maturity
no earlier than the final scheduled maturity of the Second Lien Subordinated
Debt and issued on terms and conditions (including subordination terms) no more
favorable to the holders thereof than the terms and conditions applicable to the
holders of the Second Lien Subordinated Debt (except that the interest rate
relating to any such replacement or refinancing Indebtedness may be at the then
market rate at the time of issuance) and otherwise issued in accordance with the
Intercreditor Agreement, (b) the Senior Subordinated Convertible Notes or
any Indebtedness issued to refinance or otherwise replace the Senior
Subordinated Convertible Notes with a maturity no earlier than the final
scheduled maturity of the Senior Subordinated Convertible Notes and issued on
terms and conditions (including subordination terms) no more favorable to the
holders thereof than the terms and conditions applicable to the holders of the
Senior Subordinated Convertible Notes (except that the interest rate relating to
any such replacement or refinancing Indebtedness may be at the then market rate
at the time of issuance) and (c) all other unsecured Indebtedness for
Borrowed Money of the Borrower which (i) pursuant to its term matures on a
date later than the Termination Date and (ii) contains or has applicable
thereto subordination provisions substantially in the form set forth in
Exhibit D hereto or such other provisions as are approved in writing by the
Required Lenders.  

       

      “Subsidiary” means any
corporation or other entity of which more than fifty percent (50%) of the
outstanding Voting Stock or comparable equity interests (including interests as
a limited partner in a limited partnership) is at the time directly or
indirectly owned by the Borrower, by one or more of its Subsidiaries, or by the
Borrower and one or more of its Subsidiaries.


      
        
           


        

        
          -27-

          
            

          

        

        
           


        

      

       

      “Subsidiary Guaranty
Agreement” means that certain Amended and Restated Guaranty Agreement
dated as of the Effective Date from the Restricted Subsidiaries, as the same may
from time to time be amended, modified, or further restated, together with any
supplements thereto delivered pursuant to the terms thereof.

       

      “Subsidiary Security
Agreement” means that certain Amended and Restated Security Agreement,
Pledge, and Indentures of Trust dated as of the Effective Date among each of the
Restricted Subsidiaries (other than the Insurance Subsidiary) and the Collateral
Agent, as the same may from time to time be amended, modified, or further
restated, together with any supplements thereto delivered pursuant to the terms
thereof.

       

      “Termination Date” means
August 31, 2012, or such earlier date on which the Commitments are
terminated in whole pursuant to Sections 2.9, 9.3 or 9.4
hereof.

       

      “Total Debt” means, at any
time the same is to be determined, the aggregated amount (without duplication)
of all Indebtedness for Borrowed Money of the Borrower and its Restricted
Subsidiaries, including, without limitation, the Senior Loans, the Second Lien
Subordinated Debt, and all other Subordinated Debt.

       

      “Unfunded Vested Liabilities”
means, with respect to any Plan at any time, the amount (if any) by which the
present value of all vested nonforfeitable accrued benefits under such Plan
exceeds the fair market value of all Plan assets allocable to such benefits, all
determined as of the then most recent valuation date for such Plan, but only to
the extent that such excess represents a potential liability of a member of the
Controlled Group to the PBGC or the Plan under Title IV of ERISA.

       

      “Unrestricted Subsidiary”
means any Subsidiary that is not a Restricted Subsidiary.

       

      "Voting Stock” means
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).

       

       “Welfare Plan” means a
“welfare plan,” as said
term is defined in Section 3(1) of ERISA.

       

      “Wholly-Owned” means a
Subsidiary of which all of the issued and outstanding shares of stock (other
than directors’ qualifying shares as required by law) or other comparable equity
interests shall be owned by the Borrower and/or one or more of its Wholly-Owned
Subsidiaries.

       

      Section 5.2.        
Interpretation.  The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the terms defined.   The words “hereof”, “herein”, and “hereunder” and words of like
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement.  All references to
times of day herein shall be references to Chicago, Illinois time unless
otherwise specifically provided.  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.


      
        
           


        

        
          -28-

          
            

          

        

        
           


        

      

       

      Section 5.3.       
Change in Accounting
Principles.  If, after the date of this Agreement, there shall
occur any change in GAAP from those used in the preparation of the financial
statements referred to in Section 6.6 hereof and such change shall result
in a change in the method of calculation of any financial covenant, standard or
term found in this Agreement, either the Borrower or the Required Lenders may by
notice to the Lenders and the Borrower, respectively, require that the Lenders
and the Borrower negotiate in good faith to amend such covenants, standards, and
terms so as equitably to reflect such change in accounting principles, with the
desired result being that the criteria for evaluating the financial condition of
the Borrower and its Subsidiaries shall be the same as if such change had not
been made.  No delay by the Borrower or the Required Lenders in
requiring such negotiation shall limit their right to so require such a
negotiation at any time after such a change in accounting
principles.  Until any such covenant, standard, or term is amended in
accordance with this Section 5.3, financial covenants shall be computed and
determined in accordance with GAAP in effect prior to such change in accounting
principles.  Without limiting the generality of the foregoing, the
Borrower shall neither be deemed to be in compliance with any financial covenant
hereunder nor out of compliance with any financial covenant hereunder if such
state of compliance or noncompliance, as the case may be, would not exist but
for the occurrence of a change in accounting principles after the date
hereof.  The Borrower covenants and agrees with the Lenders that
whether or not the Borrower may at any time adopt Accounting Standards
Codification 825 or account for assets and liabilities acquired in an
acquisition on a fair value basis pursuant to Accounting Standards Codification
805, all determinations of compliance with the terms and conditions of this
Agreement shall be made on the basis that the Borrower has not adopted
Accounting Standards Codification 825 or Accounting Standards Codification 805.
 

       

      
        Section 6.           
Representations and Warranties.

      

       

      The
Borrower represents and warrants to the Lenders as follows:

       

      Section 6.1.       
Organization and
Qualification.  The Borrower is duly organized and validly
existing in good standing under the laws of the State of South Carolina, has
full and adequate corporate power to carry on its business as now conducted, is
duly licensed or qualified and in good standing in each jurisdiction in which
the nature of its business conducted or the nature of the Property owned or
leased by it makes such licensing or qualification
necessary.  


      
        
           


        

        
          -29-

          
            

          

        

        
           


        

      

       

      Section 6.2.       
Subsidiaries.  Each
Subsidiary is a corporation, partnership, limited liability company or other
entity duly organized and validly existing in good standing under the laws of
the jurisdiction in which it was incorporated or organized, has full and
adequate corporate or other power to carry on its business as conducted, and is
duly licensed or qualified and in good standing in each jurisdiction in which
the nature of its business as now conducted or proposed to be conducted or the
nature of the Property owned or leased by it makes such licensing or
qualification necessary.  Schedule 6.2 hereto identifies each
Subsidiary of the Borrower as of the date hereof, the jurisdiction of its
organization, the percentage of issued and outstanding shares of each class of
its capital stock or other equity interests owned by the Borrower and the
Subsidiaries and, if such percentage is not 100% (excluding directors’
qualifying shares as required by law), a description of each class of its
authorized capital stock or other equity interests and the number of shares or
units of each class issued and outstanding.  All of the issued and
outstanding shares of capital stock or other equity interest of each Subsidiary
are validly issued and outstanding and fully paid and nonassessable and all such
shares are owned, beneficially and of record, by the Borrower or the relevant
Restricted Subsidiary, all as set forth on said Schedule 6.2, free of any
Lien except for Lien granted to the Collateral Agent under the Company Security
Agreement and, to the extent applicable, Subsidiary Security Agreement and
subordinate Liens permitted pursuant to Sections 8.11(e), 8.11(g), and
8.11(i) hereof.  As of the date hereof, each Subsidiary is a
Restricted Subsidiary other than World Acceptance Corporation de México,
S. de R.L. de C.V., and Servicios World Acceptance Corporation de
México, S. de R.L. de C.V.  There are no outstanding
commitments or other obligations of any Subsidiary to issue, and no options,
warrants or other rights of any Person to acquire, any shares of any class of
capital stock or other equity interests of any Subsidiary.

       

      Section 6.3.       
Corporate Authority and
Validity of Obligations.  The Borrower has full right and
authority to enter into the Loan Documents to which it is a party, to make the
borrowings herein provided for, to grant to the Collateral Agent, for the
benefit of the Lenders, the Liens described in the Collateral Documents, to
issue its Notes and to perform all of its obligations hereunder and under the
other Loan Documents.  Each Restricted Subsidiary has full right and
authority to enter into the Loan Documents entered into by it, to grant to the
Collateral Agent, for the benefit of the Lenders, the Liens described in the
Collateral Documents to which it is a party and to perform all of its
obligations thereunder and under the other Loan Documents.  The Loan
Documents delivered by the Borrower, and by each Restricted Subsidiary, have
been duly authorized, executed and delivered by such Person and constitute valid
and binding obligations of such Person enforceable in accordance with their
terms except as enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting creditors’ rights generally and
general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law) and to the
discretion of the court before which any proceedings may be brought; and the
Loan Documents do not, nor does the performance or observance by the Borrower or
any Restricted Subsidiary of any of the matters or things herein or therein
provided for, contravene any provision of law or any Governing Documents of the
Borrower or any Subsidiary or any covenant, indenture or agreement of or
affecting the Borrower or any Subsidiary or a substantial portion of their
respective Properties.

       

      Section 6.4.       
Investment
Company.  Neither the Borrower nor any Subsidiary is an
“investment company” or a company “controlled” by an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.

       

      Section 6.5.       
Use of Proceeds; Margin
Stock.  The Loans hereunder shall be used by the Borrower for
general working capital purposes (including the repayment or purchase of Senior
Subordinated Convertible Notes, Second Lien Subordinated Debt (to the extent
permitted by the Intercreditor Agreement), and purchase of the Borrower’s
capital stock, in each case in amounts and upon terms approved by the Borrower’s
board of directors (or similar governing body)).  Neither the Borrower
nor any of its Subsidiaries is engaged principally, or as one of its primary
activities, in the business of extending credit for the purpose of purchasing or
carrying Margin Stock, and neither the Borrower nor any of its Subsidiaries will
use the proceeds of any Loan in a manner that violates any provision of
Regulation U or X of the Board of Governors of the Federal Reserve
System.


      
        
           


        

        
          -30-

          
            

          

        

        
           


        

      

       

      Section 6.6.       
Financial
Reports.  The consolidated and consolidating balance sheet of
the Borrower and its Subsidiaries as at March 31, 2010, and the related
statements of consolidated earnings, consolidated changes in shareholders’
equity and consolidated cash flows of the Borrower and its Subsidiaries for the
year then ended and accompanying notes thereto, which financial statements are
accompanied by the report of KPMG LLP, independent public accountants, have been
prepared in accordance with GAAP applied on a consistent basis and fairly
present the consolidated financial condition of the Borrower and its
Subsidiaries as of such dates and the consolidated results of their operations
and cash flows for the periods then ended.

       

      Section 6.7.       
No Material Adverse
Change.  Since March 31, 2010, there has been no change in
the condition, financial or otherwise, or business prospects of the Borrower and
its Subsidiaries except changes in the ordinary course of business, none of
which individually or in the aggregate have been materially
adverse.

       

      Section 6.8.       
Litigation.  Except
as disclosed on Schedule 6.8 attached hereto, there is no litigation or
governmental proceeding pending, nor to the knowledge of the Borrower
threatened, against the Borrower or any Subsidiary which if adversely determined
would (a) impair the validity or enforceability of, or impair the ability of the
Borrower or any Restricted Subsidiary to perform its obligations under, this
Agreement or any other Loan Document or (b) result in any material adverse
change in the financial condition or Property, business or operations of the
Borrower and its Subsidiaries taken as a whole.

       

      Section 6.9.       
Taxes.  All tax
returns required to be filed by the Borrower or any Subsidiary in any
jurisdiction have, in fact, been filed, and all taxes, assessments, fees and
other governmental charges upon the Borrower or any Subsidiary or upon any of
their respective properties, income or franchises, which are shown to be due and
payable in such returns have been paid.  The Borrower does not know of
any proposed additional tax assessment against it for which adequate provision
in accordance with GAAP has not been made on its accounts.  The
Federal income tax liability of the Borrower and its Subsidiaries has either
been finally determined by the Internal Revenue Service and satisfied for all
taxable years up to and including the taxable year ended December 31, 2005,
or the applicable statute of limitations therefor has expired and, except as
disclosed on Schedule 6.9 attached hereto, no material controversy in respect of
additional income taxes due since said date is pending or to the knowledge of
the Borrower threatened.  Adequate provisions in accordance with GAAP
for taxes on the books of the Borrower and each Subsidiary have been made for
all open years, and for its current fiscal period.

       

      Section 6.10.      Approvals.  No
authorization, consent, license, or exemption from, or filing or registration
with, any court or governmental department, agency or instrumentality, or any
approval or consent of the stockholders of the Borrower or from any other
Person, is necessary to the valid execution, delivery or performance by the
Borrower or any Restricted Subsidiary of this Agreement or any of the other Loan
Documents.


      
        
           


        

        
          -31-

          
            

          

        

        
           


        

      

       

      Section 6.11.      Indebtedness and
Liens.  Schedule 6.11 attached hereto correctly describes
all Indebtedness for Borrowed Money of the Borrower and its Subsidiaries
outstanding as of the date hereof.  There are no Liens on any of the
Property of the Borrower or any Subsidiary, except those which are permitted by
Section 8.11 of this Agreement.

       

      Section 6.12.      ERISA.  The
Borrower and each Subsidiary are in compliance in all material respects with
ERISA, to the extent applicable to them and have received no notice to the
contrary from the Pension Benefit Guaranty Corporation (“PBGC”) or any other
governmental entity or agency.  As of March 31, 2010, the
liability of the Borrower and its Subsidiaries to PBGC in respect of Unfunded
Vested Liabilities would not have been in excess of $0 if all employee pension
benefit plans maintained by the Borrower and its Subsidiaries had been
terminated as of such date.  No condition exists or event or
transaction has occurred with respect to any Plan which could reasonably be
expected to result in the incurrence by the Borrower or any Subsidiary of any
material liability, fine or penalty.  Neither the Borrower nor any
Subsidiary has any contingent liability with respect to any post-retirement
benefits under a Welfare Plan, other than liability for continuation coverage
described in Part 6 of Title I of ERISA and liability for
post-retirement medical and life insurance benefits.

       

      Section 6.13.      Material
Agreements.  Neither the Borrower nor any Subsidiary is a party
to any agreement or instrument or subject to any charter or other corporate
restriction materially and adversely affecting its business, properties or
assets, operations or condition (financial or otherwise).  Neither the
Borrower nor any Subsidiary is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in (i)
any agreement to which it is a party, which default might have a material
adverse effect on the business, properties or assets, operations, or condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as a whole
or (ii) any agreement or instrument evidencing or governing
Indebtedness.

       

      Section 6.14.      Compliance with
Laws.  (a)  Environmental.  (i) The
business and operation of the Borrower and its Subsidiaries comply in all
respects with all applicable Environmental Legal Requirements, except to the
extent that such noncompliance would not have a material adverse effect on the
business, operations, properties, assets or condition (financial or otherwise)
of the Borrower and its Subsidiaries taken as a whole.

       

      (ii)     Neither
the Borrower nor any Subsidiary has given, nor should it give, nor has it
received, any notice, letter, citation, order, warning, complaint, inquiry,
claim or demand that: (i) the Borrower or such Subsidiary has violated, or
is about to violate, any federal, state, regional, county or local
environmental, health or safety statute, law, rule, regulation, ordinance,
judgment or order; (ii) there has been a release, or there is a threat of
release, of Hazardous Substances (including, without limitation, petroleum, its
by-products or derivatives, or other hydrocarbons) from the Borrower’s or such
Subsidiary’s property, facilities, equipment or vehicles; (iii) the
Borrower or such Subsidiary may be or is liable, in whole or in part, for the
costs or cleaning up, remediating or responding to a release of Hazardous
Substances (including, without limitation, petroleum, its by-products or
derivatives, or other hydrocarbons); (iv) any of the Borrower’s or such
Subsidiary’s property or assets are subject to a Lien in favor of any
governmental entity for any liability, costs or damages, under any federal,
state or local environmental law, rule or regulation arising from, or costs
incurred by such governmental entity in response to, a release of a Hazardous
Substance (including, without limitation, petroleum, its by-products or
derivatives, or other hydrocarbons), except to the extent that such violation,
release, liability or Lien could not have a material adverse effect on the
business, operations, properties, assets or condition (financial or otherwise)
of the Borrower and its Subsidiaries taken as a whole.


      
        
           


        

        
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      (b)     Other Laws.  The
Borrower and its Subsidiaries are in compliance with all other federal, state
and local laws, rules and regulations applicable to or pertaining to the
Properties or business operations of the Borrower or any Subsidiary (including
without limitation all applicable state consumer credit and protection laws, the
Federal Fair Credit Reporting Act, the Federal Truth In Lending Act, the Federal
Fair Debt Collection Practices Act, laws regulating small loan companies, the
Occupational Safety and Health Act of 1970 and the Americans with Disabilities
Act of 1990), non-compliance with which could have a material adverse effect on
the business, operations, properties, assets or condition (financial or
otherwise) of the Borrower and its Subsidiaries taken as a whole.

       

      (c)     OFAC.  The Borrower
is in compliance with the requirements of all OFAC Sanctions Programs to the
extent applicable to it, (b) each Subsidiary of the Borrower is in
compliance with the requirements of all OFAC Sanctions Programs to the extent
applicable to such Subsidiary, (c) the Borrower has provided to the
Administrative Agent and the Lenders all information requested by Administrative
Agent or the Lenders regarding the Borrower and its Affiliates and Subsidiaries
necessary for the Administrative Agent and the Lenders to comply with all
applicable OFAC Sanctions Programs, and (d) to the best of the Borrower’s
knowledge, neither the Borrower nor any of its Affiliates or Subsidiaries is, as
of the date hereof, named on the current OFAC SDN List.

       

      Section 6.15.    
Full
Disclosure.  The financial statements referred to in
Section 6.6 do not, nor do the written statements or information, if any,
furnished by the Borrower to any Lender in connection with the negotiation of or
its participation in this Agreement contain any untrue statement of a material
fact or omit a material fact necessary to make the material statements contained
therein not misleading.

       

      Section 6.16.      No Defaults.  No
Default or Event of Default has occurred and is continuing.

       

      
        Section 7.           
Conditions Precedent.

      

       

      The
obligation of the Lenders to make any Loan or any other financial accommodation
hereunder shall be subject to the following conditions precedent to the
satisfaction of the Administrative Agent and the Required Lenders:

       

      Section 7.1.       
Initial
Borrowing.  Prior to the making of the initial Borrowing
hereunder:


      
        
           


        

        
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      (a)       
The Administrative Agent shall have received for each Lender the favorable
written opinion of Judson K. Chapin, III, General Counsel to the Borrower,
in form and substance satisfactory to the Administrative Agent;

       

      (b)       
The Administrative Agent shall have received for each Lender (i) copies of the
Borrower’s and each Subsidiary’s articles of incorporation and bylaws (or
comparable organizational documents) and any amendments thereto, certified in
each instance by its Secretary or Assistant Secretary, (ii) certified
copies of resolutions of the Board of Directors of the Borrower and of each
Restricted Subsidiary authorizing the execution and delivery of this Agreement
and the other Loan Documents to which it is a party, indicating the authorized
signers of this Agreement and the other Loan Documents and all other documents
relating thereto, the persons authorized to request Borrowings hereunder and to
select the interest rate options with respect thereto and the specimen
signatures of such signers, and (iii) one original certificate of good standing
(with copies for each Lender) certified by the appropriate governmental officer
in the jurisdiction of the Borrower’s and each Restricted Subsidiaries’
incorporation and each state in which it is authorized to do business as a
foreign corporation;

       

      (c)       
The Administrative Agent shall have received for the Lenders this Agreement, the
Notes (if requested), the Company Security Agreement, the Subsidiary Security
Agreement, and the Subsidiary Guaranty Agreement;

       

      (d)       
The Administrative Agent shall have received an executed counterpart of the
Intercreditor Agreement and certified copies of the loan and security documents
executed in connection with the Second Lien Subordinated Debt; and

       

      (e)       
The Administrative Agent shall have received a Designated Disbursement Account
certificate from the Borrower;

       

      (f)       
the Administrative Agent shall have received a fully executed Internal Revenue
Service Form W-9 for the Borrower and
each Restricted Subsidiary (other than the Insurance Subsidiary), and each of
the Lenders shall have received, sufficiently in advance of the Effective Date
all other documentation and information requested by any such Lender required by
bank regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation, the United
States Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001));

       

      (g)       
The Administrative Agent shall have received financing statement lien search
results against the Property of the Borrower and each Restricted Subsidiary
(other than the Insurance Subsidiary) evidencing the absence of Liens on its
Property except as permitted by Section 8.11 hereof;

       

      (h)       
The Administrative Agent shall have received for the Lenders copies (executed or
certified, as may be appropriate) of all legal documents or proceedings taken in
connection with the execution and delivery of this Agreement and the other Loan
Documents; and


      
        
           


        

        
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      (i)       
The Administrative Agent shall have received for the account of the Lenders a
borrowing base certificate substantially in the form attached hereto as
Exhibit E showing the computation of the Borrowing Base as of the close of
business on August 31, 2010.

       

      Section 7.2.       
All
Loans.  As of the time of the making of each advance of a
Borrowing (including the initial Borrowing):

       

      (a)       
The Administrative Agent shall have received the notice required by
Section 2.3 hereof;

       

      (b)       
Each of the representations and warranties of the Borrower set forth in
Section 6 hereof shall be true and correct in all material respects as of
said time, except to the extent that any such representation or warranty relates
solely to an earlier date;

       

      (c)       
The Borrower and its Restricted Subsidiaries shall be in compliance with all of
the terms and conditions hereof and of the other Loan Documents, and no Default
or Event of Default shall have occurred and be continuing or would occur as a
result of making such Borrowing;

       

      (d)       
After giving effect to the Borrowing the aggregate principal amount of all Loans
hereunder shall not exceed the lesser of (i) the Available Borrowing Base
or (ii) Commitments; and

       

      (e)       
Such Borrowing shall not violate any order, judgment or decree of any court or
other authority or any provision of law or regulation applicable to any Lender
(including, without limitation, Regulation U of the Board of Governors of the
Federal Reserve System) as then in effect.

       

      Each
request for a Borrowing hereunder shall be deemed to be a representation and
warranty by the Borrower on the date of such Borrowing as to the facts specified
in subsections (a)-(d) of this Section 7.2.

       

      
        Section 8.           
Covenants.

      

       

      Section 8.1.       
Existence,
Etc.  The Borrower will preserve and keep in force and effect,
and will cause each Subsidiary to preserve and keep in force and effect, its
legal existence and all licenses and permits necessary to the proper conduct of
its business.


      
        
           


        

        
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      Section 8.2.       
Insurance.  The
Borrower will maintain, and will cause each Subsidiary to maintain, insurance
coverage by financially sound and reputable insurers accorded a rating of A or
better by A.M. Best Company, Inc. (the “Best Rating”) at the time of
the issuance of any such policy and in such forms and amounts and against such
risks as are customary for corporations of established reputation engaged in the
same or a similar business and owning and operating similar properties with each
such policy requiring renewal of such policy at intervals of no greater than one
year from the date of issuance or renewal thereof; provided, however, that if
during the term of any such insurance policy the rating accorded any insurer
shall be less than a Best Rating of A, the Borrower will, on the date of renewal
of any such policy (or, if such change in rating shall occur within 90 days
prior to such renewal date, within 90 days of the date of such change in
rating), obtain such insurance policy from an insurer accorded a Best Rating of
A or better.

       

      Section 8.3.       
Taxes, Claims for Labor
and Materials.  The Borrower will promptly pay and discharge,
and will cause each Subsidiary promptly to pay and discharge, all taxes,
assessments and governmental charges or levies imposed upon the Borrower or such
Subsidiary, respectively, or upon or in respect of all or any part of the
property or business of the Borrower or such Subsidiary (including, but not
limited to the Collateral), all trade accounts payable in accordance with usual
and customary business terms, and all claims for work, labor or materials, which
if unpaid might become a lien or charge upon any property of the Borrower or
such Subsidiary (including, but not limited to the Collateral); provided the Borrower or such
Subsidiary shall not be required to pay any such tax, assessment, charge, levy,
account payable or claim if (a) the validity, applicability or amount thereof is
being contested in good faith by appropriate actions or proceedings which will
prevent the forfeiture or sale of any property of the Borrower or such
Subsidiary or any material interference with the use thereof by the Borrower or
such Subsidiary, and (b) the Borrower or such Subsidiary shall set aside on its
books reserves adequate in accordance with GAAP with respect
thereto.

       

      Section 8.4.       
Compliance with Laws;
OFAC.  (a) Compliance with
Laws.  The Borrower will promptly comply, and will cause each
Subsidiary to comply, with all laws, ordinances or governmental rules and
regulations to which it is subject, including without limitation, ERISA and all
Environmental Legal Requirements the violation of which could, individually or
in the aggregate, materially and adversely affect the properties (including the
Collateral), business, prospects, profits or condition of the Borrower and its
Subsidiaries or could, individually or in the aggregate, result in any lien or
charge upon any property of the Borrower or any Subsidiary.

       

      (b)     OFAC. The Borrower shall
at all times comply with the requirements of all OFAC Sanctions Programs to the
extent applicable to the Borrower and shall cause each of its Subsidiaries to
comply with the requirements of all OFAC Sanctions Programs to the extent
applicable to such Subsidiary. The Borrower shall
provide the Administrative Agent and the Lenders any information regarding the
Borrower, its Affiliates, and its Subsidiaries requested by Administrative Agent
or the Lenders necessary for the Administrative Agent and the Lenders to comply
with all applicable OFAC Sanctions Programs; subject however, in the case of
Affiliates, to the Borrower’s ability to provide information applicable to
them.  If the Borrower obtains actual knowledge or receives any
written notice that the Borrower, any Affiliate or any Subsidiary is named on
the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower
shall promptly (i) give written notice to the Administrative Agent and the
Lenders of such OFAC Event, and (ii) comply with all applicable laws with
respect to such OFAC Event (regardless of whether the party included on the OFAC
SDN List is located within the jurisdiction of the United States of America),
including the OFAC Sanctions Programs, and the Borrower hereby authorizes and
consents to the Administrative Agent and the Lenders taking any and all steps
the Administrative Agent or the Lenders deem necessary, in their sole but
reasonable discretion, to avoid violation of all applicable laws with respect to
any such OFAC Event, including the requirements of the OFAC Sanctions Programs
(including the freezing and/or blocking of assets and reporting such action to
OFAC).


      
        
           


        

        
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      Section 8.5.       
Maintenance,
Etc.  The Borrower will maintain, preserve and keep, and will
cause each Subsidiary to maintain, preserve and keep, its properties which are
used or useful in the conduct of its business (whether owned in fee or a
leasehold interest) in good repair and working order (ordinary wear and tear
excepted) and from time to time will make all necessary repairs, replacements,
renewals and additions so that at all times the efficiency thereof shall be
maintained.

       

      Section 8.6.       
Nature of
Business.  Neither the Borrower nor any Restricted Subsidiary
will engage in any business if, as a result, the general nature of the business,
taken on a consolidated basis, which would then be engaged in by the Borrower
and its Restricted Subsidiaries (including, but not limited to, the Insurance
Subsidiary) would be substantially changed from the general nature of the
business engaged in by the Borrower and its Restricted Subsidiaries on the date
of this Agreement.  

       

      Section 8.7.       
Consolidated Net
Worth.  The Borrower will at all times keep and maintain
Consolidated Net Worth at an amount not less than the Minimum Net
Worth.  For purposes of this Section, “Minimum Net Worth”
(a) for the fiscal quarter of the Borrower ending March 31, 2010,
shall be $300,000,000 and (b) for each fiscal quarter thereafter shall be
the sum of the Minimum Net Worth for the immediately preceding fiscal quarter
plus 50% of Consolidated Net Income for such fiscal quarter (but without
deduction in the case of any deficit in Consolidated Net Income for such fiscal
quarter).

       

      Section 8.8.       
Fixed Charge Coverage
Ratio; Loan Loss Reserves; Excess Borrowing
Availability.  (a) Fixed Charge Coverage Ratio.
 The Borrower will at the end of each fiscal quarter have a ratio of
Net Income Available for Fixed Charges to Fixed Charges for each period of four
consecutive fiscal quarters then ending at not less than 2.5 to
1.0.   

       

      (b)     Loan Loss
Reserves.  As of the end of each fiscal quarter, the Borrower’s
provision for loan losses for the four fiscal quarters then ending shall equal
or exceed the net loan charge off for the corresponding period.

       

      (c)     Excess Borrowing
Availability.  Commencing April 1, 2011, and at all times
thereafter so long as any Senior Subordinated Convertible Notes remains
outstanding, Excess Borrowing Availability shall not be less than the principal
balance of the Senior Subordinated Convertible Notes.

       

      Section 8.9.       
Permitted
Indebtedness. The Borrower will not, and will not permit any Restricted
Subsidiary to, incur, create, issue, assume or permit to exist any Indebtedness
for Borrowed Money other than:


      
        
           


        

        
          -37-

          
            

          

        

        
           


        

      

       

      (a)       
the Obligations hereunder and the Subsidiary Guaranty Agreement relating
thereto;

       

      (b)       
Second Lien Subordinated Debt (including any Restricted Subsidiary (other than
the Insurance Subsidiary) guaranty relating thereto) in an aggregate principal
amount not to exceed $75,000,000, less repayments thereof from time to time in
accordance with its terms and the Intercreditor Agreement;

       

      (c)       
unsecured Subordinated Debt;

       

      (d)       
debt incurred in connection with permitted Fixed Asset Financing;

       

      (e)       
unsecured Indebtedness for Borrowed Money owing between the Borrower and its
Restricted Subsidiaries in the ordinary course of business, provided that the aggregate
amount of Indebtedness for Borrowed Money at any one time owing either by or to
the Insurance Subsidiary shall not exceed $1,000,000; and

       

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

       

      Section 8.10.      Limitations on Indebtedness.
The Borrower will not at any time permit:

       

      (a)       
The aggregate unpaid principal amount of Total Debt, on a consolidated basis, to
exceed 325% of Consolidated Adjusted Net Worth; and

       

      (b)       
The aggregate unpaid principal amount of Subordinated Debt to exceed 100% of
Consolidated Adjusted Net Worth.

       

      Section 8.11.      Limitation on
Liens.  The Borrower will not, and will not permit any
Restricted Subsidiary to, create, assume or suffer to exist any Lien upon any of
its Property (including, but not limited to, the Collateral), whether now owned
or hereafter acquired; provided, however, that the
foregoing restriction and limitation shall not apply to the following
Liens:

       

      (a)       
Liens created under the Collateral Documents;

       

      (b)       
Liens existing as of the date hereof and reflected on Schedule 8.11
hereto;

       

      (c)       
Liens existing on property at the time acquired by the Borrower or any
Restricted Subsidiary thereof or existing on the property of a corporation at
the time it becomes a Restricted Subsidiary, or placed upon property within
120 days after the date of acquisition thereof by the Borrower or any
Restricted Subsidiary to secure a portion of the purchase price thereof, but
only if (i) such Lien shall attach solely to the property acquired,
purchased or constructed and (ii) such Lien does not exceed the lesser of
the fair market value or cost of such property;


      
        
           


        

        
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      (d)      
Liens constituting renewals, extensions or refundings of Liens permitted by
clause (b) or (c) above, provided that the principal
amount of the Indebtedness secured by any such new Lien does not exceed the
principal amount of the Indebtedness being renewed, extended or refunded at the
time of renewal, extension or refunding thereof and that such new Lien attaches
only to the same property theretofore subject to such earlier Lien;

       

      (e)    
  Liens securing taxes, assessments or governmental charges or levies,
or the claims or demands of materialmen, mechanics, carriers, workmen,
repairmen, warehousemen, landlords and other like persons, provided that payment thereof
is not at the time required by Section 8.3 hereof;

       

      (f)   
   other Liens incidental to the conduct of its business or the
ownership of its property and assets when not incurred in connection with the
borrowing of money or the obtaining of advances of credit, and which do not in
the aggregate materially detract from the value of its property or assets, or
materially impair the use thereof in the operation of its business;

       

      (g)   
   attachment, judgment and other similar Liens arising in
connection with court proceedings, provided that (i) execution
or other enforcement of such Liens is effectively stayed, (ii) the claims
secured thereby are being actively contested in good faith by appropriate
proceedings, (iii) adequate reserves in conformity with GAAP have been provided
on the books of the Borrower or such Restricted Subsidiary, and (iv) the
aggregate amount of the liabilities of the Borrower and all Restricted
Subsidiaries so secured, including interest and penalties thereon, shall not be
in excess of $100,000 at any one time outstanding;

       

      (h)  
    Liens granted to secure the Fixed Asset Financing, provided that such Liens
(x) only extend to the fixed assets acquired with the proceeds of such
Fixed Asset Financing, (y) only secure the original purchase price of such
fixed assets, as reduced by repayments thereon, and (z) do not extend to or
cover any other Property of the Borrower or any Subsidiary; and 

       

      (i)       
Liens securing the Second Lien Subordinated Debt permitted by Section 8.9
hereof, but only so long as such Liens remain subject to the terms of the
Intercreditor Agreement.

       

      Section 8.12.      Subordinated
Debt.  (a) The Obligations shall at all times constitute
“Senior Debt” or “Senior Indebtedness” (or words of like import) under any
indenture, instrument, or agreement relating to any Subordinated Debt
(including, without limitation, the Second Lien Subordinated Debt and the Senior
Subordinated Convertible Notes).  In addition, the Obligations shall
at all times constitute “Designated Senior Indebtedness” (or words of like
import) under the Senior Subordinated Convertible Notes Indenture (or any
indenture, agreement, or instrument entered into in connection with any
permitted refinancing or replacement thereof), and the Administrative Agent
shall be designated in the Senior Subordinated Convertible Notes Indenture (or
any indenture, agreement, or instrument entered into in connection with any
permitted refinancing or replacement thereof) as being permitted to give payment
blockage notice(s) thereunder on behalf of the Lenders.  


      
        
           


        

        
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      (b)     Except
as otherwise specified below, the Borrower shall not (i) amend or modify
any of the terms or conditions relating to Subordinated Debt, (ii) make any
voluntary prepayment of Subordinated Debt or effect any voluntary redemption
thereof, (iii) make any cash payments in connection with any conversion of
any such Subordinated Debt, or (iv) make any payment on account of
Subordinated Debt which is prohibited under the terms of any instrument or
agreement subordinating the same to the Obligations.  Notwithstanding
the foregoing, (x) with prior written notice to the Administrative Agent
and the Lenders, the Borrower may agree to a decrease in the interest rate
applicable thereto or to a deferral of repayment of any of the principal of or
interest on the Subordinated Debt beyond the current due dates therefor or to
any other amendment or modifications of any Subordinated Debt not adverse to the
Lenders (other than amendments or modifications of the relevant subordination
provisions thereof which requires the affirmative consent of the Required
Lenders), and (y) with prior written notice to the Administrative Agent and
the Lenders (which notice may be given the same day as the anticipated
consummation of the transaction addressed in the notice), the Borrower may
voluntarily prepay, redeem, or repurchase all or any part of outstanding
Subordinated Debt if at the time of any such payment and after giving effect
thereto no Default or Event of Default exists, which notice shall be accompanied
by a duly executed officer's certificate (in form and substance acceptable to
the Administrative Agent) certifying the amount of the Subordinated Debt to be
voluntarily prepaid, redeemed, or repurchased, the payment or purchase price
thereof, and that at the time of any such payment and after giving effect
thereto no Default or Event of Default exists.  In the event any
“fundamental change” (as defined in the Senior Subordinated Convertible Notes
Indenture or any indenture, instrument, or agreement entered into in connection
with any Subordinated Debt that constitutes a permitted refinancing or
replacement thereof) occurs or any other event occurs or condition exists which
requires the Borrower to prepay, redeem, or repurchase all or any part of
outstanding Subordinated Debt prior to its originally scheduled maturity and/or
pay cash in connection with any conversion of any Senior Subordinated
Convertible Notes (or any Subordinated Debt that constitutes a permitted
refinancing or replacement thereof), the Borrower shall provided written notice
of such “fundamental change,” event, or condition to the Administrative Agent
and the Lenders at the time it gives (or is required to give) notice thereof to
the holders of the relevant Subordinated Debt (or in the case of a conversion,
promptly after receipt of a notice of conversion) and, so long as no Default or
Event of Default exists at the time of any such payment or would arise after
giving effect thereto, the Borrower shall also be permitted hereby to make such
payment (it being understood and agreed that if prior to making any such payment
or after giving effect thereto a Default or Event of Default exists or would
arise, then the “fundamental change,” event, or condition giving rise to such
required payment shall constitute an Event of Default for all purposes of this
Agreement).

       

      Section 8.13.      Mergers, Consolidations and Sales or
Transfers of Assets.  (a)  The Borrower will not, and
will not permit any Restricted Subsidiary to, enter into any transaction of
merger or consolidation or transfer, sell, assign, lease, or otherwise dispose
of all or a substantial part of its properties or assets to any Person, except
that:


      
        
           


        

        
          -40-

          
            

          

        

        
           


        

      

       

      (1)      
any Restricted Subsidiary may merge or consolidate with or into the Borrower or
any other Restricted Subsidiary (other than the Insurance Subsidiary) so long as
in any merger or consolidation involving the Borrower, the Borrower shall be the
surviving or continuing corporation;

       

      (2)      
the Borrower may merge or consolidate with any other Person provided that (i) the
Borrower shall be the surviving and continuing corporation; and (ii) at the time
of such consolidation or merger and after giving effect thereto, no Default or
Event of Default shall have occurred and be continuing; 

       

      (3)      
any Restricted Subsidiary may sell or convey all or substantially all of its
assets to the Borrower or to another Restricted Subsidiary (other than the
Insurance Subsidiary); and

       

      (4)      
the Borrower or any Restricted Subsidiary may sell all or a substantial part of
the assets of the Borrower and its Restricted Subsidiaries pursuant to, and in
compliance with, Section 10.4 of the Company Security Agreement and
Section 10.4 of the Subsidiary Security Agreement.

       

      (b)     The
Borrower will not permit any Restricted Subsidiary to issue or sell any shares
of stock of any class or any partnership interest, membership interest or other
equity interest of any type (including for the purposes of this
Section 8.13, any warrants, rights or options to purchase or otherwise
acquire any such equity interest or other Securities exchangeable for or
convertible into any such equity interest) of such Restricted Subsidiary to any
Person other than the Borrower or a Restricted Subsidiary (other than the
Insurance Subsidiary), except for the purpose of qualifying
directors.

       

      (c)     The
Borrower will not sell, transfer, or otherwise dispose of any shares of stock,
partnership interest, membership interest or other equity interest in any
Restricted Subsidiary (except (i) to qualify directors and (ii) the pledge of
the Pledged Collateral under the Company Security Agreement and any transfer or
sale thereof pursuant to, and in compliance with, Section 10.4 of the
Company Security Agreement) or any Indebtedness of any Restricted Subsidiary,
and will not permit any Restricted Subsidiary to sell, transfer or otherwise
dispose of (except (i) to the Borrower or a Restricted Subsidiary or (ii) the
pledge of the Pledged Collateral under the Subsidiary Security Agreement and any
transfer or sale thereof pursuant to, and in compliance with, Section 10.4
of the Subsidiary Security Agreement) any such shares of stock, partnership
interest, membership interest or other equity interest or any Indebtedness of
any other Restricted Subsidiary, unless:

       

      (1)      
simultaneously with such sale, transfer, or disposition, all such interests and
all Indebtedness of such Restricted Subsidiary at the time owned by the Borrower
and by every other Restricted Subsidiary shall be sold, transferred or disposed
of as an entirety;


      
        
           


        

        
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      (2)      
the Board of Directors of the Borrower shall have determined, as evidenced by a
resolution thereof, that the retention of such interest and Indebtedness is no
longer in the best interests of the Borrower or the Lenders;

       

      (3)      
such interest and Indebtedness is sold, transferred or otherwise disposed of to
a Person, for a cash consideration and on terms reasonably deemed by the Board
of Directors to be adequate and satisfactory;

       

      (4)      
the Restricted Subsidiary being disposed of shall not have any continuing
investment in the Borrower or any other Restricted Subsidiary not being
simultaneously disposed of; and

       

      (5)      
such sale or other disposition does not involve a substantial part (as
hereinafter defined) of the assets of the Borrower and its Restricted
Subsidiaries.

       

      (d)     As
used in this Section 8.13, in the case of the sale, lease or other
disposition of any assets, such assets shall be deemed to be a “substantial
part” of the assets of the Borrower and its Restricted Subsidiaries if
(x) such assets, together with all other assets (i) sold, leased or
otherwise disposed of by the Borrower and its Restricted Subsidiaries or (ii)
subject to any waiver or supplemental agreement of the Company Security
Agreement or the Subsidiary Security Agreement, in each case during the period
of 12 months ending with the date of such sale, lease or disposition,
contributed more than 15% of EBIT of the Borrower and its Restricted
Subsidiaries determined as of the end of the fiscal year immediately preceding
such sale or disposition, or (y) the book value of such assets, when added
to the book value of all other assets of the Borrower and its Restricted
Subsidiaries (i)  sold or otherwise disposed of by the Borrower and
its Restricted Subsidiaries or (ii) subject to any waiver or supplemental
agreement of the Company Security Agreement or the Subsidiary Security
Agreement, in each case, during the period of 12 months ending with the date of
such sale or disposition, exceeds 10% of the book value of all Receivables
determined as of the end of the fiscal year immediately preceding such sale or
disposition.

       

      (e)     Nothing
in this Section 8.13 shall prohibit the Borrower from transferring,
selling, assigning, leasing, subleasing or otherwise disposing of an
insubstantial part of its properties or assets, excluding Receivables of the
Borrower and its Restricted Subsidiaries, to any Person from time to time, in
the ordinary course.

       

      Section 8.14.      Lease-Backs.  The
Borrower will not, and will not permit any Restricted Subsidiary to, enter into
any arrangements, directly or indirectly, with any Person, whereby the Borrower
or any Restricted Subsidiary shall sell or transfer any Property, whether now
owned or hereafter acquired, used or useful in their respective businesses in
connection with the rental or lease of the Property so sold or transferred or of
other Property which the Borrower or any Restricted Subsidiary intends to use
for substantially the same purpose or purposes as the Property so sold or
transferred.


      
        
           


        

        
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      Section 8.15.      Guaranties.  The
Borrower will not and will not permit any Restricted Subsidiary to become or be
liable in respect of any Guaranty except: (a) Guaranties of the Borrower which
are limited in amount to a stated maximum dollar exposure and are permitted
under Sections 8.9 and 8.10, (b) the Subsidiary Guaranty Agreement,
and (c) Guaranties by any Restricted Subsidiary (other than the Insurance
Subsidiary) of the Second Lien Subordinated Debt, so long as such Guaranties are
at all times subject to the Intercreditor Agreement.

       

      Section 8.16.      Limitation on
Restrictions.  Except as provided herein or in the instruments
and documents evidencing the Second Lien Subordinated Debt or otherwise relating
thereto which are at all times subject to the Intercreditor Agreement, the
Borrower shall not and shall not permit any of its Restricted Subsidiaries
directly or indirectly to create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to:  (1) pay dividends or make any
other distribution on any of such Restricted Subsidiary’s capital stock or other
equity interests owned by the Borrower or any Restricted Subsidiary of the
Borrower; (2) pay any indebtedness owed to the Borrower or any other
Restricted Subsidiary; (3) make loans or advances to the Borrower or any
other Restricted Subsidiary; or (4) transfer any of its property or assets
to the Borrower or any other Restricted Subsidiary.  The Borrower
shall not enter into any indenture, instrument, or other agreement for
Indebtedness for Borrowed Money which contains, or amend any terms of any such
indenture, instrument, or agreement which would result in any such indenture,
instrument, or agreement having, covenants or defaults more burdensome on the
Borrower or any Restricted Subsidiary than the covenants and defaults provided
for in this Agreement and the other Loan Documents.

       

      Section 8.17.      Transactions with
Affiliates.  The Borrower will not, and will not permit any
Restricted Subsidiary to, enter into or be a party to, any transaction or
arrangement with any Affiliate (including without limitation, the purchase from,
sale to or exchange of property with, or the rendering of any service by or for,
any Affiliate), except in the ordinary course of and pursuant to the reasonable
requirements of the Borrower’s or such Restricted Subsidiary’s business and upon
fair and reasonable terms no less favorable to the Borrower or such Restricted
Subsidiary than would be obtained in a comparable arm’s-length transaction with
a Person other than an Affiliate.

       

      Section 8.18.     
Investments.  The
Borrower will not, and will not permit any Restricted Subsidiary to make any
Investment except:

       

      (a)      
Investments in obligations of the United States of America (or any agency
thereof for which the full faith and credit of the United States of America is
pledged for the repayment of principal and interest thereof) maturing in twelve
months or less from the date of acquisition thereof;

       

      (b)      
certificates of deposit of any banking institution with combined capital and
surplus of at least $500,000,000, maturing in twelve months or less from the
date of acquisition thereof which, at the time of acquisition by the Borrower or
any Restricted Subsidiary, is accorded the rating of A or better by S&P and
A2 or better by Moody’s, or if S&P and/or Moody’s is no longer rating any
such certificates of deposit, then an equivalent rating by any other nationally
recognized credit rating agency of similar standing;


      
        
           


        

        
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      (c)      
Loans, advances and extensions of credit to or for the benefit of
consumer/borrowers in the ordinary course of business in accordance with
Section 8.6 hereof;

       

      (d)      
Investments by the Borrower or any Restricted Subsidiary in and to any other
Restricted Subsidiary provided, however,
Investments by the Borrower or any Restricted Subsidiary in and to the Insurance
Subsidiary shall not from and after January 1, 2010 exceed $750,000 in the
aggregate;

       

      (e)      
Investments in commercial paper maturing in 270 days or less from the date of
issuance thereof which, at the time of acquisition by the Borrower or any
Restricted Subsidiary, is accorded the rating of P1 or better by S&P and A1
or better by Moody’s, or if S&P and/or Moody’s is no longer rating any such
commercial paper, then an equivalent rating by any other nationally recognized
credit rating agency of similar standing; or

       

      (f)      
Investments by the Borrower in option agreements or other convertible bond
hedging arrangements entered into substantially concurrently with the issuance
of the Senior Subordinated Convertible Notes (and on terms previously disclosed
in writing by the Borrower to the Lenders) and maintained solely for purposes of
hedging the Borrower’s obligation to issue common stock to the holders of the
Senior Subordinated Convertible Notes in connection with any exercise of their
conversion rights pursuant to the terms of the Senior Subordinated Convertible
Note Indenture; or

       

      (g)      
Investments by the Borrower in WAC de México, S.A. de C.V., SOFOM, ENR
and Servicios World Acceptance Corporation de México, S. de R.L.
de C.V. (collectively, the “Mexican Subsidiaries”) in an
aggregate amount not to exceed $60,000,000 at any one time outstanding;
and

       

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

       

      Section 8.19.      Termination of Pension
Plans.  The Borrower will not and will not permit any
Subsidiary to withdraw from any Multiemployer Plan or permit any employee
benefit plan maintained by it to be terminated if such withdrawal or termination
could result in withdrawal liability (as described in Part 1 of Subtitle E of
Title IV of ERISA) or the imposition of a Lien on any Property of the Borrower
or any Subsidiary pursuant to Section 4068 of ERISA.


      
        
           


        

        
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      Section 8.20.      Reports and Rights of
Inspection.  The Borrower will keep, and will cause each
Subsidiary to keep, proper books of record and account in which full and correct
entries will be made of all dealings or transactions of or in relation to the
business and affairs of the Borrower or such Subsidiary, in accordance with GAAP
consistently maintained (except for changes disclosed in the financial
statements furnished to the Lenders pursuant to this Section 8.20 and
concurred in by the independent public accountants referred to in
paragraph (b) hereof), and will furnish to each Lender, the Administrative
Agent and the Collateral Agent (in duplicate if so specified below or otherwise
requested):

       

      (a)      
Quarterly
Statements.  As soon as available and in any event within
45 days after the end of each quarterly fiscal period (except the last) of
each fiscal year, a copy of:

       

      (1)         
consolidated and consolidating balance sheets of the Borrower and its Restricted
Subsidiaries as of the close of such quarter and, in the case of the
consolidated balance sheets, setting forth in comparative form the amount for
the corresponding period of the preceding fiscal year,

       

      (2)         
consolidated and consolidating statements of income and retained earnings of the
Borrower and its Restricted Subsidiaries for the portion of the fiscal year
ending with such quarter and, in the case of the consolidated statements of
income and retained earnings, setting forth in comparative form the amount for
the corresponding period of the preceding fiscal year,

       

      (3)         
consolidated and consolidating statements of changes in financial position of
the Borrower and its Restricted Subsidiaries for the portion of the fiscal year
ending with such quarter and, in the case of the consolidated statements of
changes in financial position, setting forth in comparative form the amount for
the corresponding period of the preceding fiscal year, and

       

      (4)         
consolidated and consolidating statements of cash flows of the Borrower and its
Restricted Subsidiaries for the portion of the fiscal year ending with such
quarter and, in the case of the consolidated statements of cash flows, setting
forth in comparative form the consolidated figures for the corresponding period
of the preceding fiscal year,

       

      all in
reasonable detail and certified as complete and correct, by an authorized
financial officer of the Borrower;

       

      (b)      
Annual
Statements.  As soon as available and in any event within 120
days after the close of each fiscal year of the Borrower, a copy
of:

       

      (1)         
consolidated and consolidating balance sheets of the Borrower and its Restricted
Subsidiaries as of the close of such fiscal year,


      
        
           


        

        
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      (2)         
consolidated and consolidating statements of income and retained earnings and
changes in financial position of the Borrower and its Restricted Subsidiaries
for such fiscal year, and

       

      (3)         
consolidated and consolidating statements of changes in cash flows of the
Borrower and its Restricted Subsidiaries for such fiscal year,

       

      in each
case setting forth in comparative form the consolidated figures for the
preceding fiscal year, all in reasonable detail and accompanied by an opinion,
unqualified as to scope limitations imposed by the Borrower and otherwise
without qualification except as therein noted, thereon of a firm of independent
public accountants of recognized national standing selected by the Borrower to
the effect that the consolidated financial statements have been prepared in
accordance with GAAP consistently applied (except for noted changes in
application in which such accountants concur) and present fairly the financial
condition of the Borrower and its Restricted Subsidiaries and that the
examination of such accountants in connection with such financial statements has
been made in accordance with generally accepted auditing standards and
accordingly, includes such tests of the accounting records and such other
auditing procedures as were considered necessary in the
circumstances;

       

      (c)      
Audit
Reports.  Promptly upon receipt thereof, one copy of each
interim or special audit made by independent accountants of the books of the
Borrower or any Restricted Subsidiary and any written communications received
from such accountants and the Borrower’s response, if any, to such written
communications;

       

      (d)      
SEC and Other
Reports.  Promptly upon their becoming available, one copy of
each financial statement, report, notice, proxy statement or statement of
additional information sent by the Borrower to stockholders generally and of
each regular or periodic report, and any registration statement or prospectus
filed by the Borrower or any Subsidiary with any securities exchange or the
Securities and Exchange Commission or any successor agency, and copies of any
orders in any proceedings to which the Borrower or any of its Subsidiaries is a
party, issued by any governmental agency, Federal or state, having jurisdiction
over the Borrower or any of its Subsidiaries;

       

      (e)      
Other Requested
Information.  With reasonable promptness, (i) upon the
request of the Administrative Agent, books and records consisting of data tape
information and such other documentation and information as the Administrative
Agent may request and reports setting forth an aging of Receivables and detailed
delinquency report, in a form acceptable to the Administrative Agent, and
(ii) such other data and information as the Administrative Agent, the
Collateral Agent, or any Lender may reasonably request, including at the request
of the Administrative Agent ;


      
        
           


        

        
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      (f)      
Officers’
Certificates.  Within the periods provided in paragraphs
(a) and (b) above, a certificate of an authorized financial officer of the
Borrower in the form of Exhibit F hereto (or in such other form acceptable
to the Administrative Agent) stating that such officer has reviewed the
provisions of this Agreement and setting forth:  (i) the
information and computations (in sufficient detail) required in order to
determine whether the Borrower was in compliance with the requirements of
Sections 8.7 through Sections 8.18, both inclusive, at the end of the
period covered by the financial statements then being furnished, and (ii)
whether, to the best of such officer’s knowledge, there existed as of the date
of such financial statements and whether, to the best of such officer’s
knowledge, there exists on the date of the certificate or existed at any time
during the period covered by such financial statements any Default or Event of
Default and, if any such condition or event exists on the date of the
certificate, specifying the nature and period of existence thereof and the
action the Borrower is taking and proposes to take with respect thereto;


       

      (g)      
Accountant’s
Certificates.  Within the period provided in paragraph (b)
above, a certificate of the accountants who render an opinion with respect to
such financial statements, stating that they have reviewed this Agreement and
stating further, whether in making their audit, such accountants have become
aware of any Default or Event of Default under any of the terms or provisions of
this Agreement insofar as any such terms or provisions pertain to or involve
accounting matters or determinations, and if any such condition or event then
exists, specifying the nature and period of existence thereof;

       

      (h)      
Unrestricted
Subsidiaries.  Within the respective periods provided in
paragraph (b) above, financial statements of the character and for the dates and
periods as in said paragraph (b) provided covering each Unrestricted Subsidiary
(or groups of Unrestricted Subsidiaries on a consolidated basis);

       

      (i)      
Loan Loss Reserve
Report.  On or before the twenty-fifth day of every month, a
loan loss reserve report with respect to the Borrower and its Restricted
Subsidiaries for the immediately preceding month in form and substance
reasonably satisfactory to the Administrative Agent and the Required
Lenders;

       

      (j)      
Loan Charge-off Recovery
Report.  On or before the twenty-fifth day of every month, a
loan charge-off recovery report with respect to the Borrower and its Restricted
Subsidiaries for the prior month in form and substance reasonably satisfactory
to the Administrative Agent and the Required Lenders;

       

      (k)      
Borrowing Base
Certificate.  On or before the twenty-fifth day of every month,
a Borrowing Base Certificate substantially in the form attached hereto as
Exhibit E calculated as of the last day of the immediately preceding month
duly signed by the Borrower’s chief financial officer or such other officer of
the Borrower acceptable to the Administrative Agent; 

       

      (l)      
Annual
Budget.  As soon as available, and in any event within 90 days
after the close of each fiscal year of the Borrower, a copy of the Borrower’s
consolidated annual budget for the current fiscal year, such annual budget to
show the Borrower’s projected consolidated revenues, expenses, and balance sheet
on month-by-month basis, such annual budget to be in reasonable detail prepared
by the Borrower and in form reasonably satisfactory to the Administrative Agent
and the Required Lenders; 

      

        
          
             


          

          
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      (m)      
Notice of Change of
Control.  Promptly upon the occurrence of any Change of
Control, notice of such Change of Control; and 

       

      (n)      
Subordinated Debt Deliveries
and Notices.  Promptly upon issuance or receipt, copies of all
material reports, certificates and notices delivered by the Borrower to the
holders of any Subordinated Debt and copies of all material notices or demands
received by the Borrower from one or more holders of Subordinated
Debt.

       

      Without
limiting the foregoing, the Borrower will permit the Administrative Agent, each
Lender and the Collateral Agent (or such Persons as any Lender or the Collateral
Agent may designate) to visit and inspect, any of the properties of the Borrower
or any Subsidiary, to inspect any other Collateral, to examine all their books
of account, records, reports and other papers, to make copies and extracts
therefrom, and to discuss their respective affairs, finances and accounts with
their respective officers, employees, and independent public accountants (and by
this provision the Borrower authorizes said accountants to discuss with such
Persons the finances and affairs of the Borrower and its Subsidiaries) all at
such reasonable times and as often as may be reasonably
requested.  Any visitation, inspection or discussion shall be at the
sole cost and expense of the Borrower; provided, however, that prior
to the occurrence of a Default or Event of Default, the Borrower shall bear such
costs and expenses not more frequently than once per calendar year.

       

      Section
8.21.     Post-Closing.  Within
thirty (30) days following the Effective Date, the Borrower shall have delivered
to the Administrative Agent the original stock certificate representing 100% of
the equity interests of World Finance Corporation of Wisconsin together with
duly executed stock powers therefor in form and substance acceptable to the
Administrative Agent.

       

      
        Section 9.           
Events of Default and Remedies.

      

       

      Section 9.1.       
Events of
Default.  Any one or more of the following shall constitute an
Event of Default:

       

      (a)      
Default shall occur in the payment of interest on any Loan or any other sums
(other than for principal on the Loan) required to be paid pursuant to this
Agreement or any other Loan Document when the same shall have become due and
such default shall continue for more than five days; or

       

      (b)      
Default shall occur in the making of any required prepayment of principal on any
of the Loans when due; or

       

      (c)      
Default shall occur in the making of any other payment of the principal of any
Loan at the expressed or any accelerated maturity date or at any date fixed for
prepayment; or


      
        
           


        

        
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      (d)      
Default shall occur in the observance or performance of any covenant or
agreement contained in Sections 8.7 through 8.18 hereof, both inclusive;
or

       

      (e)      
The Borrower shall, without the prior written consent of the Required Lenders,
make any voluntary prepayment, or enter into any amendment changing any payment
due dates, on any Subordinated Debt except as permitted by this Agreement;
or

       

      (f)      
Default shall occur in the observance or performance of any other provision of
this Agreement or any other Loan Document which is not remedied within
30 days after the earlier to occur of (i) the date on which such
failure shall first become known to any officer of the Borrower or (ii) the
date on which notice thereof is given to the Borrower; or

       

      (g)      
An “Event of Default” shall occur under any indenture, instrument, or agreement
setting forth the terms and conditions applicable to any Subordinated Debt; or
any subordination provision in any document or instrument (including, without
limitation, the Intercreditor Agreement) relating to any Subordinated Debt or
any Liens securing any Subordinated Debt shall cease to be in full force and
effect or any Person (including the holder of any Subordinated Debt) shall
contest in any manner the validity, binding nature or enforceability of any such
provision; or

       

      (h)      
Default by the Borrower or any Subsidiary of any of its obligations under any
interest rate, currency, commodity, or equity option or hedging agreement
(including any option or convertible bond hedging agreement entered into in
connection with the issuance of the Senior Subordinated Convertible Notes);
or

       

      (i)      
Default shall be made in the payment when due (whether by lapse of time, by
declaration, by call for redemption or otherwise) of the principal of or
interest or premium on any Indebtedness for Borrowed Money in excess of
$1,000,000 (other than the Loans) of the Borrower or any Subsidiary,
individually or in the aggregate, and such default shall continue beyond the
period of grace, if any, allowed with respect thereto; or

       

      (j)      
Default or the happening of any event shall occur under any indenture,
agreement, or other instrument under which any Indebtedness for Borrowed Money
in excess of $1,000,000 of the Borrower or any Subsidiary (other than this
Agreement or the Subsidiary Guaranty Agreement), individually or in the
aggregate, may be issued and such default or event shall continue for a period
of time sufficient to permit the acceleration of the maturity of any
Indebtedness for Borrowed Money of the Borrower or any Subsidiary outstanding
thereunder; or

       

      (k)      
Any representation or warranty made by the Borrower or any Restricted Subsidiary
herein or in any other Loan Document or made by the Borrower or any Restricted
Subsidiary in any statement or certificate furnished by the Borrower or any
Restricted Subsidiary in connection with the making of any Loans or furnished by
the Borrower or any Restricted Subsidiary pursuant hereto or pursuant to any
other Loan Document is untrue in any material respect as of the date of the
issuance or making thereof; or


      
        
           


        

        
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    (l)       The
Subsidiary Guaranty Agreement shall be held by a court of competent jurisdiction
to be invalid or unenforceable in whole or in part in any respect or shall
otherwise cease to be in full force and effect or the Borrower or any Restricted
Subsidiary takes any action for the purpose of repudiating or rescinding any
Loan Document or the obligations of the Borrower or any Restricted Subsidiary,
respectively, thereunder or the Borrower or any Restricted Subsidiary declares
that the obligations of the Borrower or any Restricted Subsidiary under any Loan
Document are unenforceable; or

     

    (m)     The
Collateral Documents shall cease to be in full force and effect, or shall cease
to give the Collateral Agent the Liens purported to be created thereby or, in
the reasonable judgment of the Administrative Agent or the Required Lenders, the
practical realization of the benefits of the Liens purported to be created
thereby; or

     

    (n)     Final
judgment or judgments for the payment of money aggregating in excess of $100,000
is or are outstanding against the Borrower or any Subsidiary or against any
property or assets of either and any one of such judgments has remained unpaid,
unvacated, unbonded or unstayed by appeal or otherwise for a period of
30 days from the date of its entry; or

     

    (o)     The
Borrower or any member of its Controlled Group shall fail to pay when due an
amount or amounts aggregating in excess of $100,000 which it shall have become
liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice
of intent to terminate a Plan or Plans having aggregate Unfunded Vested
Liabilities in excess of $100,000 (collectively, a “Material Plan”) shall be
filed under Title IV of ERISA by the Borrower or any other member of its
Controlled Group, any plan administrator or any combination of the foregoing; or
the PBGC shall institute proceedings under Title IV of ERISA to terminate
or to cause a trustee to be appointed to administer any Material Plan or a
proceeding shall be instituted by a fiduciary of any Material Plan against the
Borrower or any member of its Controlled Group to enforce Section 515 or
4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30
days thereafter; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Material Plan must be
terminated; or

     

    (p)      A
custodian, trustee or receiver is appointed for the Borrower or any Subsidiary
or for the major part of the property of either and is not discharged within 45
days after such appointment; or

     

    (q)      The
Borrower or any Subsidiary becomes insolvent or bankrupt, is generally not
paying its debts as they become due or makes an assignment for the benefit of
creditors, or the Borrower or any Subsidiary causes or suffers an order for
relief to be entered with respect to it under applicable Federal bankruptcy law
or applies for or consents to the appointment of a custodian, trustee or
receiver for the Borrower or such Subsidiary or for the major part of the
property of either; or

     

    
      
        
        

      

      
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    (r)       Bankruptcy,
reorganization, arrangement or insolvency proceedings, or other proceedings for
relief under any bankruptcy or similar law or laws for the relief of debtors,
are instituted by or against the Borrower or any Subsidiary and, if instituted
against the Borrower or any Subsidiary, are consented to or are not dismissed
within 60 days after such institution; or

     

    (s)   
  any Change of Control shall occur.

     

    Section 9.2.     Notice to
Lenders.  When any Default or Event of Default described in the
foregoing Section 9.1 has occurred, or if any Lender or the holder of any
other evidence of Indebtedness of the Borrower gives any notice or takes any
other action with respect to a claimed default, the Borrower agrees to give
notice within three business days (except as otherwise specifically provided
herein) of such event to all Lenders, such notice to be in writing and sent by
registered or certified mail or by telegram.

     

    Section 9.3.     Non-Bankruptcy
Defaults.  When any Event of Default other than those described
in Sections (p), (q) or (r) of Section 9.1 hereof with respect to the
Borrower has occurred and is continuing, the Administrative Agent shall, if so
directed by the Required Lenders, by notice to the Borrower, take either or both
of the following actions:

     

    (a)      terminate
the remaining Commitments of the Lenders hereunder on the date stated in such
notice (which may be the date thereof); and

     

    (b)     declare
the principal of and the accrued interest on all outstanding Loans of the
Borrower to be forthwith due and payable and thereupon all of said Loans,
including both principal and interest, shall be and become immediately due and
payable together with all other amounts payable under this Agreement and the
other Loan Documents without further demand, presentment, protest or notice of
any kind.

     

    The
Administrative Agent, after giving notice to the Borrower pursuant to this
Section 9.3, shall also promptly send a copy of such notice to the other
Lenders, but the failure to do so shall not impair or annul the effect of such
notice.

     

    Section 9.4.       Bankruptcy
Defaults.  When any Event of Default described in
Sections (p), (q) or (r) of Section 9.1 hereof with respect to the
Borrower has occurred and is continuing, then all outstanding Loans, both for
principal and interest, shall immediately become due and payable together with
all other amounts payable under this Agreement and the other Loan Documents
without presentment, demand, protest or notice of any kind, and the obligation
of the Lenders to extend further credit pursuant to any of the terms hereof
shall immediately terminate.

     

    Section 9.5.       Expenses.  The
Borrower agrees to pay to the Administrative Agent and each Lender, or any other
holder of any Obligations, all costs and expenses incurred or paid by the
Administrative Agent and such Lender or any such holder, including reasonable
attorneys’ fees and court costs, in connection with any Default or Event of
Default by the Borrower hereunder or in connection with the enforcement of any
of the terms hereof or of the other Loan Documents (including all such costs and
expenses incurred in connection with any proceeding under the United States
Bankruptcy Code involving the Borrower or any Restricted Subsidiary as a
debtor).

     

    
      
        
        

      

      
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      Section 10.       Change
In Circumstances.

    

     

    Section 10.1.       Change of
Law.  Notwithstanding any other provisions of this Agreement or
any other Loan Document, if at any time after the date hereof any change in
applicable law or regulation or in the interpretation thereof makes it unlawful
for any Lender to make or continue to maintain Eurodollar Loans or to give
effect to its obligations as contemplated hereby, such Lender shall promptly
give notice thereof to the Borrower, with a copy to the Administrative Agent,
and such Lender’s obligations to make or maintain Eurodollar Loans under this
Agreement shall terminate and shall not revive until it is no longer unlawful
for such Lender to make or maintain Eurodollar Loans.  The Borrower
shall prepay on demand the outstanding principal amount of any such affected
Eurodollar Loans, together with all interest accrued thereon and all other
amounts then due and payable to such Lender under this Agreement; provided, however, subject to all of
the terms and conditions of this Agreement, the Borrower may then elect to
borrow the principal amount of the affected Eurodollar Loan from such Lender by
means of a Base Rate Loan from such Lender that shall not be made ratably by the
Lenders but only from such affected Lender.

     

    Section 10.2.       Unavailability of Deposits or
Inability to Ascertain, or Inadequacy of, LIBOR.  If on or
prior to the first day of any Interest Period for any Borrowing of Eurodollar
Loans:

     

    (a)       the
Administrative Agent advises the Borrower that deposits in United States Dollars
(in the applicable amounts) are not being offered to it in the off-shore U.S.
Dollar interbank market for such Interest Period, or

     

    (b)       Lenders
having 51% or more of the aggregate amount of the Commitments advise the
Administrative Agent that LIBOR as determined by the Administrative Agent will
not adequately and fairly reflect the cost to such Lenders of funding their
Eurodollar Loans for such Interest Period,

     

    then the
Administrative Agent shall forthwith give notice thereof to the Borrower and the
Lenders, whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, the obligations of
the Lenders to make Eurodollar Loans shall be suspended.

     

    Section 10.3.       Increased Cost and Reduced
Return.  (a) If on or after the date hereof the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

     

    
      
        
        

      

      
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    (i)       shall
subject any Lender (or its Lending Office) to any tax, duty or other charge with
respect to its Eurodollar Loans, its Notes or its obligation to make Eurodollar
Loans, or shall change the basis of taxation of payments to any Lender (or its
Lending Office) of the principal of or interest on its Eurodollar Loans or any
other amounts due under this Agreement in respect of its Eurodollar Loans or its
obligation to make Eurodollar Loans (except for changes in the rate of tax on
the overall net income of such Lender or its Lending Office imposed by the
jurisdiction in which such Lender’s principal executive office or Lending Office
is located); or

     

    (ii)      shall
impose, modify or deem applicable any reserve, special deposit or similar
requirement (including, without limitation, any such requirement imposed by the
Board of Governors of the Federal Reserve System, but excluding with respect to
any Eurodollar Loans any such requirement included in an applicable Eurodollar
Reserve Percentage) against assets of, deposits with or for the account of, or
credit extended by, any Lender (or its Lending Office) or shall impose on any
Lender (or its Lending Office) or on the interbank market any other condition
affecting its Eurodollar Loans, its Notes or its obligation to make Eurodollar
Loans;

     

    and the
result of any of the foregoing is to increase the cost to such Lender (or its
Lending Office) of making or maintaining any Eurodollar Loan, or to reduce the
amount of any sum received or receivable by such Lender (or its Lending Office)
under this Agreement or under its Notes with respect thereto, by an amount
deemed reasonably and in good faith by such Lender to be material, then, within
fifteen (15) days after demand by such Lender (with a copy to the Administrative
Agent), the Borrower shall be obligated to pay to such Lender such additional
amount or amounts as will compensate such Lender for such increased cost or
reduction (computed commencing on the effective date of any event mentioned
herein).  Each Lender agrees to use its best efforts to give the
Borrower notice of the occurrence of any event mentioned herein.

     

    (b)       If
after the date hereof any Lender shall have determined that the adoption of any
applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Lending Office) with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Lender’s capital, or on the capital of any corporation controlling such
Lender, as a consequence of its obligations hereunder to a level below that
which such Lender could have achieved but for such adoption, change or
compliance (taking into consideration such Lender’s policies with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, within fifteen (15) days after demand by such Lender (with a copy
to the Administrative Agent), the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender for such
reduction.

     

    
      
        
        

      

      
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    Section 10.4.       Lending
Offices.  Each Lender may, at its option, elect to make its
Loans hereunder at the branch, office or affiliate specified on the appropriate
signature page hereof (each a “Lending Office”) for each
type of Loan available hereunder or at such other of its branches, offices or
affiliates as it may from time to time elect and  designate in a
notice to the Borrower and the Administrative Agent.

     

    Section 10.5.       Discretion of Lender as to Manner of
Funding.  Notwithstanding any other provision of this
Agreement, each Lender shall be entitled to fund and maintain its funding of all
or any part of its Loans in any manner it sees fit, it being understood,
however, that for the purposes of this Agreement all determinations hereunder
shall be made as if each Lender had actually funded and maintained each
Eurodollar Loan through the purchase of deposits in the interbank market having
a maturity corresponding to such Loan’s Interest Period and bearing an interest
rate equal to LIBOR for such Interest Period.

     

    
      Section 11.       The
Administrative Agent.

    

     

    Section 11.1.       Appointment and
Authorization.  Each Lender hereby irrevocably appoints Bank of
Montreal its Administrative Agent under this Agreement and the other Loan
Documents and hereby authorizes the Administrative Agent to take such action as
Administrative Agent and on its behalf and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to the Administrative
Agent by the terms hereof, together with such powers as are reasonably
incidental thereto. The Lenders expressly agree that the Administrative Agent is
not acting as a fiduciary of the Lenders in respect of the Loan Documents, the
Borrower or otherwise, and nothing herein or in any of the other Loan Documents
shall result in any duties or obligations on the Administrative Agent or any of
the Lenders except as expressly set forth herein.

     

    Section 11.2.       Administrative Agent and
Affiliates.  The Administrative Agent shall have the same
rights and powers under this Agreement and the other Loan Documents as any other
Lender and may exercise or refrain from exercising the same as though it were
not an Administrative Agent, and the Administrative Agent and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or affiliate of the Borrower as if
it were not an Administrative Agent hereunder and thereunder.

     

    Section 11.3.       Action by Administrative
Agent.  If the Administrative Agent receives from the Borrower
a written notice of an Event of Default pursuant to Section 9.2 hereof, the
Administrative Agent shall promptly give each of the Lenders written notice
thereof.  The obligations of the Administrative Agent under the Loan
Documents are only those expressly set forth therein.  Without
limiting the generality of the foregoing, the Administrative Agent shall not be
required to take any action hereunder with respect to any Default or Event of
Default, except as expressly provided in Sections 9.3.  Upon the
occurrence of an Event of Default, the Administrative Agent shall instruct the
Collateral Agent to take such action to enforce its Lien on the Collateral and
to preserve and protect the Collateral as may be directed by the Required
Lenders.  Unless and until the Required Lenders give such direction,
the Administrative Agent and the Collateral Agent may (but shall not be
obligated to) take or refrain from taking such actions as it deems appropriate
and in the best interest of all the Lenders.  In no event, however,
shall the Administrative Agent or the Collateral Agent be required to take any
action in violation of applicable law or of any provision of any Loan Document,
and the Administrative Agent and the Collateral Agent shall in all cases be
fully justified in failing or refusing to act hereunder or under any other Loan
Document unless it first receives any further assurances of its indemnification
from the Lenders that it may require, including prepayment of any related
expenses and any other protection it requires against any and all costs,
expense, and liability which may be incurred by it by reason of taking or
continuing to take any such action.  The Administrative Agent shall be
entitled to assume that no Default or Event of Default exists unless notified in
writing to the contrary by a Lender or the Borrower.  In all cases in
which the Loan Documents do not require the Administrative Agent to take
specific action, the Administrative Agent shall be fully justified in using its
discretion in failing to take or in taking any action thereunder.  Any
instructions of the Required Lenders, or of any other group of Lenders called
for under the specific provisions of the Loan Documents, shall be binding upon
all the Lenders and the holders of the Obligations.  The
Administrative Agent shall be acting as an independent contractor hereunder and
nothing herein shall be deemed to impose on the Administrative Agent any
fiduciary obligations to the Lenders or the Borrower.

     

    
      
        
        

      

      
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    Section 11.4.       Consultation with
Experts.  The Administrative Agent may consult with legal
counsel, independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or
experts.

     

    Section 11.5.       Liability of Administrative
Agent.  No Administrative Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or not taken
by it in connection herewith (i) with the consent or at the request of the
Required Lenders or (ii) in the absence of its own gross negligence or willful
misconduct.  Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into or verify (i) any statement, warranty or
representation made in connection with this Agreement or any borrowing hereunder
or any other Loan Document; (ii) the performance or observance of any of the
covenants or agreements of the Borrower or any Subsidiary in any Loan Document;
(iii) the satisfaction of any condition specified in Section 7, except
receipt of items required to be delivered to the Administrative Agent; or (iv)
the validity, effectiveness or genuineness of this Agreement or any other Loan
Document or any other instrument or writing furnished in connection herewith or
of the collectibility of the Obligations or the value, worth, priority, or
perfection of the Collateral or the Liens provided for by the Loan
Documents.  The Administrative Agent shall not incur any liability by
acting in reliance upon any notice, consent, certificate, request or statement
(whether written or oral) or other documents believed by it to be genuine or to
be signed by the proper party or parties and, in the case of legal matters, in
relying on the advice of counsel (including counsel for the
Borrower).  The Administrative Agent need not verify the worth or
existence of the Collateral and may rely exclusively on reports of the Borrower
in computing the Borrowing Base.  The Administrative Agent may treat
the Lenders that are named herein as the holders of the Loans and the
indebtedness contemplated herein.

     

    
      
        
        

      

      
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    Section 11.6.       Indemnification.  Each
Lender shall, ratably in accordance with its Commitments (or, if the Commitments
have been terminated in whole, ratably in accordance with its outstanding
Loans), indemnify the Administrative Agent (to the extent not reimbursed by the
Borrower) against any cost, expense (including reasonable counsels’ fees and
disbursements), claim, demand, action, loss, obligation, damages, penalties,
judgments, suits or liability (except such as result from the Administrative
Agent’s gross negligence or willful misconduct) that the Administrative Agent
may suffer or incur in connection with this Agreement or any other Loan Document
or any action taken or omitted by the Administrative Agent hereunder or
thereunder.  The obligations of the Lenders under this Section shall
survive termination of this Agreement.  The Administrative Agent shall
be entitled to offset amounts received for the account of a Lender under this
Agreement against unpaid amounts due from such Lender to the Administrative
Agent hereunder (whether as fundings of participations, indemnities or
otherwise, and with any amounts offset for the benefit of the Administrative
Agent to be held by it for its own account, but shall not be entitled to offset
against amounts owed to the Administrative Agent by any Lender arising outside
of this Agreement and the other Loan Documents.

     

    Section 11.7.       Credit
Decision.  Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each
Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking any action under this Agreement or any
other Loan Document.

     

    Section 11.8.       Resignation of the Administrative
Agent.  Subject to the appointment and acceptance of a
successor Administrative Agent as provided below, the Administrative Agent may,
with the prior written consent of the Borrower (such consent not to be
unreasonably withheld), resign at any time by giving written notice thereof to
the Lenders and the Borrower.  Upon any such resignation of the
Administrative Agent, the Required Lenders shall have the right to appoint, with
the consent of the Borrower (such consent not to be unreasonably withheld), a
successor Administrative Agent.  If no successor Administrative Agent
shall have been so appointed by the Required Lenders, and shall have accepted
such appointment, within thirty (30) days after the retiring Administrative
Agent’s giving of notice of resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent, which
shall be a commercial bank, or an Affiliate of a commercial bank, having an
office in the United States of America and having a combined capital and surplus
of at least $200,000,000.  Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents.  After any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the
provisions of this Section 11 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative
Agent.

     

    Section 11.9.       Designation of Additional
Agents.  The Administrative Agent shall have the continuing
right, for purposes hereof, at any time and from time to time to designate one
or more of the Lenders (and/or its or their Affiliates) as “co-agent,”
“syndication agents,” “documentation agents,” “arrangers” or other designations
for purposes hereto, but such designation shall have no substantive effect, and
such Lenders and their Affiliates shall have no additional powers, duties or
responsibilities as a result thereof.

     

    
      
        
        

      

      
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    Section 11.10.       Authorization to Release or
Subordinate or Limit Liens. The Administrative Agent is hereby
irrevocably authorized by each of the Lenders to authorize the Collateral Agent
to (a) release any Lien covering any Collateral that is sold, transferred,
or otherwise disposed of in accordance with the terms and conditions of this
Agreement and the relevant Collateral Documents (including a sale, transfer, or
disposition permitted by the terms of Section 8.13 hereof or which has
otherwise been consented to in accordance with Section 12.11 hereof),
(b) release or subordinate any Lien on Collateral consisting of goods
financed with purchase money indebtedness or under a Capital Lease to the extent
such purchase money indebtedness or Capitalized Lease Obligation, and the Lien
securing the same, are permitted by Sections 8.9, 8.10, and 8.11 hereof,
(c) reduce or limit the amount of the indebtedness secured by any
particular item of Collateral to an amount not less than the estimated value
thereof to the extent necessary to reduce mortgage registry, filing and similar
tax, and (d) release Liens on the Collateral following termination or
expiration of the Commitments and payment in full in cash of the
Obligations.

     

    Section 11.11.       Collateral Agent. The Lenders
and the Borrower acknowledge and agree that Harris N.A. has been appointed to
act as Collateral Agent pursuant to the Loan Documents.  The
Collateral Agent shall have all of the benefits and immunities (i) provided
to the Administrative Agent in this Section 11 with respect to any acts
taken or omissions suffered by the Collateral Agent in connection with any Loan
Documents as fully as if the term “Administrative Agent”, as used in this
Section 11, included the Collateral Agent with respect to such acts or
omissions and (ii) as additionally provided in this Agreement and any of
the other Loan Documents with respect to the Collateral Agent.

     

    Section 11.12.       Authorization to Enter into, and
Enforcement of, the Collateral Documents and Intercreditor
Agreement.  The Collateral Agent is hereby irrevocably
authorized by each of the Lenders to execute and deliver the Collateral
Documents and the Administrative Agent and the Collateral Agent, as applicable,
are hereby irrevocably authorized by each of the Lenders to execute and deliver
the Intercreditor Agreement and any other subordination and/or intercreditor
agreement with respect to any Subordinated Debt on behalf of each of the Lenders
and their Affiliates and to take such action and exercise such powers under the
Collateral Documents, the Intercreditor Agreement and such other subordination
and/or intercreditor agreements as the Administrative Agent or the Collateral
Agent considers appropriate, provided neither the
Administrative Agent not the Collateral Agent shall amend the Collateral
Documents, the Intercreditor Agreement or such other subordination and/or
intercreditor agreements unless such amendment is agreed to in writing by the
Required Lenders.  Each Lender acknowledges and agrees that it will be
bound by the terms and conditions of the Collateral Documents, the Intercreditor
Agreement and such other subordination and/or intercreditor agreements upon the
execution and delivery thereof by the Administrative Agent or the Collateral
Agent, as applicable.  Except as otherwise specifically provided for
herein, no Lender (or its Affiliates) other than the Administrative Agent or the
Collateral Agent, as applicable, shall have the right to institute any suit,
action or proceeding in equity or at law for the foreclosure or other
realization upon any Collateral or for the execution of any trust or power in
respect of the Collateral or for the appointment of a receiver or for the
enforcement of any other remedy under the Collateral Documents, the
Intercreditor Agreement or such other subordination and/or intercreditor
agreements; it being understood and intended that no one or more of the Lenders
(or their Affiliates) shall have any right in any manner whatsoever to affect,
disturb or prejudice the Lien of the Collateral Agent under the Collateral
Documents or the rights of the Administrative Agent or any Collateral Agent set
forth in Collateral Documents, the Intercreditor Agreement or any other
subordination and/or intercreditor agreements by its or their action or to
enforce any right thereunder, and that all proceedings at law or in equity shall
be instituted, had, and maintained by the Administrative Agent or the Collateral
Agent, as applicable, in the manner provided for in the relevant Collateral
Documents, Intercreditor Agreement or such other subordination and/or
intercreditor agreements  for the benefit of the Lenders and their
Affiliates.

     

    
      
        
        

      

      
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    Section 11.13.       Hedging
Liability.  By virtue of a Lender’s execution of this Agreement
or an assignment agreement pursuant to Section 12.10 hereof, as the case
may be, any Affiliate of such Lender with whom the Borrower or any Restricted
Subsidiary has entered into an agreement creating Hedging Liability shall be
deemed a Lender party hereto for purposes of any reference in a Loan Document to
the parties for whom the Administrative Agent or the Collateral Agent is acting,
it being understood and agreed that the rights and benefits of such Affiliate
under the Loan Documents consist exclusively of such Affiliate’s right to share
in payments and collections out of the Collateral and the Subsidiary Guaranty
Agreement as more fully set forth in Section 3.4 hereof.  In
connection with any such distribution of payments and collections, or any
request for the release of the Subsidiary Guaranty Agreement and the Collateral
Agent’s Liens in connection with the termination of the Commitments and the
payment in full of the Obligations, the Administrative Agent and the Collateral
Agent shall be entitled to assume no amounts are due to any Lender or its
Affiliate with respect to Hedging Liability unless such Lender has notified the
Administrative Agent and the Collateral Agent in writing of the amount of any
such liability owed to it or its Affiliate prior to such distribution or payment
or release of Subsidiary Guaranty Agreement and Liens.  

     

    
      Section 12.       Miscellaneous.

    

     

    Section 12.1.       Withholding
Taxes.  (a) Payments Free of
Withholding.  Except as otherwise required by law and subject
to Section 12.1(b) hereof, each payment by the Borrower under this
Agreement or the other Loan Documents shall be made without withholding for or
on account of any present or future taxes (other than overall net income taxes
on the recipient) imposed by or within the jurisdiction in which the Borrower is
domiciled, any jurisdiction from which the Borrower makes any payment, or (in
each case) any political subdivision or taxing authority thereof or
therein.  If any such withholding is so required, the Borrower shall
make the withholding, pay the amount withheld to the appropriate governmental
authority before penalties attach thereto or interest accrues thereon, and
forthwith pay such additional amount as may be necessary to ensure that the net
amount actually received by each Lender and the Administrative Agent free and
clear of such taxes (including such taxes on such additional amount) is equal to
the amount which that Lender or the Administrative Agent (as the case may be)
would have received had such withholding not been made.  If the
Administrative Agent or any Lender pays any amount in respect of any such taxes,
penalties or interest, the Borrower shall reimburse the Administrative Agent or
such Lender for that payment on demand in the currency in which such payment was
made.  If the Borrower pays any such taxes, penalties or interest, it
shall deliver official tax receipts evidencing that payment or certified copies
thereof to the Lender or Administrative Agent on whose account such withholding
was made (with a copy to the Administrative Agent if not the recipient of the
original) on or before the thirtieth day after payment.

     

    
      
        
        

      

      
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    (b)       U.S. Withholding Tax
Exemptions.  Each Lender that is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) shall submit to
the Borrower and the Administrative Agent on or before the date hereof or, if
later, the date such financial institution becomes a Lender hereunder, two duly
completed and signed copies of (i) either Form W-8 BEN (relating to
such Lender and entitling it to a complete exemption from withholding under the
Code on all amounts to be received by such Lender, including fees, pursuant to
the Loan Documents and the Obligations) or Form W-8 ECI (relating to all
amounts to be received by such Lender, including fees, pursuant to the Loan
Documents and the Obligations) of the United States Internal Revenue Service or
(ii) solely if such Lender is claiming exemption from United States withholding
tax under Section 871(h) or 881(c) of the Code with respect to payments of
“portfolio interest”, a Form W-8 BEN, or any successor form prescribed by
the Internal Revenue Service, and a certificate representing that such Lender is
not a bank for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the
Borrower and is not a controlled foreign corporation related to the Borrower
(within the meaning of Section 864(d)(4) of the
Code).  Thereafter and from time to time, each Lender shall submit to
the Borrower and the Administrative Agent such additional duly completed and
signed copies of one or the other of such Forms (or such successor forms as
shall be adopted from time to time by the relevant United States taxing
authorities) and such other certificates as may be (i) requested by the
Borrower in a written notice, directly or through the Administrative Agent, to
such Lender and (ii) required under then-current United States law or
regulations to avoid or reduce United States withholding taxes on payments in
respect of all amounts to be received by such Lender, including fees, pursuant
to the Loan Documents or the Obligations.  Upon the request of the
Borrower or the Administrative Agent, each Lender that is a United States person
(as such term is defined in Section 7701(a)(30) of the Code) shall submit
to the Borrower and the Administrative Agent a certificate to the effect that it
is such a United States person.

     

    (c)       Inability of Lender to Submit
Forms.  If any Lender determines, as a result of any change in
applicable law, regulation or treaty, or in any official application or
interpretation thereof, that it is unable to submit to the Borrower or the
Administrative Agent any form or certificate that such Lender is obligated to
submit pursuant to subsection (b) of this Section 12.1 or that such
Lender is required to withdraw or cancel any such form or certificate previously
submitted or any such form or certificate otherwise becomes ineffective or
inaccurate, such Lender shall promptly notify the Borrower and Administrative
Agent of such fact and the Lender shall to that extent not be obligated to
provide any such form or certificate and will be entitled to withdraw or cancel
any affected form or certificate, as applicable.

     

    Section 12.2.       No Waiver of
Rights.  No delay or failure on the part of the Administrative
Agent or any Lender or on the part of the holder or holders of any Obligations
in the exercise of any power or right shall operate as a waiver thereof or as an
acquiescence in any default, nor shall any single or partial exercise thereof
preclude any other or further exercise of any other power or
right.  The rights and remedies hereunder of the Administrative Agent
and the Lenders and of the holder or holders of any Obligations are cumulative
to, and not exclusive of, any rights or remedies which any of them would
otherwise have.

     

    
      
        
        

      

      
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    Section 12.3.       Non-Business
Day.  If any payment hereunder becomes due and payable on a day
which is not a Business Day, the due date of such payment shall be extended to
the next succeeding Business Day on which date such payment shall be due and
payable.  In the case of any payment of principal falling due on a day
which is not a Business Day, interest on such principal amount shall continue to
accrue during such extension at the rate per annum then in effect, which accrued
amount shall be due and payable on the next scheduled date for the payment of
interest.

     

    Section 12.4.       Documentary
Taxes.  The Borrower agrees that it will pay any documentary,
stamp or similar taxes payable in respect to this Agreement or any other Loan
Document, including interest and penalties, in the event any such taxes are
assessed irrespective of when such assessment is made and whether or not any
credit is then in use or available hereunder.  

     

    Section 12.5.       Survival of
Representations.  All representations and warranties made
herein or in any other Loan Document or in certificates given pursuant hereto or
thereto shall survive the execution and delivery of this Agreement and the other
Loan Documents, and shall continue in full force and effect with respect to the
date as of which they were made as long as any credit is in use or available
hereunder.

     

    Section 12.6.       Survival of
Indemnities.  All indemnities and all other provisions relative
to reimbursement to the Lenders of amounts sufficient to protect the yield of
the Lenders with respect to the Loans, including, but not limited to,
Section 2.10 and Section 10.3 hereof, shall survive the termination of
this Agreement and the payment of the Obligations.

     

    Section 12.7.       Sharing of
Set-Off.  Each Lender agrees with each other Lender a party
hereto that if such Lender shall receive and retain any payment, whether by
set-off or application of deposit balances or otherwise (“Set-off”), on any of the
Obligations outstanding under this Agreement in excess of its ratable share of
payments on all Obligations then outstanding to the Lenders, then such Lender
shall purchase for cash at face value, but without recourse, ratably from each
of the other Lenders such amount of the Obligations held by each such other
Lender (or interest therein) as shall be necessary to cause such Lender to share
such excess payment ratably with all the other Lenders; provided, however, that if any such
purchase is made by any Lender, and if such excess payment or part thereof is
thereafter recovered from such purchasing Lender, the related purchases from the
other Lenders shall be rescinded ratably and the purchase price restored as to
the portion of such excess payment so recovered, but without
interest.  Each Lender’s ratable share of any such Set-off shall be
determined by the proportion that the aggregate amount of Loans then due and
payable to such Lender bears to the total aggregate amount of the Loans then due
and payable to all the Lenders.

     

    
      
        
        

      

      
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    Section 12.8.       Notices.  Except as
otherwise specified herein, all notices hereunder and under the other Loan
Documents shall be in writing (including, without limitation, notice by
telecopy) and shall be given to the relevant party at its address or telecopier
number set forth below, or such other address or telecopier number as such party
may hereafter specify by notice to the Administrative Agent and the Borrower
given by courier, by United States certified or registered mail, by telecopy or
by other telecommunication device capable of creating a written record of such
notice and its receipt.  Notices under the Loan Documents to any
Lender shall be addressed to its address or telecopier number set forth on its
Administrative Questionnaire; and notices under the Loans Documents to the
Borrower or the Administrative Agent shall be addressed to its respective
address or telecopier number set forth below:

    
      
        
          	 	 
	
                  to
      the Borrower:

                      

                  World
      Acceptance Corporation

                  108
      Frederick Street

                  Greenville,
      South Carolina  29607-2532

                  Attention:       Chief
      Financial Officer

                  Telephone:     (864)
      298-9800

                  Telecopy:       (864)
      298-9810

                	
                  to
      the Administrative Agent:

                    

                  Bank
      of Montreal

                  111
      West Monroe Street

                  Chicago,
      Illinois  60603

                  Attention:       Michael
      S. Cameli

                  Telephone:     (312)
      461-2396

                  Telecopy:       (312)
      765-8353

                


        

      

    

     

    Each such
notice, request or other communication shall be effective (i) if given by
telecopier, when such telecopy is transmitted to the telecopier number specified
in this Section or in the relevant Administrative Questionnaire and a
confirmation of such telecopy has been received by the sender, (ii) if
given by mail, 5 days after such communication is deposited in the mail,
certified or registered with return receipt requested, addressed as aforesaid or
(iii) if given by any other means, when delivered at the addresses
specified in this Section or in the relevant Administrative Questionnaire; provided that any notice given
pursuant to Sections 1 and 2 hereof shall be effective only upon
receipt.

     

    Section 12.9.       Counterparts.  This
Agreement may be executed in any number of counterparts, and by the different
parties on different counterparts, each of which when executed shall be deemed
an original but all such counterparts taken together shall constitute one and
the same instrument.

     

    Section 12.10.     Successors and
Assigns.  This Agreement shall be binding upon the Borrower and
its successors and assigns, and shall inure to the benefit of each of the
Lenders and the benefit of their respective successors and assigns, including
any subsequent holder of any Obligations; provided, however, that the Borrower
may not assign any of its rights or obligations hereunder without the written
consent of all of the Lenders.

     

    Section 12.11.     Participants.  Each
Lender shall have the right at its own cost to grant participations (to be
evidenced by one or more agreements or certificates of participation) in the
Loans made and/or Commitments held by such Lender at any time and from time to
time to one or more other Persons without the consent of the Borrower; provided
that no such participation shall relieve any Lender of any of its obligations
under this Agreement, and, provided, further that no such participant shall have
any rights under this Agreement except as provided in this Section, and the
Administrative Agent shall have no obligation or responsibility to such
participant.  Any agreement pursuant to which such
participation  is granted shall provide that the granting Lender shall
retain the sole right and responsibility to enforce the obligations of the
Borrower under this Agreement and the other Loan Documents including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of the Loan Documents, except that such agreement may provide that
such Lender will not agree to any modification, amendment or waiver of the Loan
Documents that would reduce the amount of or postpone any fixed date for payment
of any Obligation in which such participant has an interest.  Any
party to which such a participation has been granted shall have the benefits of
Section 2.10 and Section 10.3 hereof.  

     

    
      
        
        

      

      
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    Section 12.12.       Assignments.  (a)
Any Lender may at any time assign to one or more Eligible Assignees all or a
portion of such Lender’s rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it); provided that any such
assignment shall be subject to the following conditions: 

     

    (i)       Minimum
Amounts.  (A) In the case of an assignment of the entire
remaining amount of the assigning Lender’s Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund, no minimum amount need be assigned; and (B) in any
case not described in subsection (a)(i)(A) of this Section, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder)
or, if the applicable Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent or, if “Effective
Date” is specified in the Assignment and Acceptance, as of the Effective Date)
shall not be less than $5,000,000, unless each of the Administrative Agent and,
so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld,
conditioned, or delayed);

     

    (ii)       Proportionate Amounts.Each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement with respect
to the Loans and the Commitment assigned.

     

    (iii)      Required Consents.No consent
shall be required for any assignment except to the extent required by
Section 12.12(a)(i)(B) and, in addition:

     

    (a)       the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (x) an Event of Default has occurred and is
continuing at the time of such assignment or (y) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund; provided that the Borrower
shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within five (5) Business
Days after having received notice thereof; and

     

    (b)       the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of the
Revolving Credit if such assignment is to a Person that is not a Lender with a
Commitment in respect of such facility, an Affiliate of such Lender or an
Approved Fund with respect to such Lender.

     

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

     

    (iv)      Assignment and Acceptance.The
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Acceptance, together with a processing and recordation fee of
$3,500, and the assignee, if it is not a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.

     

    (v)       No Assignment to Borrower or
Parent.  No such assignment shall be made to the Borrower or
any of its Affiliates or Subsidiaries.

     

    (vi)      No Assignment to Natural
Persons.No such assignment shall be made to a natural
person.

     

    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
Section 12.12(b) hereof, from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 12.6 and 12.15 with respect to facts and
circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with
Section 12.11 hereof.

     

    (b)       Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices in Chicago, Illinois, a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

     

    (c)       Any
Lender may at any time pledge or grant a security interest in all or any portion
of its rights under this Agreement to secure obligations of such Lender,
including any such pledge or grant to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or grant of a security interest; provided that no such pledge
or grant of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or secured party for such
Lender as a party hereto; provided further, however,
the right of any such pledgee or grantee (other than any Federal Reserve Bank)
to further transfer all or any portion of the rights pledged or granted to it,
whether by means of foreclosure or otherwise, shall be at all times subject to
the terms of this Agreement.  

     

    
      
        
        

      

      
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    Section 12.13.       Amendments.  Any
provision of this Agreement or the other Loan Documents may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by (a) the
Borrower, (b) the Required Lenders, (c) if the rights or duties of the
Administrative Agent are affected thereby, the Administrative Agent, as
applicable, and (d) if the rights or duties of the Collateral Agent are
affected thereby, the Collateral Agent; provided that:

     

    (i)       no
amendment or waiver pursuant to this Section shall (A) increase any Commitment
of any Lender without the consent of such Lender or (B) reduce the amount of or
postpone the date for  any scheduled payment of any principal of or
interest (other than
interest pursuant to Section 2.7, the waiver of which shall require the
consent of only the Required Lenders) on any Loan or of any fee payable
hereunder without the consent of the Lender to which such payment is owing or
which has committed to make such Loan or other credit hereunder;
and

     

    (ii)      no
amendment or waiver pursuant to this Section shall, unless signed by each
Lender, extend the Termination Date, change the provisions of this Section or
Sections 2.11 or 2.12, the definition of Defaulting Lender, Defaulitng Lender
Excess, Defualting Lender Period, and Required Lenders, or the provisions of
Section 9.4, release any material guarantor or all or substantially all of
the Collateral (except as otherwise provided for in the Loan Documents), or
affect the number of Lenders required to take any action hereunder.

     

    Section 12.14.       Non-Reliance on Margin
Stock.  Each of the Lenders represents to the Administrative
Agent and to each of the other Lenders that it in good faith is not relying upon
any Margin Stock as collateral in the extension or maintenance of the credit
provided for in this Agreement.

     

    Section 12.15.       Fees and
Indemnification.  (a) The Borrower agrees to pay the reasonable
fees and disbursements of counsel to the Administrative Agent and the Collateral
Agent in connection with the preparation and execution of this Agreement and the
other Loan Documents, and any amendment, waiver or consent related hereto,
whether or not the transactions contemplated herein are
consummated.

     

    (b)       The
Borrower further agrees to indemnify the Administrative Agent, each Lender, and
any security trustee or collateral agent therefore (including the Collateral
Agent), and their respective directors, officers, employees, agents, financial
advisors, and consultants (each such Person being called an “Indemnitee”) against all
losses, claims, damages, penalties, judgments, liabilities and expenses
(including, without limitation, all reasonable fees and disbursements of counsel
for any such Indemnitee and all reasonable expenses of litigation
or preparation therefor, whether or not the Indemnitee is a party thereto, or
any settlement arrangement arising from or relating to any such litigation)
which any of them may pay or incur arising out of or relating to any Loan
Document or any of the transactions contemplated thereby or the direct or
indirect application or proposed application of the proceeds of any Loan, other
than those which arise from the gross negligence or willful misconduct of the
party claiming indemnification.  The Borrower, upon demand by the
Administrative Agent, the Collateral Agent, or a Lender at any time, shall
reimburse the Administrative Agent, the Collateral Agent, or such Lender for any
legal or other expenses (including, without limitation, all reasonable fees and
disbursements of counsel for any such Indemnitee) incurred in connection with
investigating or defending against any of the foregoing (including any
settlement costs relating to the foregoing) except if the same is directly due
to the gross negligence or willful misconduct of the party to be
indemnified.  To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or the other Loan Documents or any agreement or
instrument contemplated hereby or thereby, the transactions contemplated hereby
or thereby, any Loan or the use of the proceeds thereof.  The
obligations of the Borrower under this Section shall survive the termination of
this Agreement.

     

    
      
        
        

      

      
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    Section 12.16.       Set-off.  In
addition to any rights now or hereafter granted under the Loan Documents or
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default, with the prior written consent of the
Administrative Agent, each Lender and each subsequent holder of any Obligation,
and each of their respective affiliates, is hereby authorized by the
Borrower at any
time or from time to time, without notice to the Borrower or to any other
Person, any such notice being hereby expressly waived, to set-off and to
appropriate and to apply any and all deposits (general or special, including,
but not limited to, indebtedness evidenced by certificates of deposit, whether
matured or unmatured, and in whatever currency denominated, but not including
trust accounts) and any other indebtedness at any time held or owing by that
Lender, subsequent holder, or affiliate, to or for the credit or the account of
the Borrower, whether or not matured, against and on account of the Obligations
of the Borrower to that Lender or subsequent holder under the Loan Documents,
including, but not limited to, all claims of any nature or description arising
out of or connected with the Loan Documents, irrespective of whether or not
(a) that Lender or subsequent holder shall have made any demand hereunder
or (b) the principal of or the interest on the Loans and other amounts due
hereunder shall have become due and payable pursuant to Section 9 and
although said obligations and liabilities, or any of them, may be contingent or
unmatured. 

     

    Section 12.17.       Governing
Law.  This Agreement and the other Loan Documents (except as
otherwise specified therein), and the rights and duties of the parties hereto
and thereto, shall be construed and determined in accordance with the internal
laws of the State of Illinois.

     

    Section 12.18.       Headings.  Section
headings used in this Agreement are for reference only and shall not affect the
construction of this Agreement.

     

    Section 12.19.       Entire
Agreement.  The Loan Documents constitute the entire
understanding of the parties hereto with respect to the subject matter hereof
and any prior or contemporaneous agreements, whether written or oral, with
respect thereto are superseded hereby.

     

    Section 12.20.       Severability of
Provisions.  Any provision of any Loan Document which is
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.  All rights, remedies and powers provided
in this Agreement and the other Loan Documents may be exercised only to the
extent that the exercise thereof does not violate any applicable mandatory
provisions of law, and all the provisions of this Agreement and other Loan
Documents are intended to be subject to all applicable mandatory provisions of
law which may be controlling and to be limited to the extent necessary so that
they will not render this Agreement or the other Loan Documents invalid or
unenforceable.

     

    
      
        
        

      

      
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    Section 12.21.       Excess
Interest.  Notwithstanding any provision to the contrary
contained herein or in any other Loan Document, no such provision shall require
the payment or permit the collection of any amount of interest in excess of the
maximum amount of interest permitted by applicable law to be charged for the use
or detention, or the forbearance in the collection, of all or any portion of the
Loans or other obligations outstanding under this Agreement or any other Loan
Document (“Excess
Interest”).  If any Excess Interest is provided for, or is
adjudicated to be provided for, herein or in any other Loan Document, then in
such event (a) the provisions of this Section shall govern and control,
(b) neither the Borrower nor any guarantor or endorser shall be obligated
to pay any Excess Interest, (c) any Excess Interest that the Administrative
Agent or any Lender may have received hereunder shall, at the option of the
Administrative Agent, be (i) applied as a credit against the then
outstanding principal amount of Obligations hereunder and accrued and unpaid
interest thereon (not to exceed the maximum amount permitted by applicable law),
(ii) refunded to the Borrower, or (iii) any combination of the
foregoing, (d) the interest rate payable hereunder or under any other Loan
Document shall be automatically subject to reduction to the maximum lawful
contract rate allowed under applicable usury laws (the “Maximum Rate”), and this
Agreement and the other Loan Documents shall be deemed to have been, and shall
be, reformed and modified to reflect such reduction in the relevant interest
rate, and (e) neither the Borrower nor any guarantor or endorser shall have
any action against the Administrative Agent or any Lender for any damages
whatsoever arising out of the payment or collection of any Excess
Interest.  Notwithstanding the foregoing, if for any period of time
interest on any of Borrower’s Obligations is calculated at the Maximum Rate
rather than the applicable rate under this Agreement, and thereafter such
applicable rate becomes less than the Maximum Rate, the rate of interest payable
on the Borrower’s Obligations shall remain at the Maximum Rate until the Lenders
have received the amount of interest which such Lenders would have received
during such period on the Borrower’s Obligations had the rate of interest not
been limited to the Maximum Rate during such period.

     

    Section 12.22.       Construction.  The
parties acknowledge and agree that the Loan Documents shall not be construed
more favorably in favor of any party hereto based upon which party drafted the
same, it being acknowledged that all parties hereto contributed substantially to
the negotiation of the Loan Documents.   Nothing
contained herein shall be deemed or construed to permit any act or omission
which is prohibited by the terms of any Collateral Document, the covenants and
agreements contained herein being in addition to and not in substitution for the
covenants and agreements contained in the Collateral
Documents.

     

    Section 12.23.       Lender’s Obligations
Several.  The obligations of the Lenders hereunder are several
and not joint.  Nothing contained in this Agreement and no action
taken by the Lenders pursuant hereto shall be deemed to constitute the Lenders a
partnership, association, joint venture or other entity.

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    

     

    Section 12.24.       Submission to Jurisdiction; Waiver
of Jury Trial.  The Borrower hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Northern District of
Illinois and of any Illinois State court sitting in the City of Chicago for
purposes of all legal proceedings arising out of or relating to this Agreement,
the other Loan Documents or the transactions contemplated hereby or
thereby.  The
Borrower irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient
forum.  The Borrower, the Administrative Agent and each Lender hereby
irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or relating to any Loan Document or the transactions contemplated
thereby.

     

    Section 12.25.       USA
Patriot Act.  Each
Lender that is subject to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the
Borrower that pursuant to the requirements of the Act, it is required to obtain,
verify, and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender to identify the Borrower in accordance with the
Act.

     

    Section 12.26.       Confidentiality.  Each
of the Administrative Agent and the Lenders severally agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors to
the extent any such Person has a need to know such Information (it being
understood that the Persons to whom such disclosure is made will first be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any
regulatory authority (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to (A) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or
(B) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower or any Subsidiary and its
obligations, (g) with the prior written consent of the Borrower,
(h) to the extent such Information (A) becomes publicly available
other than as a result of a breach of this Section or (B) becomes available
to the Administrative Agent or any Lender on a non-confidential basis from a
source other than the Borrower or any Subsidiary or any of their directors,
officers, employees or agents, including accountants, legal counsel and other
advisors, (i) to rating agencies if requested or required by such agencies in
connection with a rating relating to the Loans or Commitments hereunder, or (j)
to entities which compile and publish information about the syndicated loan
market, provided that
only basic information about the pricing and structure of the transaction
evidenced hereby may be disclosed pursuant to this subsection (j). For
purposes of this Section, “Information” means all
information received from the Borrower or any of the Subsidiaries or from any
other Person on behalf of the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent or any Lender on
a non-confidential basis prior to disclosure by the Borrower or any of its
Subsidiaries or from any other Person on behalf of the Borrower or any of the
Subsidiaries.

     

    
      
        
        

      

      
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    Section
12.27.       Amendment and
Restatement.  This Agreement shall become effective on the
Effective Date and shall supersede all provisions of the Original Credit
Agreement as of such date.  From and after the Effective Date all
references made to the Original Credit Agreement in any Loan Document or in any
other instrument or document shall, without more, be deemed to refer to this
Agreement.  This Agreement amends and restates the Original Credit
Agreement and is not intended to be or operate as a novation or an accord and
satisfaction of the Original Credit Agreement or the indebtedness, obligations
and liabilities of the Borrower evidenced or provided for
thereunder.  The Borrower heretofore executed and delivered to the
Collateral Agent the Company Security Agreement and certain other Collateral
Documents. The Borrower hereby acknowledges and agrees that the Liens created
and provided for by the Collateral Documents continue to secure, among other
things, the Obligations arising under this Agreement; and the Collateral
Documents and the rights and remedies of the Collateral Agent, the
Administrative Agent, and the Lenders thereunder, the obligations of the
Borrower thereunder, and the Liens created and provided for thereunder remain in
full force and effect and shall not be affected, impaired or discharged
hereby.  Nothing herein contained shall in any manner affect or impair
the priority of the liens and security interests created and provided for by the
Collateral Documents as to the indebtedness which would be secured thereby prior
to giving effect to this Agreement.  Without limiting the foregoing,
the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” and the
“Notes” referred to in the Company Security Agreement and any of the other
Collateral Documents shall from and after the date hereof be deemed a reference
to this Agreement and the Notes (if any) issued hereunder. 

     

    Section 12.28.       Removal of Lender and Assignment of
Interests. JPMorgan Chase Bank, N.A. (herein, the “Departing Lender”) hereby
agrees to sell and assign without representation, recourse, or warranty (except
the Departing Lender represents it has authority to execute and deliver this
Agreement and sell its Obligations contemplated hereby, which Obligations are
owned by the Departing Lender free and clear of all Liens), and on the Effective
Date the Lenders hereby agree to purchase 100% of the Departing Lender’s
outstanding Obligations under the Original Credit Agreement and the Loan
Documents (including, without limitation, all of the loans held by the Departing
Lender) for a purchase price equal to the outstanding principal balance of loans
under the Original Credit Agreement as of the Effective Date, which purchase
price shall be paid in immediately available funds on the Effective
Date.  Concurrently therewith, the Borrower shall have paid to the
Departing Lender all accrued but unpaid interest and fees owed to the Departing
Lender as of the Effective Date.  Such purchases and sales shall be
arranged through the Administrative Agent and the Departing Lender hereby agrees
to execute such further instruments and documents, if any, as the Administrative
Agent may reasonably request in connection therewith.  Upon the
execution and delivery of this Agreement by the Departing Lender, the Lenders,
the Administrative Agent, and the Borrower and the payment of the Obligations
owing to the Departing Lender, the Departing Lender shall cease to be a Lender
under the Credit Agreement and the other Loan Documents, and (i) the
Lenders shall have the rights of the Departing Lender thereunder subject to the
terms and conditions hereof and (ii) the Departing Lender shall have
relinquished its rights (other than rights to indemnification referred to in the
Original Credit Agreement which survive the repayment of the Obligations owed to
the Departing Lender in accordance with its terms, including Section 12.6 and
12.13 thereof) and be released from its obligations as a Lender under the
Original Credit Agreement.  The parties hereto agree that, except as
provided for herein, all references in the Loan Documents to the Lenders or any
Lender shall from and after the date hereof no longer include the Departing
Lender.  

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

     

    Section 12.29.       Equalization of Loans and
Commitments.  Upon the satisfaction of the conditions precedent
set forth in Section 7.1 hereof, on the Effective Date, all loans
outstanding under the Original Credit Agreement shall remain outstanding as the
initial Borrowing of Loans under this Agreement, and, in connection therewith,
the Borrower shall be deemed to have prepaid all outstanding Eurodollar Loans on
the Effective Date and shall pay to each Lender who is currently a party to the
Original Credit Agreement any compensation due such Lender under
Section 2.10 of the Original Credit Agreement as a result
thereof.  On the Effective Date, the Lenders each agree to make such
purchases and sales of interests in the outstanding Loans between themselves so
that each Lender is then holding its relevant pro rata share of outstanding
Loans based on their Commitments as in effect after giving effect
hereto.  Such purchases and sales shall be arranged through the
Administrative Agent and each Lender hereby agrees to execute such further
instruments and documents, if any, as the Administrative Agent may reasonably
request in connection therewith.  

     

    [Signature
Pages to Follow]

    


    
      
        
           


        

        
          -69-

          
            

          

        

        
           


        

      

    

     

    Upon
execution hereof by all the parties, this Amended and Restated Revolving Credit
Agreement is dated as of the date and year first above written and shall be a
contract among the parties for the purposes hereinabove set forth.

      

    
      
        
          
            
              	
                      World
      Acceptance Corporation

                    
	 
      	 
      
	
                      By

                    	 
      
	 
      	
                      A.
      Alexander McLean III, Chief Executive
Officer

                    


            

          

        

      

    

      

    Accepted
and agreed to as of the day and year last above written.

     

    
      
        
          
            	
                    Bank
      of Montreal, as Administrative Agent

                  
	 
      	 
      
	
                    By

                  	
                      

                  
	 
      	
                    Michael
      S. Cameli, Director

                  
	 	 


          

        

      

    

    
      [Signature
Page to Amended and Restated Revolving Credit Agreement—World Acceptance
Corporation]

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              	
                      

                        Bank
      of America, N.A.

                      

                    
	 
	
                      By

                    	
                        

                    
	 
      	
                      Name

                    	
                        

                    
	 
      	
                      Title

                    	
                        

                    


            

          

        

      

        

      [Signature
Page to Amended and Restated Revolving Credit Agreement—World Acceptance
Corporation]

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            	
                    

                      Capital
      One, National Association

                    

                  
	
                    By

                  	
                      

                  
	 
      	
                    Name

                  	
                      

                  
	 
      	
                    Title

                  	
                      

                  


          

        

      

        

      [Signature
Page to Amended and Restated Revolving Credit Agreement—World Acceptance
Corporation]

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              	
                      

                        Wells
      Fargo Preferred Capital, Inc.

                      

                    
	 
	
                      By

                    	
                        

                    
	 
      	
                      Name

                    	
                        

                    
	 
      	
                      Title

                    	
                        

                    


            

          

        

      

        

      [Signature
Page to Amended and Restated Revolving Credit Agreement—World Acceptance
Corporation]

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      
      

      
        
          	
                  Carolina
      First Bank

                
	 
	
                  By

                	
                    

                
	 
      	
                  Name

                	
                    

                
	 
      	
                  Title

                	
                    

                


        

      

    

     

    
      
      

    

    
      [Signature
Page to Amended and Restated Revolving Credit Agreement—World Acceptance
Corporation]

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        	
                

                  

                    

                      Branch
      Banking and Trust Company

                    

                  

                

              
	 
      	 
      	 
      
	
                By

              	 
      
	 
      	
                Name

              	 
      
	 
      	
                Title

              	 
      


      


      [Signature
Page to Amended and Restated Revolving Credit Agreement—World Acceptance
Corporation]

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        	
                

                  

                    Texas
      Capital Bank, National Association

                  

                

              
	 
      	 
      	 
      
	
                By

              	 
      
	 
      	
                Name

              	 
      
	 
      	
                Title

              	 
      


      

        

      [Signature
Page to Amended and Restated Revolving Credit Agreement—World Acceptance
Corporation]

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            	
                    

                      First
      Tennessee Bank National

                      Association

                    

                  
	 
      	 
      	 
      
	
                    By

                  	 
      
	 
      	
                    Name

                  	 
      
	 
      	
                    Title

                  	 
      


          

        

      

      
           

        [Signature
Page to Amended and Restated Revolving Credit Agreement—World Acceptance
Corporation]

      

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    The
undersigned Departing Lender hereby execute and deliver this Amended and
Restated Credit Agreement solely for the purposes set forth in
Section 12.28 above.

       

    
      
        
          
            
              
                
                  	
                          “Departing
      Lender”

                        
	 
      
	
                          JPMorgan
      Chase Bank, N. A.

                        
	 
      	 
      	 
      
	
                          By

                        	 
      
	 
      	
                          Name

                        	 
      
	 
      	
                          Title

                        	 
      


                

              

            

          

        

      

    

    
         

      [Signature
Page to Amended and Restated Revolving Credit Agreement—World Acceptance
Corporation]

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Exhibit
A

    Notice
of Borrowing

     

    Date:  ___________________

     

    
      
        	
                To:

              	
                Bank
      of Montreal, as Agent for the Banks party to the Amended and Restated
      Revolving Credit Agreement dated as of September 17, 2010 (as
      extended, renewed, amended or restated from time to time, the “Credit Agreement”),
      among World Acceptance Corporation, certain financial institutions party
      thereto as Lenders, and Bank of Montreal, as
  Agent

              


      

    

     

    Ladies
and Gentlemen:

     

    The
undersigned, World Acceptance Corporation (the “Borrower”), refers to the
Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.3
of the Credit Agreement, of the Borrowing specified below:

     

    1.        The
Business Day of the proposed Borrowing is ___________, ____.

     

    2.        The
aggregate amount of the proposed Borrowing is $______________.

     

    3.        The
Borrowing is to be comprised of $___________ of [Base Rate] [Eurodollar]
Loans.

     

    [4.       The
duration of the Interest Period for the Eurodollar Loans included in the
Borrowing shall be ____________ months.]

     

    The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the proposed Borrowing, before and after
giving effect thereto and to the application of the proceeds
therefrom:

     

    (a)        the
representations and warranties of the Borrower contained in Section 6 of
the Credit Agreement are true and correct as though made on and as of such date
(except to the extent such representations and warranties relate to an earlier
date, in which case they are true and correct as of such date); and

     

    (b)        no
Default or Event of Default has occurred and is continuing or would result from
such proposed Borrowing.

    
      
        
          
            
              	 
      
	
                      World
      Acceptance Corporation

                    
	 
      	 
      
	
                      By

                    	 
      
	 
      	
                      Name

                    	 
      
	 
      	
                      Title

                    	 
      


            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Exhibit B

    Notice
of Continuation/Conversion

     

    Date:  ____________,
____

     

    
      	
              To:

            	
              Bank
      of Montreal, as Agent for the Banks party to the Amended and Restated
      Revolving Credit Agreement dated as of September 17, 2010 (as
      extended, renewed, amended or restated from time to time, the “Credit Agreement”)
      among World Acceptance Corporation, certain financial institutions party
      thereto as Banks, and Bank of Montreal, as
Agent

            


    

     

    Ladies
and Gentlemen:

     

    The
undersigned, World Acceptance Corporation (the “Borrower”), refers to the
Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.3
of the Credit Agreement, of the [conversion] [continuation] of
the Loans specified herein, that:

     

    1.        The
conversion/continuation Date is __________, ____.

     

    2.        The
aggregate amount of the Loans to be [converted] [continued] is
$______________.

     

    3.        The
Loans are to be [converted
into] [continued as] [Eurodollar] [Base Rate] Loans.

     

    4.        [If
applicable:]  The duration of the Interest Period for the Loans
included in the [conversion]
[continuation] shall be _________ months.

     

    The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the proposed conversion/continuation date, before
and after giving effect thereto and to the application of the proceeds
therefrom:

     

    (a)        the
representations and warranties of the Borrower contained in Section 6 of
the Credit Agreement are true and correct as though made on and as of such date
(except to the extent such representations and warranties relate to an earlier
date, in which case they are true and correct as of such date); provided, however, that this
condition shall not apply to the conversion of an outstanding Eurodollar Loan to
a Base Rate Loan; and

     

    (b)        no
Default or Event of Default has occurred and is continuing, or would result from
such proposed [conversion]
[continuation].

    
      
        
          
            
              	 
      	 
      	 
      
	
                      World
      Acceptance Corporation

                    
	 
      
	
                      By

                    	 
      
	 
      	
                      Name

                    	 
      
	 
      	
                      Title

                    	 
      


            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Exhibit C

    Revolving
Credit Note

     

    U.S.
$_______________________________, _________

     

    For
Value Received, the undersigned, World
Acceptance Corporation, a South Carolina corporation (the “Borrower”), promises to pay
to __________________________________ (the “Lender”) or its registered
assigns on the Termination Date of the hereinafter defined Credit Agreement, at
the main office of Bank
of Montreal in Chicago, Illinois (or such other location as the
Administrative Agent may designate to the Borrower), in immediately available
funds, the principal sum of _______________________________________ Dollars
($____________) or, if less, the aggregate unpaid principal amount of all Loans
made by the Lender to the Borrower under its Commitment pursuant to the Credit
Agreement and with each such Loan to mature and become payable as provided in
the Credit Agreement, together with interest on the principal amount of each
such Loan from time to time outstanding hereunder at the rates, and payable in
the manner and on the dates, specified in the Credit Agreement.

     

    This Note
is one of the Notes referred to in the Amended and Restated Credit Agreement
dated as of September 17, 2010, among the Borrower, Bank of Montreal, as
Administrative Agent, and others (such Credit Agreement as the same may from
time to time be amended being referred to as the “Credit Agreement”) and
payment hereof is secured by the Loan Documents, and this Note and the holder
hereof are entitled to all the benefits provided for thereby or referred to
therein, to which Credit Agreement and Loan Documents reference is hereby made
for a statement thereof.  All defined terms used in this Note, except
terms otherwise defined herein, shall have the same meaning as in the Credit
Agreement.  This Note shall be governed by and construed in accordance
with the laws of the State of Illinois.

     

    Prepayments
may be made hereon, certain prepayments are required to be made hereon and this
Note may be declared due prior to the expressed maturity hereof, all in the
events, on the terms and in the manner as provided for in the Credit Agreement
and Collateral Documents.

     

    The
Borrower hereby waives demand, presentment, protest or notice of any kind
hereunder.

    
      
        
          
            
              	 	 
	 
      	
                      World
      Acceptance Corporation

                    
	 
      	 
      	 
      	 
      
	
                      attest:

                    	
                      By

                    	 
      
	 
      	 
      	
                      Its

                    	 
      
	
                      _______________________________

                    	 
      	 
      	 
      
	
                      Its
      __________________ Secretary

                    	 
      	 
      	 
      


            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Exhibit D

     

    Subordination
Provisions Applicable to Subordinated Debt

     

    The
indebtedness evidenced by the subordinated notes or related thereto and any
renewals or extensions thereof (the “Subordinated Indebtedness”)
shall at all times be wholly subordinate and junior in right of payment to any
and all (a) indebtedness, obligations and liabilities of the Borrower and
the Restricted Subsidiaries under the Revolving Credit Agreement, the promissory
notes (if any) issued from time to time under or pursuant to the Revolving
Credit Agreement, the Subsidiary Guaranty Agreement, the Borrower Security
Agreement, and the Subsidiary Security Agreement, including without limitation
all Obligations (including all Hedging Liability) as defined therein (the “First Lien Indebtedness”)
and (b) indebtedness,
obligations and liabilities of the Borrower and the Restricted Subsidiaries
under the Subordinated Credit Agreement, the promissry notes (if
any) issued from time to time under or pursuant to the Subordinated Credit
Agreement, the Subsidiary Guaranty Agreement, the Borrower Security Agreement,
and the Subsidiary Security Agreement (as such terms are defined in the
Subordinated Credit Agreement), including without limitation all Obligations as
defined therein (the “Second Lien
Indebtedness” and, together with the
First Lien Indebtedness, the
“Senior Indebtedness”), in the manner and with the force and effect
hereinafter set forth: [Inclusion of Second Lien
Indebtedness is conditioned upon repayment in full of the Senior Subordinated
Convertible Notes or otherwise compliance with Senior Subordinated Convertible
Note Indenture]

     

    1.        So
long as any Senior Indebtedness shall remain outstanding and unpaid or any
commitment to extend Senior Indebtedness remains in effect, no payment either of
principal, interest or premium (notwithstanding the expressed maturity or any
time for the payment of principal of, interest or premium on any Subordinated
Indebtedness) shall be made on Subordinated Indebtedness except with the prior
written consent of the holders of the First Lien Indebtedness or the
administrative agent for such holders of the First Lien Indebtedness (or, if the
First Lien Indebtedness has been paid in full in cash and all commitments to
extend the same to the Borrower have expired or terminated, the holders of the
Second Lien Indebtedness or the administrative agent for such holders of the
Second Lien Indebtedness); and the holders of the Subordinated Indebtedness will
take no steps, whether by suit or otherwise to compel or enforce the collection
of Subordinated Indebtedness, nor will the holders of the Subordinated
Indebtedness use Subordinated Indebtedness by way of counterclaim, setoff,
recoupment or otherwise so as to diminish, discharge or otherwise satisfy in
whole or in part any indebtedness or liability of the holders of the
Subordinated Indebtedness to the Borrower, whether now existing or hereafter
arising and howsoever evidenced, provided, however, that the
Borrower may pay interest on Subordinated Indebtedness accrued to and payable on
the date of any such payment so long as (i) the Borrower shall not be in
default in the payment of principal of, interest or premium on any Senior
Indebtedness, (ii) the Borrower has not received written notice from the
holders of the First Lien Indebtedness or any administrative agent for such
holders of the First Lien Indebtedness or from the holders of the Second Lien
Indebtedness or any administrative agent for such holders of the Second Lien
Indebtedness that some other default has occurred and is continuing under any
promissory note or agreement pertaining to any Senior Indebtedness or any
collateral security therefor, and (iii) none of the events hereinafter set
forth in paragraph numbered 2 hereof has occurred.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.        In
the event of any distribution, dividend, or application, partial or complete,
voluntary or involuntary, by operation of law or otherwise, of all or any part
of the assets of the Borrower or of the proceeds thereof to the creditors of the
Borrower or upon any indebtedness of the Borrower, occurring by reason of the
liquidation, dissolution, or other winding up of the Borrower, or by reason of
any execution sale, or bankruptcy, receivership, reorganization, arrangement,
insolvency, liquidation or foreclosure proceeding of or for the Borrower or
involving its property, no dividend, payment, distribution or application shall
be made, and the holders of the Subordinated Indebtedness shall not be entitled
to receive or retain any payment, dividend, distribution, or application on or
in respect of the Subordinated Indebtedness, unless and until all of the Senior
Indebtedness then outstanding shall have been paid and satisfied in full, and in
any such event any dividend, payment, distribution or application otherwise
payable in respect of Subordinated Indebtedness shall be paid and applied on
Senior Indebtedness (first to the First Lien Indebtedness until paid in full in
cash and then to the Second Lien Indebtedness) until such Senior Indebtedness
has been fully paid and satisfied.

     

    3.        None
of the holders of Senior Indebtedness or their respective adminstrative agents,
collateral agents or security trustees shall at any time be required to give the
holders of the Subordinated Indebtedness notice of any kind of the creation or
existence of any Senior Indebtedness, nor of the amount or terms thereof, all
such notice being hereby expressly waived.  Also, the holders of the
Senior Indebtedness and any administrative agent, collateral agent or security
trustee therefor may at any time from time to time, without the consent of or
notice to the holders of Subordinated Indebtedness, without incurring
responsibility to the holders of the Subordinated Indebtedness, and without
impairing or releasing the obligation of the undersigned under this agreement
(i) renew, refund or extend the maturity of any Senior Indebtedness, or any
part thereof, or otherwise revise, amend or alter the terms and conditions
thereof, (ii) sell, exchange, release or otherwise deal with any property
by whomsoever at any time pledged, mortgaged or otherwise hypothecated or
subjected to a lien to secure any Senior Indebtedness, and (iii) exercise
or refrain from exercising any rights against the Borrower and others, including
the holders of the Subordinated Indebtedness.

     

    4.        So
long as any Senior Indebtedness shall remain outstanding and unpaid or any
commitment to extend Senior Indebtedness to the Borrower exists, the undersigned
shall not take or obtain any security interests in or liens on any assets as
security for any of the Subordinated Indebtedness or obtain any guarantees for
any of the Subordinated Indebtedness.

     

    5.        The
holders of the Subordinated Indebtedness will not sell, assign or otherwise
transfer any Subordinated Indebtedness, or any part thereof, except subject to
and in accordance with the terms hereof and upon the agreement of the transferee
or assignee to abide by and be bound by the terms hereof.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    6.        The
holders of the Subordinated Indebtedness undertake and agree for the benefit of
each holder of Senior Indebtedness (and any administrative agent, collateral
agent or security trustee therefor) to execute, verify, deliver and file any
proofs of claim which any holders of the Senior Indebtedness (and any
administrative agent, collateral agent or security trustee therefor) may at any
time require in order to prove and realize upon any rights or claims pertaining
to the Subordinated Indebtedness to effectuate the full benefit of the
subordination contained herein; and upon failure of the holder of any
Subordinated Indebtedness so to do, the administrative agent on behalf of the
relevant holders of Senior Indebtedness shall be deemed to be irrevocably
appointed the agent and attorney-in-fact of the holder of such Subordinated
Indebtedness to execute, verify, deliver and file any such proofs of
claim.

     

    7.        No
right of any holder of any Senior Indebtedness (or of any administrative agent,
collateral agent or security trustee therefor) to enforce subordination as
herein provided shall at any time or in any way be affected or impaired by any
failure to act on the part of the Borrower or any holder of any Senior
Indebtedness (or any administrative agent, collateral agent or security trustee
therefor), or by any noncompliance by the Borrower with any of the terms,
provisions and covenants applicable to the Subordinated Indebtedness, regardless
of any knowledge thereof that any such holder of Senior Indebtedness (or any
administrative agent, collateral agent or security trustee therefor) may have or
be otherwise charged with.

     

    8.        The
Borrower agrees, for the benefit of the holders of Senior Indebtedness (and of
any administrative agent, collateral agent or security trustee therefor), that
in the event that any Subordinated Indebtedness is declared due and payable
before its expressed maturity because of the occurrence of a default hereunder,
(i) the Borrower will give prompt notice in writing of such happening to the
holders of Senior Indebtedness (or their respective administrative agent) and
(ii) at the election of the holders of the First Lien Indebtedness or the
administrative agent for such holders of the First Lien Indebtedness (or, if the
First Lien Indebtedness has been paid in full in cash and all commitments to
extend the same to the Borrower have expired or terminated, the holders of the
Second Lien Indebtedness or the administrative agent for such holders of the
Second Lien Indebtedness), all Senior Indebtedness of such holders shall
forthwith become immediately due and payable upon demand, regardless of the
expressed maturity thereof.

     

    9.        These
subordination provisions shall be continuing and binding until written notice of
its discontinuance shall be actually received by the holders of the Subordinated
Indebtedness, and also shall continue to remain in full force and effect until
all Senior Indebtedness created or existing or committed to make available to
the Borrower prior to the receipt of such notice shall have been fully paid and
satisfied.

    


    
      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

    

    


    Exhibit E

     

    World
Acceptance Corporation

    Borrowing
Base Certificate

     

    To:

    
      	
              Bank
      of Montreal, as Administrative Agent under, and the Lenders parties to,
      the Credit Agreement described below.

            	
              Wells
      Fargo Preferred Capital, Inc., as Administrative Agent under, and the
      Lenders parties to, the Subordinated Credit Agreement described
      below.

            


    

     

    Pursuant
to the terms of the Amended and Restated Credit Agreement dated as of
September 17, 2010, among us (as extended, renewed, amended or restated
from time to time, the “Credit
Agreement”), and the Subordinated Credit Agreement referred to therein,
we submit this Borrowing Base Certificate to you and certify that the
information set forth below and on any attachments to this Certificate is true,
correct and complete as of the date of this Certificate.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	 	 
      	 	 
      	 
      	 	
                                                Remaining

                                              	 
	 
      	 	 
      	 	 
      	 
      	 	
                                                Borrowing

                                              	 
	 
      	 	 
      	 	
                                                Total Company

                                              	 
      	 	
                                                Availability

                                              	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                                1)

                                              	 	
                                                Gross
      Finance Receivable (U.S. Only)

                                              	 	 
      	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                                2)

                                              	 	
                                                Ineligibles:

                                              	 	
                                                   

                                              	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	 
      	 	
                                                Affiliate
      Receivables

                                              	 	
                                                $

                                              	 
      	 	 
      	 
	 
      	 	
                                                Shareholder/Employee
      Receivables

                                              	 	
                                                $

                                              	 
      	 	 
      	 
	 
      	 	
                                                Government
      Receivables

                                              	 	
                                                $

                                              	 
      	 	 
      	 
	 
      	 	
                                                Bankruptcy,
      insolvency, assignment for benefit of creditors

                                              	 	
                                                $

                                              	 
      	 	 
      	 
	 
      	 	
                                                Subject
      to claims offsets, or defenses

                                              	 	
                                                $

                                              	 
      	 	 
      	 
	 
      	 	
                                                60 days
      or more contractually past due

                                              	 	
                                                $

                                              	 
      	 	 
      	 
	 
      	 	
                                                Otherwise
      ineligible

                                              	 	$ 
      	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                                3)

                                              	 	
                                                Total
      ineligibles:

                                              	 	
                                                $

                                              	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                                4)

                                              	 	
                                                Eligible
      Finance Receivables

                                              	 	 
      	 
      	 	 
      	 
	 
      	 	
                                                (Line
      1 minus Line 3)

                                              	 	
                                                $

                                              	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                                5)

                                              	 	
                                                Less:

                                              	 	 
      	 
      	 	 
      	 
	 
      	 	
                                                Unearned
      finance charges

                                              	 	
                                                $

                                              	 
      	 	 
      	 
	 
      	 	
                                                Unearned
      insurance premiums and insurance commisions

                                              	 	
                                                $

                                              	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                                6)

                                              	 	
                                                Net
      Eligible Finance Receivables

                                              	 	 
      	 
      	 	 
      	 
	 
      	 	
                                                (Line
      4 minus Line 5)

                                              	 	
                                                $

                                              	 
      	 	 
      	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 	 
      	 	 
      	 
      	 	
                                      Remaining

                                    	 
	 
      	 	 
      	 	 
      	 
      	 	
                                      Borrowing

                                    	 
	 
      	 	 
      	 	
                                      Total Company

                                    	 
      	 	
                                      Availability

                                    	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                      7)

                                    	 	
                                      Borrowing
      Base

                                    	 	 
      	 
      	 	 
      	 
	 
      	 	
                                      (85%
      of Line 6)

                                    	 	
                                      $

                                    	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                      8)

                                    	 	
                                      Less:  Outstanding
      Senior Bank Loans

                                    	 	 
      	 
      	 	 
      	 
	 
      	 	
                                      (Maximum:  $225,000,000)

                                    	 	
                                      $

                                    	
                                      (A)

                                    	 	
                                      $

                                    	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                      9)

                                    	 	
                                      Less:  Hedging
      Liability (Lenders and their Affiliates)

                                    	 	
                                      $

                                    	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                      10)

                                    	 	
                                      Excess
      Availability

                                    	 	 
      	 
      	 	 
      	 
	 
      	 	
                                      Line 7
      minus Lines 8 and 9)

                                    	 	
                                      $

                                    	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                      11)

                                    	 	
                                      Less:

                                    	 	 
      	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	 
      	 	
                                      Outstanding
      Second Lien Subordinated Debt (Maximum $75,000,000 or less as defined in
      the Subordinated Credit Agreement relating thereto)

                                    	 	
                                      $

                                    	
                                      (B)

                                    	 	
                                      $

                                    	 
	 
      	 	
                                      Outstanding
      Senior Subordinated Convertible Notes (net of any repayments or
      repurchases permitted by the Credit Agreement)

                                    	 	
                                      $

                                    	
                                      (C)

                                    	 	 
      	 
	 
      	 	
                                      Prior
      to the Grant Date relating to the Senior Subordinated Convertible Notes,
      all other unsecured on-balance sheet Indebtedness of the Borrower and its
      direct and indirect Subsidiaries (including accrued liabilities and taxes)
      as reflected on the Borrower’s most recently delivered financial
      statements

                                    	 	
                                      $

                                    	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	 
      	 	
                                      Mark-to-Market
      Hedging Liability not included in Line 9 above

                                    	 	
                                      $

                                    	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                      12)

                                    	 	
                                      Net
      Excess Availability (Line 10 minus Line 11)

                                    	 	
                                      $

                                    	
                                      (D)

                                    	 	 
      	 
	 
      	 	 
      	 	 
      	 
      	 	 
      	 
	
                                      13)

                                    	 	
                                      Total
      Borrowing Availability

                                    	 	 
      	 
      	 	 
      	 
	 
      	 	
                                      (Lesser
      of (D) or the sum of (A) and (B), beginning April 1, 2011, must be
      3
    C)

                                    	 	 
      	 
      	 	
                                      $

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Dated as
of this ______ day of __________________.

    
      
        
          
            
              
                	 
      
	
                        World
      Acceptance Corporation

                      
	 
	
                        By

                      	 
      
	 
      	
                        Name

                      	 
      
	 
      	
                        Title

                      	 
      


              

            

          

        

      

    

    


    
      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

    

    


    Exhibit
F

     

    World
Acceptance Corporation

    Compliance
Certificate

     

    
      	
              To:

            	
              Bank
      of Montreal, as Administrative Agent under, and the Lenders parties to,
      the Credit Agreement described
below

            


    

     

    This
Compliance Certificate is furnished to the Administrative Agent and the Lenders
pursuant to that certain Amended and Restated Credit Agreement dated as of
September 17, 2010, among us (as extended, renewed, amended or restated
from time to time, the “Credit
Agreement”).  Unless otherwise defined herein, the terms used
in this Compliance Certificate have the meanings ascribed thereto in the Credit
Agreement.

     

    The
Undersigned hereby certifies that:

     

    1.        I
am the duly elected ____________ of World Acceptance Corporation;

     

    2.        I
have reviewed the terms of the Credit Agreement and I have made, or have caused
to be made under my supervision, a detailed review of the transactions and
conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements;

     

    3.        The
examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or the occurrence of any event
which constitutes a Default or Event of Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Compliance Certificate, except as set forth below;

     

    4.        The
financial statements required by Section 8.5 of the Credit Agreement and
being furnished to you concurrently with this Compliance Certificate are true,
correct and complete as of the date and for the periods covered thereby;
and

     

    5.        The
Schedule I hereto sets forth financial data and computations evidencing the
Borrower’s compliance with certain covenants of the Credit Agreement, all of
which data and computations are, to the best of my knowledge, true, complete and
correct and have been made in accordance with the relevant Sections of the
Credit Agreement.

     

    Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the
action which the Borrower has taken, is taking, or proposes to take with respect
to each such condition or event:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  

              
	
                  

              
	
                     

              
	
                  

              


      

    

     

    The
foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this ______ day of
__________________ 20___.

     

     

    
      
        
          
            
              	
                      

                        World
      Acceptance Corporation

                      

                    
	 	 
	
                      By

                    	
                        

                    
	 
      	
                      Name

                    	
                        

                    
	 
      	
                      Title

                    	
                        

                    


            

          

        

      

    

    


    
      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

    

    


    Schedule I

    to
Compliance Certificate

     

    Compliance
Calculations for

    Amended
and Restated Credit Agreement dated as of September 17, 2010

     

    Calculations
as of _____________, _______

    
      
        
          	
                     

                


        

      

      
           

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	
                                                                            A. Section
      8.7 Consolidated Net Worth

                                                                          	 
	 
      	 	 	 	 	 
	 
      	
                                                                            Consolidated
      Net Worth

                                                                          	 	 	$	  	 
	 
      	 	 	 	 	 	 
	 
      	
                                                                            Minimum
      Net Worth

                                                                          	 	 	 	 	 
	 
      	 
      	 
      	 	 	 	 	 	 	 
	 
      	
                                                                            A)

                                                                          	
                                                                            Minimum
      at March 31, 2010

                                                                          	 	 	$	300,000,000.00	 
	 
      	
                                                                            B)

                                                                          	
                                                                            Plus:
      50% of Consolidated Net Income for quarters ending after March 31,
      2010

                                                                          	 	 	$	  	 
	 
      	 
      	 
      	 	 	 	 	 	 	 
	 
      	
                                                                            Required
      Minimum

                                                                          	 	 	$	  	 
	 
      	 	 	 	 	 	 
	 
      	
                                                                            Excess

                                                                          	 	 	$	  	 
	 	 	 	 	 	 	 
	 
      	
                                                                            Borrower
      is in compliance (circle yes or no)

                                                                          	 	 	
                                                                            yes/no

                                                                          	 
	 
      	 	 	 	 	 	 
	
                                                                            B. Section
      8.8(a) Fixed Charge Coverage Ratio

                                                                          	 
	 
      	 
      	 
      	 	 	 	 	 	 	 
	 
      	
                                                                            Net
      Income Available for Fixed Charges

                                                                          	 
	 
      	
                                                                            A)

                                                                          	
                                                                            Consolidated
      Adjusted Net Income

                                                                          	 	 	$	   	 
	 
      	 
      	
                                                                            a.

                                                                          	 	
                                                                            Gains
      and (losses) on the sale or other disposition

                                                                          	 	 	 	 	 
	 
      	 
      	 
      	 	
                                                                            of
      investments or fixed or capital assets, and any

                                                                          	 	 	 	 	 
	 
      	 
      	 
      	 	
                                                                            taxes
      on such excluded gains and any tax

                                                                          	 	 	 	 	 
	 
      	 
      	 
      	 	
                                                                            deductions
      or credits on account of any such

                                                                          	 	 	 	 	 
	 
      	 
      	 
      	 	
                                                                            excluded
      losses

                                                                          	 	 	$	  	 
	 
      	 
      	
                                                                            b.

                                                                          	 	
                                                                            Proceeds
      of life insurance

                                                                          	 	 	$	  	 
	 
      	 
      	
                                                                            c.

                                                                          	 	
                                                                            Prior
      net earnings of Restricted Subsidiary

                                                                          	 	 	$	  	 
	 
      	 
      	
                                                                            d.

                                                                          	 	
                                                                            Prior
      net earnings of acquired corporations

                                                                          	 	 	$	  	 
	 
      	 
      	
                                                                            e.

                                                                          	 	
                                                                            Prior
      net earnings of merged corporations

                                                                          	 	 	$	  	 
	 
      	 
      	
                                                                            f.

                                                                          	 	
                                                                            Net
      earnings of Unrestricted Subsidiary or other business entity not received
      in cash

                                                                          	 	 	$	  	 
	 
      	 
      	
                                                                            g.

                                                                          	 	
                                                                            Net
      earnings of Restricted Subsidiary not available for
    dividends

                                                                          	 	 	$	  	 
	 
      	 
      	
                                                                            h.

                                                                          	 	
                                                                            Earnings
      from reappraisal, revaluation or write-up of assets

                                                                          	 	 	$	  	 
	 
      	 
      	
                                                                            i.

                                                                          	 	
                                                                            Deferred
      or other credits from excess equity over amount

                                                                          	 	 	  	  	 
	 
      	 
      	 
      	 	
                                                                            invested

                                                                          	 	 	$	   	 
	 
      	 
      	
                                                                            j.

                                                                          	 	
                                                                            Gains
      from acquired company securities

                                                                          	 	 	$	   	 
	 
      	 
      	
                                                                            k.

                                                                          	 	
                                                                            Reversal
      of contingency reserves

                                                                          	 	 	$	   	 
	 
      	 
      	
                                                                            l.

                                                                          	 	
                                                                            Insurance
      Subsidiary earnings > $500,000 not distributed

                                                                          	 	 	$	   	 
	 
      	 
      	
                                                                            Consolidated
      Adjusted Net Income

                                                                          	 	 	$	   	 


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	 
      	
                                                                            B) 
      Provision for income taxes

                                                                          	 	 	$	   	 
	 
      	
                                                                            C)

                                                                          	
                                                                            Fixed
      Charges

                                                                          	 	 	$	   	 
	 
      	 
      	
                                                                            Rent

                                                                          	 	 	$	   	 
	 
      	 
      	
                                                                            Interest
      Charges

                                                                          	 	 	$	   	 
	 
      	 
      	
                                                                            Total
      Fixed Charges

                                                                          	 	 	$	   	 
	 
      	 
      	
                                                                            Net
      Income Available for Fixed Charges

                                                                          	 	 	$	   	 
	 
      	 
      	
                                                                            Fixed
      Charge Coverage Ratio (Must be at least 250.0%)

                                                                          	 	 	 	   	%
	 
      	 
      	
                                                                            Borrower
      is in compliance (circle yes or no)

                                                                          	 	 	
                                                                            yes/no

                                                                          	 
	 	 	 	 	 	 	 
	
                                                                            C.

                                                                          	
                                                                            Section
      8.8(b) Loan Loss Reserves

                                                                          	 
	 
      	 	 	 	 	 	 
	 
      	
                                                                            Provision
      for loan losses – previous four quarters

                                                                          	 	 	$	   	 
	 
      	
                                                                            Net
      Charge-offs – previous four quarters

                                                                          	 	 	$	   	 
	 
      	 	 	 	 	 	 
	 
      	
                                                                            Ratio
      of Provision to Net Charge-offs (Must be equal to or exceed
      100%)

                                                                          	 	 	 	  	%
	 
      	 	 	 	 	 	 
	 
      	
                                                                            Borrower
      is in compliance (circle yes or no)

                                                                          	 	 	
                                                                            yes/no

                                                                          	 
	 
      	 	 
	
                                                                            D.

                                                                          	
                                                                            Section
      8.10 Limitations on Indebtedness

                                                                          	 
	 	 	 
	 
      	
                                                                            A)

                                                                          	
                                                                            Consolidated
      Adjusted Net Worth

                                                                          	 	 	 	 	 	 	 
	 
      	 
      	 
      	 	 	 	 	 	 	 
	 
      	 
      	
                                                                            Total
      Shareholders’ Equity

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	
                                                                            Less:

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	
                                                                            Property
      & Equipment, net

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	
                                                                            Deferred
      Charges

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	
                                                                            Treasury
      Stock

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	
                                                                            Unamortized
      Discounts &

                                                                          	 	 	   	 	 	 	 	 
	 
      	 
      	
                                                                            Capitalized
      Expenses (Convertible Debt Fees)

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	
                                                                            Intangibles

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	
                                                                            Minority
      Interest

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	
                                                                            Direct
      loan origination costs (acct 1285)

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	
                                                                            Restricted
      Investments (investment in Mexico)

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	
                                                                            Excess
      Net Charge-offs

                                                                          	 	 	 	 	 	 	 	 
	 	 	

                                                                            Net
      Charge-offs for previous 12 months

                                                                          	 	$	 	 	 	 	 	 
	 	 	

                                                                            Allowance
      for Loan Losses

                                                                          	 	$	 	 	 	 	 	 
	 
      	
                                                                            Surplus
      resulting from asset write-up

                                                                          	 	$	   	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
      	
                                                                            Sub
      Total

                                                                          	 	$	   	 	 	 	 	 
	 
      	 
      	 
      	 	 	 	 	 	 	 	 
	 
      	
                                                                            Consolidated
      Adjusted Net Worth

                                                                          	 	  	   	 	 	$	 	 


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	 
      	
                                                                                                B)

                                                                                              	
                                                                                                Total
      Debt

                                                                                              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	1.
         Senior Loans	 	$	 	 	 	 	 	 
	 	 	2.
         Second Lien Subordinated Debt	 	$ 	 	 	 	 	 	 
	 	 	3.
         Other Subordinated Debt	 	$	 	 	 	 	 	 
	 	 	4.
         Other Indebtedess for Borrowed
    Money	 	$	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total
      Debt (sum of B1, B2, B3 and B4 )	 	 	 	 	 	$	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                                                                                                C)

                                                                                              	
                                                                                                Total
      Debt Limitation

                                                                                              	 	 	 	 	 	 	 	 
	 
      	 
      	
                                                                                                (sum
      of B1, B2, B3 and B4 x 325%)

                                                                                              	 	 	 	 	 	$	   	 
	 
      	 
      	 
      	 	 	 	 	 	 	 	 
	 
      	 
      	
                                                                                                Line
      C must not be greater than Line A

                                                                                              	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 	 	 	 	 	 	 	 
	 
      	 
      	
                                                                                                Borrower
      is in compliance (circle yes or no)

                                                                                              	 	 	 	 	 	
                                                                                                yes/no

                                                                                              	 
	 
      	 
      	 
      	 	 	 	 	 	 	 	 
	 
      	
                                                                                                D)

                                                                                              	
                                                                                                Subordinated
      Debt Limitation

                                                                                              	 	 	 	 	 	 	 	 
	 
      	 
      	
                                                                                                (sum
      of B2 and B3 x 100%)

                                                                                              	 	 	 	 	 	$	   	 
	 
      	 
      	 
      	 	 	 	 	 	 	 	 
	 
      	 
      	
                                                                                                Line
      D must not be greater than Line A

                                                                                              	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 	 	 	 	 	 	 	 
	 
      	 
      	
                                                                                                Borrower
      is in compliance (circle yes or no)

                                                                                              	 	 	 	 	 	
                                                                                                yes/no

                                                                                              	 


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

           

      

      
        
          
            
              
                
                  
                    
                      	
                              Current
      Debt

                            	 	
                              MAXIMUM

                            	 	 	
                              OUTSTANDING

                            	 
	 
      	 	 	 	 	 	 
	
                              Revolver

                            	 	$	   	 	 	$	   	 
	
                              Subordinated
      Notes

                            	 	$	  	 	 	$	   	 
	
                              Second
      Lien Non-Revolving Debt

                            	 	$	   	 	 	$	  	 
	 
      	 	 	 	 	 	 	 	 
	
                              TOTAL

                            	 	$	   	 	 	$	   	 
	 
      	 	 	 	 	 	 	 	 
	 	 	
                              AVAILABLE

                            	 	 	$	   	 


                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

    

    


    Exhibit G

     

    Assignment
and Acceptance

     

    Dated
_____________, _______

     

    Reference
is made to the Amended and Restated Credit Agreement dated as of
September 17, 2010 (as extended, renewed, amended or restated from time to
time, the “Credit
Agreement”) among World Acceptance Corporation, the Lenders party
thereto, and Bank of Montreal, as Administrative Agent (the “Administrative
Agent”).  Terms defined in the Credit Agreement are used herein
with the same meaning.

     

    ______________________________________________________
(the “Assignor”) and
_________________________ (the “Assignee”) agree as
follows:

     

    1.        The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, the amount and specified percentage
interest shown on Annex I hereto of the Assignor’s rights and obligations
under the Credit Agreement as of the Effective Assignment Date (as defined
below), including, without limitation, the Assignor’s Commitments as in effect
on the Effective Assignment Date and the Loans, if any, owing to the Assignor on
the Effective Assignment Date.

     

    2.        The
Assignor (i) represents and warrants that it is the legal and beneficial
owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim, lien, or encumbrance of any kind;
(ii) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document furnished pursuant thereto; and (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or any Subsidiary or the performance or
observance by the Borrower or any Subsidiary of any of their respective
obligations under the Credit Agreement or any other instrument or document
furnished pursuant thereto.

     

    3.        The
Assignee (i) confirms that it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered to the
Lenders pursuant to Section 8.20(a) and (b) thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon the
Administrative Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes the Administrative Agent to take
such action as Administrative Agent on its behalf and to exercise such powers
under the Credit Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (iv) appoints and authorizes the Collateral
Agent to take such action as Collateral Agent on its behalf and to exercise such
powers under the Collateral Documents and the other Loan Documents as are
delegated to the Collateral Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (v) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Lender; and
(vi) specifies as its lending office (and address for notices) the offices
set forth on its Administrative Questionnaire.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.        As
consideration for the assignment and sale contemplated in Annex I hereof,
the Assignee shall pay to the Assignor on the Effective Assignment Date in
Federal funds the amount agreed upon between them.  It is understood
that commitment and/or letter of credit fees accrued to the Effective Assignment
Date with respect to the interest assigned hereby are for the account of the
Assignor and such fees accruing from and including the Effective Assignment Date
are for the account of the Assignee.  Each of the Assignor and the
Assignee hereby agrees that if it receives any amount under the Credit Agreement
which is for the account of the other party hereto, it shall receive the same
for the account of such other party to the extent of such other party’s interest
therein and shall promptly pay the same to such other party.

     

    5.        The
effective date for this Assignment and Acceptance shall be ___________ (the
“Effective Assignment
Date”).  Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for acceptance and
recording by the Administrative Agent and, if required, the
Borrower.

     

    6.        Upon
such acceptance and recording, as of the Effective Assignment Date, (i) the
Assignee shall be a party to the Credit Agreement and, to the extent provided in
this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.

     

    7.        Upon
such acceptance and recording, from and after the Effective Assignment Date, the
Administrative Agent shall make all payments under the Credit Agreement in
respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest and commitment fees with respect thereto) to the
Assignee.  The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement for periods prior to the
Effective Assignment Date directly between themselves.

    


    
      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

    

     

    8.        This
Assignment and Acceptance shall be governed by, and construed in accordance
with, the laws of the State of Illinois.

    
      
        
          
            
              
                
                  	 
	
                          [Assignor
      Lender]

                        
	 
      
	
                          By

                        	 
      
	 
      	
                          Name

                        	 
      
	 
      	
                          Title

                        	 
      


                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  	
                          [Assignee
      Lender]

                        
	 
	
                          By

                        	 
      
	 
      	
                          Name

                        	 
      
	 
      	
                          Title

                        	 
      


                

              

            

          

        

      

    

     

    
      Accepted
and consented this

    

    
      ____ day
of _____________

    

     

    
      World
Acceptance Corporation

    

    
      
        
          
            
              
                	 
      	 
      	 
      
	
                        By

                      	 
      
	 
      	
                        Name

                      	 
      
	 
      	
                        Title

                      	 
      


              

            

          

        

      

    

     

    
      Accepted
and consented to by the Administrative Agent this ___ day of
_________

    

     

    
      Bank
of Montreal, as Administrative Agent

       

      
        
          	
                  By

                	 
      
	 
      	
                  Name

                	 
      
	 
      	
                  Title

                	 
      


        

      

    

    


    
      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

    

    


    Annex
I

    to
Assignment and Acceptance

     

    The
assignee hereby purchases and assumes from the assignor the following interest
in and to all of the Assignor’s rights and obligations under the Credit
Agreement as of the effective date.

    
      
        
          
            
              
                
                  
                    	 	 	 	 	 	 	 	 	 	 
	
                            Facility
      Assigned

                          	 	
                            Aggregate

                            Commitment/Loans

                            For
      All Lenders

                          	 	 	
                            Amount
      of

                            Commitment/Loans

                            Assigned

                          	 	 	
                            Percentage
      Assigned

                            of

                            Commitment/Loans

                          	 
	 	 	 	 	 	 	 	 	 	 
	
                            Revolving
      Credit

                          	 	$	   	 	 	$	   	 	 	 	   	%


                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Schedule
1.1

     

    Commitments

     

    
      
        
          
            	
                    Name
      of Lender

                  	 	
                    Commitments

                  	 
	 
      	 	 	 
	
                    Bank
      of Montreal

                  	 	$	50,000,000.00	 
	 
      	 	 	 	 
	
                    Bank
      of America, N.A.

                  	 	$	35,000,000.00	 
	 
      	 	 	 	 
	
                    Capital
      One, National Association

                  	 	$	30,000,000.00	 
	 
      	 	 	 	 
	
                    Wells
      Fargo Preferred Capital, Inc.

                  	 	$	49,000,000.00	 
	 
      	 	 	 	 
	
                    Carolina
      First Bank

                  	 	$	26,000,000.00	 
	 
      	 	 	 	 
	
                    Branch
      Banking and Trust Company

                  	 	$	15,000,000.00	 
	 
      	 	 	 	 
	
                    Texas
      Capital Bank, National Association

                  	 	$	10,000,000.00	 
	 
      	 	 	 	 
	
                    First
      Tennessee Bank National Association

                  	 	$	10,000,000.00	 
	 
      	 	 	 	 
	
                    Total

                  	 	$	225,000,000.00	 


          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Schedule 6.2

     

    Subsidiaries

     

    
      
        
          	
                  Name

                	 
      	
                  Jurisdiction
      of

                  Organization

                	 
      	
                  Owner

                	 
      	
                  Percentage

                  Ownership

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  WAC
      Insurance Company, Ltd.

                	 
      	
                  Turks
      and Caicos Island

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  WFC
      of South Carolina, Inc.

                	 
      	
                  South
      Carolina

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Acceptance Corporation of Alabama

                	 
      	
                  Alabama

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Acceptance Corporation of Missouri

                	 
      	
                  Missouri

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Finance Corporation of Georgia

                	 
      	
                  Georgia

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Finance Corporation of Illinois

                	 
      	
                  Illinois

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Finance Corporation of Louisiana

                	 
      	
                  Louisiana

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Finance Corporation of New Mexico

                	 
      	
                  New
      Mexico

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Finance Corporation of South Carolina

                	 
      	
                  South
      Carolina

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Finance Corporation of Tennessee

                	 
      	
                  Tennessee

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Finance Corporation of Texas

                	 
      	
                  Texas

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Acceptance Corporation of Oklahoma, Inc.

                	 
      	
                  Oklahoma

                	 
      	
                  World
      Finance Corporation of Texas

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  WFC
      Limited Partnership

                	 
      	
                  Texas

                	 
      	
                  World
      Acceptance Corporation of Oklahoma, Inc. (99%) and WFC of South
      Carolina, Inc. (1%)

                	 
      	
                  100%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  World
      Finance Corporation of Kentucky

                	 
      	
                  Kentucky

                	 
      	
                  World
      Acceptance Corporation

                	 
      	
                  100%

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Name

              	 
      	
                Jurisdiction
      of

                Organization

              	 
      	
                Owner

              	 
      	
                Percentage

                Ownership

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                World
      Finance Corporation of Colorado

              	 
      	
                Colorado

              	 
      	
                World
      Acceptance Corporation

              	 
      	
                100%

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                WFC
      Services, Inc., a South Carolina corporation

              	 
      	
                South
      Carolina

              	 
      	
                World
      Acceptance Corporation

              	 
      	
                100%

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                World
      Finance Corporation of Wisconsin, a Wisconsin corporation

              	 
      	
                Wisconsin

              	 
      	
                World
      Acceptance Corporation

              	 
      	
                100%

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

              	 
      	
                Mexico

              	 
      	
                World
      Acceptance Corporation (99%) and WFC Services, Inc., a South Carolina
      corporation (1%)

              	 
      	
                100%

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

              	
                  

              	
                Mexico

              	
                  

              	
                World
      Acceptance Corporation (1%) and WFC Services, Inc., a South Carolina
      corporation (99%)

              	
                  

              	
                100%

              


      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Schedule 6.8

     

    Pending
Litigation

     

    On
September 2, 2010, the Company and World Finance Corporation of Georgia were
served with a summons and complaint in the case of Mary A. Rawls vs. World Acceptance
Corporation; World Finance Corporation of Georgia; Fortegra Financial
Corporation fka Life of the South; and Life of the South Insurance
Company pending in the Superior Court of Fulton County, Georgia (case
number 2010CV190522) alleging violations of Georgia and federal law in
connection with the sale of non-file insurance products and seeking class
certification and unspecified monetary damages, injunctive relief and attorney’s
fees.  A copy of plaintiff’s pleadings has been furnished to the
Administrative Agent and its attorneys.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Schedule 6.9

     

    Pending
Tax Dispute

     

    -None-


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Schedule
6.11

     

    Existing
Indebtedness For Borrowed Money

     

    (a)    Obligations
under this Agreement.

     

    (b)    Second Lien
Subordinated Debt.

     

    (c)    Indebtedness
for Borrowed Money as evidenced by the Senior Subordinated Convertible
Notes.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Schedule 8.11

     

    Existing
Liens

     

    -None-