Amended
and Restated

    

    Guaranty
Agreement

     

    Dated as
of September 17, 2010

     

    of

     

    World
Acceptance Corporation of Alabama

    World
Acceptance Corporation of Missouri

    World
Finance Corporation of Georgia

    World
Finance Corporation of Louisiana

    World
Acceptance Corporation of Oklahoma, Inc.

    World
Finance Corporation of South Carolina

    World
Finance Corporation of Tennessee

    World
Finance Corporation of Texas

    WFC
Limited Partnership

    WFC
of South Carolina, Inc.

    World
Finance Corporation of Illinois

    World
Finance Corporation of New Mexico

    World
Finance Corporation of Kentucky

    World
Finance Corporation of Colorado

    World
Finance Corporation of Wisconsin

    and

    WFC
Services, Inc.

      


    in favor
of

       

    Harris
N.A., as Collateral Agent

     

    
      

      

    

    
       Exhibit 10.4 guaranty

       

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    Table
of Contents

     

    
      
        	
                Section

              	
                Heading

              	
                Page

              
	 
      	 
      	 
      
	
                Section
      1.

              	
                Guarantee

              	
                3

              
	 
      	 
      	 
      
	
                Section
      2.

              	
                Payment
      Upon Certain Events

              	
                3

              
	 
      	 
      	 
      
	
                Section
      3.

              	
                Waivers;
      Obligation Unconditional

              	
                4

              
	 
      	 
      	 
      
	
                Section
      4.

              	
                Collection
      Expenses

              	
                6

              
	 
      	 
      	 
      
	
                Section
      5.

              	
                No
      Subrogation Until Payment in Full; Continuation of
Guaranty

              	
                6

              
	 
      	 
      	 
      
	
                Section
      6.

              	
                Representations
      and Warranties

              	
                7

              
	 
      	 
      	 
      
	
                Section
      7.

              	
                Existence

              	
                7

              
	 
      	 
      	 
      
	
                Section
      8.

              	
                Limitation
      on Consolidation, Merger, Sale, Lease or other Disposition by
      Guarantors

              	
                7

              
	 
      	 
      	 
      
	
                Section
      9.

              	
                Jurisdiction
      and Service in Respect of Guarantors

              	
                8

              
	 
      	 
      	 
      
	
                Section
      10.

              	
                Successors
      and Assigns

              	
                8

              
	 
      	 
      	 
      
	
                Section
      11.

              	
                Notices

              	
                8

              
	 
      	 
      	 
      
	
                Section
      12.

              	
                Limitation
      on Maximum Liability

              	
                8

              
	 
      	 
      	 
      
	
                Section
      13.

              	
                Governing
      Law

              	
                9

              
	 
      	 
      	 
      
	
                Section
      14.

              	
                Guaranty
      Supplements.

              	
                9

              
	 
      	 
      	 
      
	
                Section
      15.

              	
                Miscellaneous

              	
                9

              
	 
      	 
      	 
      
	
                Section
      16.

              	
                Replacement
      Guaranty

              	
                9

              
	 
      	 
      	 
      
	
                Signature

              	 
      	
                10

              


      

    

     

    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    


    Attachments
to Amended and Restated Guaranty Agreement:

     

    Exhibit A        —Form
of Guaranty Supplement

     

    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    


    Amended
and Restated Guaranty Agreement

     

    This
Amended and Restated Guaranty Agreement (this “Guaranty”) is dated as
of September 17, 2010 among World
Acceptance Corporation of Alabama, an Alabama corporation, World
Acceptance Corporation of Missouri, a Missouri corporation, World
Finance Corporation of Georgia, a Georgia corporation, World
Finance Corporation of Louisiana, a Louisiana corporation, World
Acceptance Corporation of Oklahoma, Inc., an Oklahoma corporation, World
Finance Corporation of South Carolina, a South Carolina corporation,
World
Finance Corporation of Tennessee, a Tennessee corporation, World
Finance Corporation of Texas, a Texas corporation, WFC
Limited Partnership, a Texas limited partnership, WFC
of South Carolina, Inc., a South Carolina corporation, World
Finance Corporation of Illinois, an Illinois corporation, World
Finance Corporation of New Mexico, a New Mexico corporation, World
Finance Corporation of Kentucky, a Kentucky corporation, World
Finance Corporation of Colorado, a Colorado corporation, World
Finance Corporation of Wisconsin, a Wisconsin corporation, and WFC
Services, Inc., a South Caroline corporation (collectively, the “Guarantors” and individually
a “Guarantor”), in
favor of Harris N.A. (“Harris”), as collateral
agent hereunder for the Guaranteed Creditors hereinafter identified and defined
(Harris, acting as such collateral agent and any successor or successors to
Harris acting in such capacity being hereinafter referred to as the “Collateral Agent”), which
amends and restates the Original Guaranty (as hereinafter defined).

     

    Recitals
of the Guarantors

     

    A.    
Each Guarantor is, directly or indirectly a subsidiary of World Acceptance
Corporation, a South Carolina corporation (the “Borrower”).

     

    B.    
The Borrower previously entered into that certain Amended and Restated Revolving
Credit Agreement, dated as of July 20, 2005, as amended (the “Original Credit Agreement”),
among the Borrower, the lenders party thereto (the “Original Lenders”), and Bank
of Montreal, as administrative agent for the Original Lenders (the “Administrative Agent”),
pursuant to which such Original Lenders agreed, subject to certain terms and
conditions, to extend credit and make certain other financial accommodations
available to the Borrower.

     

    C.    
Indebtedness, obligations, and liabilities owed to the Original Lenders under
the Original Credit Agreement are currently guaranteed by the Guarantors
pursuant to, among other things, that certain Amended and Restated Guaranty
Agreement dated as of June 30, 1997 from the Guarantors in favor of Harris
N.A. (such Amended and Restated Guaranty, as heretofore amended and
supplemented, the “Original
Guaranty”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    D.    
The Borrower has requested that the Administrative Agent and certain Original
Lenders amend and restate the Original Credit Agreement by entering into an
Amended and Restated Revolving Credit Agreement dated as of the date hereof
(such Amended and Restated Revolving Credit Agreement, as the same may be
amended or modified from time to time, including further amendments and
restatements thereof in its entirety, being hereinafter referred to as the “Credit Agreement”), pursuant
to which the lenders party thereto (such lenders now or from time to time
hereafter party to the Credit Agreement being hereinafter referred to
collectively as the “Lenders” and individually as
a “Lender”) agree,
subject to certain terms and conditions, to extend credit and make certain other
financial accommodations available to the Borrower.  In addition, the
Borrower and the Guarantors (collectively, the “Loan Parties” and each
individually, a “Loan
Party”) may from time to time be liable to the Lenders and their
affiliates with respect to Hedging Liability, as such term is defined in the
Credit Agreement (the Collateral Agent, the Administrative Agent, and the
Lenders, together with any affiliates of the Lenders to whom any Hedging
Liability is owed, being hereinafter referred to collectively as the “Guaranteed Creditors” and
individually as a “Guaranteed
Creditor”).  All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement. 

     

    E.    
As a condition to extending the credit facilities to the Borrower under the
Credit Agreement or maintaining and/or entering into any Hedging Agreement, the
Guaranteed Creditors have required, among other things, that the Guarantors
execute and deliver this Guaranty and, in connection therewith, that the
Original Guaranty be amended and restated in its entirety to read as set forth
in this Guaranty.

     

    F.    
The Borrower shall also concurrently herewith enter into that certain Amended
and Restated Security Agreement, Pledge and Indenture of Trust dated as of the
date hereof, as the same may from time to time be amended or restated pursuant
to the terms thereof (the “Company Security Agreement”)
with the Collateral Agent whereby the Borrower grants to the Collateral Agent,
inter alia, for the
benefit of the secured creditors party thereto, all of its right, title and
interest in the Collateral (as defined therein) as security for the Secured
Indebtedness as defined therein.

     

    G.    
Each of the Guarantors shall also concurrently herewith into that certain
Amended and Restated Security Agreement, Pledge and Indenture of Trust dated as
of the date hereof, as the same may from time to time be amended or restated
pursuant to the terms thereof (the “Subsidiary Security
Agreement”) with the Collateral Agent whereby each of the Guarantors
grants to the Collateral Agent, inter alia,  for
the benefit of the secured creditors party thereto, all of its right, title and
interest in the Collateral (as defined therein) as security for the obligations
of the Guarantors hereunder and all other Secured Indebtedness as defined
therein.  The Company Security Agreement and the Subsidiary Security
Agreement are collectively referred to herein as the “Security Agreements,” and
the Credit Agreement, the Security Agreements, the other Loan Documents entered
into in connection therewith (including this Guaranty), and the agreements
entered into in connection with any Hedging Liability being referred to herein
collectively as the “Credit
Documents”.

     

    I.    
The Guarantors and the Borrower are engaged in related and mutually dependent
businesses and the Guarantors will benefit, directly or indirectly, from credit
and other financial accommodations extended by the Guaranteed Creditors to the
Borrower.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

       

    

    Now,
therefore, for value received, and in consideration of advances made or
to be made, or credit accommodations given or to be given, to the Borrower by
the Guaranteed Creditors from time to time, the Guarantors hereby jointly and
severally covenant and agree as follows:

     

    
      Section 1.         
Guarantee.

    

     

    The
Guarantors hereby jointly and severally unconditionally guarantee to the
Collateral Agent for the benefit of each and every Guaranteed Creditor (1) the
due and punctual payment at maturity, whether at stated maturity, by
acceleration, by notice of prepayment or otherwise, of the principal of and
premium, if any, and interest on the Obligations (as such term is defined in the
Credit Agreement) in accordance with the terms and conditions of the Credit
Agreement and the other Credit Documents, (2) the prompt performance and
compliance by the Borrower with each of its other obligations under the Credit
Documents to which it is a party, (3) the prompt performance and compliance
by each Guarantor of each of its obligations under the Credit Documents to which
it is a party, (4) the due and punctual payment of any other amounts due
under the Credit Agreement and the other Credit Documents, and (5) any and all
expenses and charges, legal or otherwise, suffered or incurred by the Guaranteed
Creditors, and any of them individually, in collecting or enforcing any of such
indebtedness, obligations, and liabilities or in realizing on or protecting or
preserving any security or guarantees therefore, in each case whether now
existing or hereafter arising (and whether arising before or after the filing of
a petition in bankruptcy and including all interest, costs, fees, and charges
after the entry of an order for relief against any Loan Party in a case under
Title 11 of the United States Bankruptcy Code or any similar proceeding,
whether or not such interest, costs, fees and charges would be an allowed claim
against such Loan Party in such proceeding), due or to become due, direct or
indirect, absolute or contingent, and howsoever evidenced, held or
acquired.  The indebtedness, obligations and liabilities described in
the immediately preceding clauses (1) through (5) are hereinafter referred to as
the “Guaranteed
Indebtedness”.  Such guaranty is an absolute, unconditional,
present and continuing guaranty of payment and not of collectability and is in
no way conditioned or contingent upon any attempt to collect from the Borrower
or from any other Guarantor or upon any other condition or
contingency.  If the Borrower shall fail to pay punctually any
Guaranteed Indebtedness, when and as the same shall become due and payable, the
Guarantors will upon demand immediately pay the same to the Guaranteed Creditors
to whom such payment is payable.

     

    
      Section 2.         
Payment Upon Certain Events.

    

     

    Each
Guarantor agrees that, if any of the following events occurs, i.e.,

     

    (a)    
the entry of a decree or order by a court having jurisdiction in the premises
for relief in respect of such Guarantor, or adjudging such Guarantor a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
adjustment or composition of or in respect of such Guarantor under the Federal
Bankruptcy Code or any other applicable Federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of or for such Guarantor or any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; or

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

       

    

    (b)    
the commencement by such Guarantor of a voluntary case, or the institution by it
of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it
to the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization,
arrangement or relief under the Federal Bankruptcy Code or any other applicable
Federal or state law, or the consent or acquiescence by it to the filing of any
such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Guarantor or any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability or its failure to pay its debts generally as they
become due, or the taking of corporate action by such Guarantor in furtherance
of any such action;

     

    such
Guarantor will forthwith pay to the Collateral Agent (to be applied in
accordance with Section 7.5 of the Company Security Agreement), without
demand or notice and whether or not there has been any other default under any
Credit Document, all of the Guaranteed Indebtedness which is then existing,
including, without limitation, the whole amount of the principal of the Loans
then outstanding under the Credit Agreement and any unpaid interest thereon and
fees owing thereunder.

     

    
      Section 3.         
Waivers; Obligation Unconditional.

    

     

    Each
Guarantor assents to all the terms, covenants and conditions of the Credit
Documents, and irrevocably waives presentation, demand for payment, or protest,
of any of the Guaranteed Indebtedness, any and all notice of any such
presentation, demand or protest, notice of any Default or Event of Default under
any Credit Document, notice of acceptance of this Guaranty or of the terms and
provisions thereof by any Guaranteed Creditor or the Collateral Agent, any
requirement of diligence or promptness on the part of any Guaranteed Creditor or
the Collateral Agent in the enforcement of rights under the provisions hereof or
any Credit Document, or any right to require any Guaranteed Creditor or the
Collateral Agent to proceed first against the Borrower or any other
Guarantor.  The obligations of each Guarantor hereunder shall be
unconditional irrespective of the genuineness, validity, regularity or
enforceability of any Credit Document or of any other circumstance which might
otherwise constitute a legal or equitable discharge of a surety or
guarantor.  The obligations of each Guarantor hereunder shall not be
affected by:

     

    (a)    
the recovery of any judgment against the Borrower or any other Guarantor, or by
the levy of any writ or process of execution under any such judgment, or by any
action or proceeding taken by the Collateral Agent or any Guaranteed Creditor,
under any Credit Document for the enforcement thereof, or hereof, or in the
exercise of any right or power given or conferred thereby, or hereby,
or

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

       

    

    (b)    
any delay, failure or omission upon the part of the Collateral Agent or any
Guaranteed Creditor to enforce any of the rights or powers given or conferred
hereby or by any Credit Document, or by any delay, failure or omission upon the
part of the Collateral Agent or any Guaranteed Creditor to enforce any right of
the Collateral Agent or any Guaranteed Creditor against the Borrower or any
other Guarantor, or by any action by the Collateral Agent or any Guaranteed
Creditor in granting indulgence to the Borrower or any other Guarantor, or in
waiving or acquiescing in any Default or Event of Default upon the part of the
Borrower or any other Guarantor under any Credit Document, or

     

    (c)    
the consolidation or merger of the Borrower or any of its Subsidiaries with or
into any other corporation or corporations or any sale, lease or other
disposition of the Borrower or any of its Subsidiaries properties as an entirety
or substantially as an entirety to any other corporation, or

     

    (d)    
the acceptance of any additional security or other guaranty, the advance of
additional money to the Borrower or any other Person, the renewal or extension
of any Guaranteed Indebtedness, or the sale, release, substitution or exchange
of any security for the Guaranteed Indebtedness, or

     

    (e)    
any defense (other than the full and indefeasible payment and performance by the
Loan Parties of their obligations under the Credit Documents) whatsoever that
the Borrower, any other Guarantor or any other Person might have to the payment
of any of the Guaranteed Indebtedness or to the performance or observance of any
of the provisions of any Credit Document, whether through the satisfaction or
purported satisfaction by the Borrower, any other Guarantor or any other Person
of its debts due to any cause such as bankruptcy, insolvency, receivership,
merger, consolidation, reorganization, dissolution, liquidation, winding-up or
otherwise, or

     

    (f)    
impossibility or illegality of performance on the part of the Borrower, any
other Guarantor or any other Person of its obligations under any Credit Document
or this Guaranty, or

     

    (g)    
any renewal, extension, refunding, amendment or modification of or addition or
supplement to or deletion from any of the terms of any Credit Document, or any
other agreement which may be made relating to any such instruments which does
not specifically amend or specifically modify the terms of this Guaranty,
or

     

    (h)    
any amendment, compromise, release or consent or other action or inaction in
respect of any of the terms of any Credit Document (other than any such
amendment, compromise, release or consent or other action which, by its terms,
expressly modifies the terms and provisions hereof), or

     

    (i)    
any bankruptcy, insolvency, reorganization, arrangement, adjustment,
composition, liquidation, or the like of the Borrower or any of its
Subsidiaries, or

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

       

    

    (j)    
absence of any notice to, or knowledge by, such Guarantor of the existence or
occurrence of any of the matters or events set forth in the foregoing
subdivisions (a) through (i), or

     

    (k)    
any other act or delay or failure to act, or by any other thing, which may or
might in any manner or to any extent vary the risk of such Guarantor
hereunder;

     

    it being
the purpose and intent of the parties hereto that the obligations of each
Guarantor hereunder shall be absolute and unconditional under any and all
circumstances, and shall not be discharged except by payment and performance as
herein provided, and then only to the extent of such payment or
performance.

     

    
      Section 4.         
Collection Expenses.

    

     

    In the
event that any Guarantor shall be required to make any payment to the Collateral
Agent or any Guaranteed Creditor pursuant to this Guaranty, each such Guarantor,
jointly and severally, agrees that it shall, in addition to such payment, pay to
the Collateral Agent or such Guaranteed Creditor, as the case may be, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including a reasonable compensation to attorneys, and any expenses
or liabilities incurred by the Collateral Agent or any Guaranteed Creditor
hereunder.  The covenants contained in this Guaranty may be enforced
by the Collateral Agent for the benefit of the Guaranteed
Creditors.

     

    
      Section 5.         
No Subrogation Until Payment in Full; Continuation of
Guaranty.

    

     

    No
payment by any Guarantor pursuant to the provisions hereof to the Collateral
Agent or any Guaranteed Creditor shall entitle such Guarantor, by subrogation to
the rights of the Collateral Agent or the Guaranteed Creditors in respect of
which such payment is made or otherwise, to any payment by the Borrower or any
other Guarantor or out of the property of the Borrower or any other Guarantor,
except after irrevocable payment in full of the entire principal of and premium,
if any, and interest on the Guaranteed Indebtedness, or provision for such
payment satisfactory to the Guaranteed Creditors.

     

    The
obligations of each Guarantor shall continue to be effective, or be reinstated,
as the case may be, if at any time any payment of any Guaranteed Indebtedness is
rescinded or must otherwise be restored or returned by the Collateral Agent or
any Guaranteed Creditor upon the bankruptcy, insolvency, reorganization,
arrangement, adjustment, composition, liquidation or the like of the Borrower or
any of its Subsidiaries, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any of its Subsidiaries or any substantial part of the property
thereof, or otherwise, all as though such payments had not been
made.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    
      Section 6.         
Representations and Warranties.

    

     

    Each
Guarantor represents and warrants:

     

    (a)    
Such Guarantor and the Borrower are engaged in related and mutually dependent
business and such Guarantor has received a direct financial benefit from the
transactions contemplated by the Credit Agreement and the other Credit
Documents; and

     

    (b)    
As of the date hereof and after giving effect to the execution and delivery of
this Guaranty by such Guarantor, (a) the aggregate value of such Guarantor,
whether valued as a going concern, at fair valuation or at its fair present
salable value, exceeds the aggregate amount of all debts and liabilities
(including contingent, subordinated, unmatured and unliquidated liabilities) of
such Guarantor, (b) such Guarantor has and shall have sufficient assets or cash
flow to pay its existing obligations and liabilities and all other currently
contemplated obligations and liabilities when due, and (c) such Guarantor’s
assets, property and capital are reasonably adequate for the business in which
such Guarantor is engaged or proposes to engage.  The obligations
incurred by such Guarantor under or pursuant to this Guaranty are not being
incurred with actual intent to hinder, delay or defraud existing or future
creditors of the Borrower or such Guarantor.

     

    
      Section 7.         
Existence.

    

     

    Each
Guarantor will do all things necessary to preserve and keep in full force and
effect its legal existence, rights and franchises; provided, however, that
nothing in this Section shall prevent the withdrawal by such Guarantor from any
State or jurisdiction of its qualification as a foreign corporation or limited
partnership, as the case may be, and its authorization to do business in such
State or jurisdiction or a consolidation or merger permitted by Section 8
hereof.

     

    
      Section 8.         
Limitation on Consolidation, Merger, Sale, Lease or other Disposition by
Guarantors.

    

     

    No
Guarantor will consolidate with, merge into, or sell, lease or otherwise dispose
of all or substantially all its property as an entirety to, any other person or
entity (other than as permitted by Section 10.4 of the Subsidiary Security
Agreement and Section 8.13 of the Credit Agreement) unless the person or
entity (if other than such Guarantor, the Borrower or another Restricted
Subsidiary which is a party to this Guaranty) resulting from any such
consolidation or merger or to which such sale, lease or other disposition shall
have been made, shall, immediately upon such consolidation, merger, sale, lease
or other disposition,

     

    (a)    
expressly assume in writing the due and punctual performance and observance of
all the terms, covenants, agreements and conditions of this Guaranty and the
Subsidiary Security Agreement and other Credit Documents to be performed or
observed by such Guarantor to the same extent as if such successor person or
entity instead of such Guarantor had been the original party hereto and thereto;
and

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

       

    

    (b)    
furnish a true and complete copy of the assumption to each Guaranteed Creditor,
together with an opinion of counsel opining favorably as to the due
authorization, execution and enforceability of the assumption;

     

    provided, however, that no
such merger, sale, lease or other disposition shall be permitted hereunder if in
violation of the provisions of the Credit Agreement or any other Credit
Document.

     

    
      Section 9.         
Jurisdiction and Service in Respect of Guarantors.

    

     

    Each
Guarantor hereby irrevocably submits to the jurisdiction of the courts of the
State of South Carolina and of the courts of the United States of America having
jurisdiction in the State of South Carolina for the purpose of any legal action
or proceeding in any such court with respect to, or arising out of, this
Agreement.  Each Guarantor hereby designates and appoints
A. Alexander McLean III, Chief Executive Officer, World Acceptance
Corporation, 108 Frederick Street, Greenville, South
Carolina  29607-2532, and his/her successors as such Guarantor’s
lawful agent in the State of South Carolina upon which may be served and which
may accept and acknowledge, for and on behalf of such Guarantor, all process in
any action, suit or proceeding that may be brought against such Guarantor in any
of the courts referred to in this Section, and agrees that such service of
process, or the acceptance or acknowledgment thereof by said agent, shall be
valid, effective and binding in every respect.  If any Guaranteed
Creditor shall cause process to be served upon such Guarantor by being served
upon such agent, a copy of such process shall also be mailed to CT Corporation
System by United States registered mail, first class postage prepaid, at 2
Office Park Court, Suite 103, Columbia, South Carolina, 29223

     

    
      Section 10.        Successors
and Assigns.

    

     

    All
covenants and agreements contained in this Guaranty by or on behalf of each
Guarantor shall be binding upon such Guarantor and its successors and assigns
and shall inure to the benefit of the Collateral Agent and each and every
Guaranteed Creditor.

     

    
      Section 11.        Notices.

    

     

    All
notices, requests, demands, waivers or other communications required or
contemplated hereby, except as otherwise provided in Section 9 hereof, shall be
given or made as provided in the Credit Agreement.

     

    
      Section 12.        Limitation
on Maximum Liability.

    

     

    Notwithstanding
anything in this Agreement to the contrary, the maximum liability of any
Guarantor under this Agreement shall in no event exceed such Guarantor’s Maximum
Guaranteed Amount. “Maximum
Guaranteed Amount” of any Guarantor shall mean the sum of (i) any
Valuable Transfer (as hereinafter defined), plus (to the extent not included in
(i) above) (ii) $1.00 less than the lowest amount which would render this
Agreement void or voidable under applicable law.  The term “Valuable Transfer” shall
mean all proceeds of any loans made or notes issued pursuant to the Credit
Agreement which are directly or indirectly advanced by the Borrower to such
Guarantor in any form whatsoever (including, without limitation, loans, advances
or capital contributions) or used, directly or indirectly, to enable the
Borrower or such Guarantor to carry any such advance.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

       

    

    
      Section 13.        Governing
Law.

    

     

    This
Agreement and all Rights arising hereunder shall be construed and determined in
accordance with the laws of the State of South Carolina and the performance
thereof shall be governed and enforced in accordance with such
laws.

     

    
      Section 14.        Guaranty
Supplements.

    

     

    Any
Subsidiary of the Borrower which becomes a party hereto after the date hereof
pursuant to Section 3.9 of the Company Security Agreement and a Guaranty
Supplement (substantially in the form attached as Exhibit A hereto) shall
be bound by all of the terms and provisions of this Agreement, and shall be a
“Guarantor” for all purposes of this Agreement, the Credit Agreement, and the
other Credit Documents.

     

    
      Section 15.        Miscellaneous.

    

     

    This
Guaranty may only be amended and/or modified by (i) a Guaranty Supplement
pursuant to §14 or (ii) any other instrument in writing signed by the Guarantors
and the Collateral Agent.  This Guaranty shall become effective upon
execution of this Guaranty by the Guarantors and the Guarantors hereby waive
notice of acceptance of this Guaranty by the Collateral Agent.  This
Guaranty may be executed simultaneously in several counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and
the same instrument.

     

    
      Section 16.        Replacement
Guaranty.

    

     

     This
Guaranty is issued in substitution and replacement for the Original Guaranty
and, upon the execution and delivery of this Guaranty by the Guarantors, this
Guaranty shall supersede all provisions of the Original Guaranty as of such
date.  The Guarantors hereby agree that, notwithstanding the execution
and delivery of this Guaranty, the obligations of the Guarantors created and
provided for under the Original Guaranty continue in effect under and pursuant
to the terms of this Guaranty for the benefit of all of the Guaranteed
Indebtedness referred to herein.

     

    [Signature
Page Follows]


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    In
Witness Whereof, each Guarantor and the Collateral Agent caused this
Amended and Restated Guaranty Agreement to be duly executed as of the day and
year first above written.

    


    
      
        
          
            	
                    World
      Acceptance Corporation of Alabama

                  
	
                    World
      Acceptance Corporation of Missouri

                  
	
                    World
      Finance Corporation of Georgia

                  
	
                    World
      Finance Corporation of Louisiana

                  
	
                    World
      Acceptance Corporation of Oklahoma, Inc.

                  
	
                    World
      Finance Corporation of South Carolina

                  
	
                    World
      Finance Corporation of Tennessee

                  
	
                    WFC
      of South Carolina, Inc.

                  
	
                    World
      Finance Corporation of Illinois

                  
	
                    World
      Finance Corporation of New Mexico

                  
	
                    World
      Finance Corporation of Kentucky

                  
	
                    World
      Finance Corporation of Colorado

                  
	
                    World
      Finance Corporation of Wisconsin

                  
	
                    WFC
      Services, Inc.

                  
	
                    World
      Finance Corporation of Texas

                  
	 
      	 
      	 
      
	
                    By

                  	  
      
	 
      	
                    Name:  
      

                  	
                    A.
      Alexander McLean III

                  
	 
      	
                    Its:

                  	
                    Chief
      Executive Officer

                  
	 
      
	
                    WFC
      Limited Partnership

                  
	 
      	 
      
	
                    By

                  	
                    WFC
      of South Carolina, Inc.,

                  
	 
      	
                    as
      sole general partner

                  
	 
      	 
      
	
                    By

                  	 
      
	 
      	
                    Name: 
      

                  	
                    A.
      Alexander McLean III

                  
	 
      	
                    Its:

                  	
                    Chief
      Executive Officer

                  


          

        

      

    

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    
      
        
          
            	
                    Harris
      N.A.

                  
	 	 
	
                    By

                  	 
      
	 
      	
                    Michael
      S. Cameli, Vice
President

                  


          

        

      

    

     

    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    Exhibit
A

     

    Guaranty
Supplement

     

    To Harris
N.A., as Collateral Agent,

    and the
Guaranteed Creditors

     

    Ladies
and Gentlemen:

     

    On
September 17, 2010, the Borrower entered into that certain the Amended and
Restated Credit Agreement dated as of September 17, 2010 (the “Credit Agreement”) with Bank
of Montreal, as administrative agent and the other lenders which are signatories
thereto.  The
Borrower also entered into that certain Amended and Restated Security Agreement,
Pledge and Indenture of Trust dated as of September 17, 2010 (the “Company Security
Agreement”).  As a condition to the transactions contemplated
by the Credit Agreement, the Borrower agreed that, subject to the terms and
conditions set forth in the Guaranty (as defined below), certain Restricted
Subsidiaries (as defined in the Credit Agreement) would guaranty the obligations
of (i) the Borrower under the Credit Agreement and other Credit Documents
to which it is a party and (ii) each other Restricted Subsidiary under the
Subsidiary Security Agreement and other Credit Documents to which they are a
party, in each case, pursuant to the Amended and Restated Guaranty Agreement
dated as of September 17, 2010 (the “Guaranty”).  In
accordance with the requirements of the Guaranty, the undersigned,
_______________, a [corporation/limited liability company/partnership] organized
under the laws of ____________ (the “Additional Guarantor”)
desires to amend the definition of Guarantor (as the same may have been
heretofore amended) set forth in the Guaranty attached hereto so that at all
times from and after the date hereof, the Additional Guarantor shall be jointly
and severally liable as set forth in the Guaranty for Guaranteed Indebtedness,
whether now existing or hereafter arising, to the extent and in the manner set
forth in the Guaranty.  Unless otherwise defined herein, all
capitalized terms used herein shall have the meaning provided for in the
Guaranty.

     

    The
undersigned is the duly elected ____________ of the Additional Guarantor, a
Restricted Subsidiary of the Borrower, and is duly authorized to execute and
deliver this Guaranty Supplement to each of you.  The execution by the
undersigned of this Guaranty Supplement shall evidence his or her consent to and
acknowledgment and approval of the terms set forth herein and in the
Guaranty.  The Additional Guarantor represents and warrants that the
representations and warranties set forth in Section 6 of the Guaranty as to
the Additional Guarantor are true and correct on and as of the date
hereof.

     

    Upon
execution of this Guaranty Supplement, the Guaranty shall be deemed to be
amended as set forth above.  Except as amended herein, the terms and
provisions of the Guaranty, the Credit Agreement, and the other Credit Documents
are hereby ratified, confirmed and approved in all respects.

     

    Any and
all notices, requests, certificates and other instruments may refer to the
Guaranty and the other Credit Documents without making specific reference to
this Guaranty Supplement, but nevertheless all such references shall be deemed
to include this Guaranty Supplement unless the context shall otherwise
require.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Dated
:_________________, 20__.

     

    
      
        
          
            
              	
                      [Name
      of Additional Guarantor]

                    
	 
      	 
      
	
                      By

                    	  
      
	 
      	
                      Name:

                    	  
      
	 
      	
                      Title:

                    	 
       


            

          

        

      

    

     

    
      
         


      

      
        -2-