EXECUTION
VERSION

    

     

    This
instrument and the rights and obligations evidenced hereby are subordinate in
the manner and to the extent set forth in that certain Subordination and
Intercreditor Agreement (the “Intercreditor Agreement”)
dated as of even date herewith, among  Wells Fargo Preferred Capital,
Inc., as agent for the Subordinated Creditors referred to therein, Bank of
Montreal, as agent for the Senior Creditors referred to therein, and World
Acceptance Corporation, to the Senior Debt described in the Intercreditor
Agreement, and each holder of this instrument, by its acceptance hereof, shall
be bound by the provisions of the Intercreditor Agreement.


    
      
        
          
            	
                        

                  


          

        

      

       

    

    Subordinated
Credit Agreement

     

    by
and among

     

    World
Acceptance Corporation,

     

    the
Lenders parties hereto,

     

    and

     

    Wells
Fargo Preferred Capital, Inc., as Administrative Agent

     

    Dated
as of September 17, 2010


    
      
        
          
            	
                        

                  


          

        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    Table
Of Contents

     

    
      
        
          
            	 
      	 	 
      	 	
                    Page

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      1

                  	 	
                    The
      Credit

                  	 	
                    1

                  
	 
      	 	 
      	 	 
      
	
                    Section
      1.1.

                  	 	
                    The
      Credit

                  	 	
                    1

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      2

                  	 	
                    General
      Provisions Applicable to Loans

                  	 	
                    1

                  
	 
      	 	 
      	 	 
      
	
                    Section
      2.1.

                  	 	
                    Applicable
      Interest Rates

                  	 	
                    1

                  
	
                    Section
      2.2.

                  	 	
                    Minimum
      Borrowing Amounts

                  	 	
                    1

                  
	
                    Section
      2.3.

                  	 	
                    Borrowing
      Procedures

                  	 	
                    2

                  
	
                    Section
      2.4.

                  	 	
                    Interest
      Periods

                  	 	
                    2

                  
	
                    Section
      2.5.

                  	 	
                    Maturity
      of Loans

                  	 	
                    2

                  
	
                    Section
      2.6.

                  	 	
                    Prepayments

                  	 	
                    2

                  
	
                    Section
      2.7.

                  	 	
                    Default
      Rate

                  	 	
                    3

                  
	
                    Section
      2.8.

                  	 	
                    The
      Notes

                  	 	
                    3

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      3

                  	 	
                    Fees,
      Extensions and Applications

                  	 	
                    4

                  
	 
      	 	 
      	 	 
      
	
                    Section
      3.1.

                  	 	
                    Unused
      Fee

                  	 	
                    4

                  
	
                    Section
      3.2.

                  	 	
                    Audit
      Fees

                  	 	
                    5

                  
	
                    Section
      3.3.

                  	 	
                    Commitment
      Fee

                  	 	
                    5

                  
	
                    Section
      3.4.

                  	 	
                    Place
      and Application of Payments

                  	
                     

                  	
                    5

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      4

                  	 	
                    The
      Collateral and Guaranties

                  	 	
                    6

                  
	 
      	 	 
      	 	 
      
	
                    Section
      4.1.

                  	 	
                    The
      Collateral

                  	 	
                    6

                  
	
                    Section
      4.2.

                  	 	
                    Subsidiary
      Guaranties

                  	 	
                    6

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      5

                  	 	
                    Definitions;
      Interpretation

                  	 	
                    7

                  
	 
      	 	 
      	 	 
      
	
                    Section
      5.1.

                  	 	
                    Definitions

                  	 	
                    7

                  
	
                    Section
      5.2.

                  	 	
                    Interpretation

                  	 	
                    21

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      6

                  	 	
                    Representations
      and Warranties

                  	 	
                    22

                  
	 
      	 	 
      	 	 
      
	
                    Section
      6.1.

                  	 	
                    Organization
      and Qualification

                  	 	
                    22

                  
	
                    Section
      6.2.

                  	 	
                    Subsidiaries

                  	 	
                    22

                  
	
                    Section
      6.3.

                  	 	
                    Corporate
      Authority and Validity of Obligations

                  	 	
                    23

                  
	
                    Section
      6.4.

                  	 	
                    Investment
      Company; Public Utility Holding Company

                  	 	
                    23

                  
	
                    Section
      6.5.

                  	 	
                    Use
      of Proceeds; Margin Stock

                  	 	
                    23

                  
	
                    Section
      6.6.

                  	 	
                    Financial
      Reports

                  	 	
                    24

                  
	
                    Section
      6.7.

                  	 	
                    No
      Material Adverse Change

                  	 	
                    24

                  
	
                    Section
      6.8.

                  	 	
                    Litigation

                  	 	
                    24

                  
	
                    Section
      6.9.

                  	 	
                    Taxes

                  	 	
                    24

                  
	
                    Section
      6.10.

                  	 	
                    Approvals

                  	 	
                    24

                  
	
                    Section 6.11.

                  	 	
                    Indebtedness
      and Liens

                  	 	
                    25

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Section
      6.12.

                  	 	
                    ERISA

                  	 	
                    25

                  
	
                    Section
      6.13.

                  	 	
                    Material
      Agreements

                  	 	
                    25

                  
	
                    Section
      6.14.

                  	 	
                    Compliance
      with Laws

                  	 	
                    25

                  
	
                    Section
      6.15.

                  	 	
                    Full
      Disclosure

                  	 	
                    26

                  
	
                    Section
      6.16.

                  	 	
                    No
      Defaults

                  	 	
                    26

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      7

                  	 	
                    Conditions
      Precedent.

                  	 	
                    26

                  
	 
      	 	 
      	 	 
      
	
                    Section
      7.1.

                  	 	
                    Initial
      Borrowing

                  	 	
                    26

                  
	
                    Section
      7.2.

                  	 	
                    All
      Loans

                  	 	
                    28

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      8

                  	 	
                    Covenants.

                  	 	
                    28

                  
	 
      	 	 
      	 	 
      
	
                    Section
      8.1.

                  	 	
                    Existence,
      Etc

                  	 	
                    28

                  
	
                    Section
      8.2.

                  	 	
                    Insurance

                  	 	
                    28

                  
	
                    Section
      8.3.

                  	 	
                    Taxes,
      Claims for Labor and Materials

                  	 	
                    29

                  
	
                    Section
      8.4.

                  	 	
                    Compliance
      with Laws

                  	 	
                    29

                  
	
                    Section
      8.5.

                  	 	
                    Maintenance,
      Etc

                  	 	
                    29

                  
	
                    Section
      8.6.

                  	 	
                    Nature
      of Business

                  	 	
                    30

                  
	
                    Section
      8.7.

                  	 	
                    Consolidated
      Net Worth

                  	 	
                    30

                  
	
                    Section
      8.8.

                  	 	
                    Fixed
      Charge Coverage Ratio; Loan Loss Reserves

                  	 	
                    30

                  
	
                    Section
      8.9.

                  	 	
                    Permitted
      Indebtedness

                  	 	
                    30

                  
	
                    Section
      8.10.

                  	 	
                    Limitations
      on Indebtedness

                  	 	
                    31

                  
	
                    Section
      8.11.

                  	 	
                    Limitation
      on Liens

                  	 	
                    31

                  
	
                    Section
      8.12.

                  	 	
                    Subordinated
      Debt

                  	 	
                    32

                  
	
                    Section
      8.13.

                  	 	
                    Mergers,
      Consolidations and Sales or Transfers of Assets

                  	 	
                    33

                  
	
                    Section
      8.14.

                  	 	
                    Lease-Backs

                  	
                     

                  	
                    35

                  
	
                    Section
      8.15.

                  	 	
                    Guaranties

                  	
                     

                  	
                    35

                  
	
                    Section 8.16.

                  	 	
                    Limitation
      on Restrictions

                  	
                     

                  	
                    35

                  
	
                    Section
      8.17.

                  	 	
                    Transactions
      with Affiliates

                  	 	
                    35

                  
	
                    Section
      8.18.

                  	 	
                    Investments

                  	 	
                    36

                  
	
                    Section
      8.19.

                  	 	
                    Termination
      of Pension Plans

                  	 	
                    37

                  
	
                    Section
      8.20.

                  	 	
                    Reports
      and Rights of Inspection

                  	 	
                    37

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      9

                  	 	
                    Events
      of Default and Remedies.

                  	 	
                    40

                  
	 
      	 	 
      	 	 
      
	
                    Section
      9.1.

                  	 	
                    Events
      of Default

                  	 	
                    40

                  
	
                    Section
      9.2.

                  	 	
                    Notice
      to Lenders

                  	 	
                    43

                  
	
                    Section
      9.3.

                  	 	
                    Non-Bankruptcy
      Defaults

                  	 	
                    43

                  
	
                    Section
      9.4.

                  	 	
                    Bankruptcy
      Defaults

                  	 	
                    43

                  
	
                    Section
      9.5.

                  	 	
                    Expenses

                  	 	
                    44

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      10

                  	 	
                    RESERVED.

                  	 	 
      
	 
      	 	 
      	 	 
      
	
                    SECTION
      11

                  	 	
                    The
      Administrative Agent.

                  	 	
                    44

                  
	 
      	 	 
      	 	 
      
	
                    Section
      11.1.

                  	 	
                    Appointment
      and Authorization

                  	 	
                    44

                  
	
                    Section 11.2.

                  	 	
                    Administrative
      Agent and Affiliates

                  	 	
                    44

                  


          

        

      

    

     

    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Section
      11.3.

                  	 	
                    Action
      by Administrative Agent

                  	 	
                    45

                  
	
                    Section
      11.4.

                  	 	
                    Consultation
      with Experts

                  	 	
                    45

                  
	
                    Section
      11.5.

                  	 	
                    Liability
      of Administrative Agent

                  	 	
                    45

                  
	
                    Section
      11.6.

                  	 	
                    Indemnification

                  	 	
                    45

                  
	
                    Section
      11.7.

                  	 	
                    Credit
      Decision

                  	 	
                    46

                  
	
                    Section
      11.8.

                  	 	
                    Resignation
      of the Administrative Agent

                  	 	
                    46

                  
	
                    Section
      11.9.

                  	 	
                    Payments

                  	 	
                    47

                  
	
                    Section
      11.10.

                  	 	
                    Designation
      of Additional Agents

                  	 	
                    47

                  
	
                    Section
      11.11.

                  	 	
                    Authorization
      to Release or Subordinate or Limit Liens

                  	 	
                    47

                  
	
                    Section 11.12.

                  	 	
                    Collateral
      Agent

                  	 	
                    48

                  
	 
      	 	 
      	 	 
      
	
                    SECTION
      12

                  	 	
                    Miscellaneous.

                  	 	
                    48

                  
	 
      	 	 
      	 	 
      
	
                    Section
      12.1.

                  	 	
                    Withholding
      Taxes

                  	 	
                    49

                  
	
                    Section
      12.2.

                  	 	
                    No
      Waiver of Rights

                  	 	
                    50

                  
	
                    Section
      12.3.

                  	 	
                    Non-Business
      Day

                  	 	
                    50

                  
	
                    Section
      12.4.

                  	 	
                    Documentary
      Taxes

                  	 	
                    50

                  
	
                    Section
      12.5.

                  	 	
                    Survival
      of Representations

                  	 	
                    50

                  
	
                    Section
      12.6.

                  	 	
                    Survival
      of Indemnities

                  	 	
                    50

                  
	
                    Section
      12.7.

                  	 	
                    Sharing
      of Set-Off

                  	 	
                    50

                  
	
                    Section
      12.8.

                  	 	
                    Notices

                  	 	
                    51

                  
	
                    Section
      12.9.

                  	 	
                    Counterparts

                  	 	
                    52

                  
	
                    Section
      12.10.

                  	 	
                    Successors
      and Assigns

                  	 	
                    52

                  
	
                    Section
      12.11.

                  	 	
                    Amendments

                  	 	
                    53

                  
	
                    Section
      12.12.

                  	 	
                    Non-Reliance
      on Margin Stock

                  	 	
                    54

                  
	
                    Section
      12.13.

                  	 	
                    Fees
      and Indemnification

                  	 	
                    54

                  
	
                    Section
      12.14.

                  	 	
                    Governing
      Law

                  	 	
                    55

                  
	
                    Section
      12.15.

                  	 	
                    Headings

                  	 	
                    55

                  
	
                    Section
      12.16.

                  	 	
                    Entire
      Agreement

                  	 	
                    55

                  
	
                    Section
      12.17.

                  	 	
                    Terms
      of Collateral Documents not Superseded

                  	 	
                    55

                  
	
                    Section 12.18.

                  	 	
                    Submission
      to Jurisdiction; Waiver of Jury Trial

                  	 	
                    55

                  
	
                    Section
      12.19.

                  	 	
                    USA
      Patriot Act

                  	 	
                    56

                  


          

        

      

    

     

    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    

     

    EXHIBITS AND
SCHEDULES

    
      	
              Exhibit
      A

            	
              —

            	
              Borrowing
      Base Certificate

            
	
              Exhibit
      B

            	
              —

            	
              Annual
      Compliance Certificate

            
	
              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-

        
          

        

      

      
         


      

    

    


    SUBORDINATED CREDIT
AGREEMENT

     

    This
Subordinated 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 Wells Fargo Preferred Capital, Inc., as Administrative
Agent.  All capitalized terms used herein without definition shall
have the same meanings herein as such terms as are defined in Section 5.1
hereof.

     

    Preliminary
Statements

     

    The
Borrower has requested and the Administrative Agent and the Lenders have agreed
to make available to  the Borrower a secured non-revolving line of
credit, all on the terms and subject to the conditions set forth
herein.

     

    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 Credit. Subject to
the terms and conditions hereof, the Lenders agree to extend a non-revolving
line of credit (the “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 Borrowing Base
as then determined and computed, which may be availed of by the Borrower in its
discretion from time to time to but not including the Termination
Date.  The aggregate amount of the Credit that a Lender agrees to
extend to the Borrower shall be the aggregate amount of its
Commitment.  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.              Interest
Rate.  Each 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 Base Rate from
time to time in effect plus the Applicable Margin, payable quarterly in arrears
on the fifth (5th) day of
each January, April, July and October in each year (commencing on the first such
date occurring after the date hereof) and at maturity (whether by acceleration
or otherwise); provided, however, during each period that the outstanding
principal balance of the Loans is less than $30,000,000 (“Minimum Balance”), the
Borrower shall pay interest at such rate per annum based upon the Minimum
Balance.

     

    Section
2.2.              Minimum Borrowing
Amounts.  Each Borrowing of Loans shall be in an amount not
less than $1,000,000, or any larger amount that is an integral multiple of
$100,000.  


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section
2.3.              Borrowing
Procedures.

     

    (a) Notice to the Administrative
Agent.  The Borrower shall notify the Administrative Agent not
later than 11:00 a.m. (Iowa time), on the date of each requested Borrowing,
specifying the date, amount and purpose of the Borrowing.  Such notice
shall be submitted via the Administrative Agent’s online automatic request
system and shall be certified by the president or treasurer (or such other
authorized Person as the Borrower directs from time to time) of the
Borrower.

     

                  (b)Notice to the
Lenders.  The Administrative Agent shall give prompt (but in
any event by 12:00 noon (Iowa time)) telephonic or telecopy notice to each of
the Lenders of any borrowing request received pursuant to Section 2.3(a)
above.

     

                  (c)Limitation on Borrowing
Requests.  Notwithstanding anything to the contrary contained
herein and following the initial Borrowing on the date hereof, the Borrower may
request no more than one (1) Borrowing per fiscal quarter.

     

                  (d)Disbursement of
Loans.  Not later than 1:00 p.m. (Iowa time) on the date of any
Borrowing of Loans, each Lender shall make available its Loan in funds
immediately available in Des Moines, Iowa at the principal office of the
Administrative Agent.  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 Des Moines, Iowa
(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.

     

    Section
2.4.              RESERVED

     

    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.  Except
as may be required by Section 2.6(b) below, the Borrower shall not have the
privilege of making any prepayment of the Loans through and including the second
anniversary of the date of this Agreement.  Thereafter, the Borrower
shall have the privilege of prepaying without premium or penalty (except as
expressly set forth below) and in whole or in part (but, if in part, then in an
amount not less than $100,000) any Borrowing of Loans at any time on any
Business Day upon at least five (5) Business Days prior written notice to the
Administrative Agent.  Notwithstanding the foregoing, in the event the
Borrower repay the Loan in full prior to the Maturity Date or the Obligations
are accelerated following the occurrence of an Event of Default, the Borrower
shall pay to Administrative Agent for the ratable benefit of the Lenders a sum
equal to the following as a termination fee (the “Termination Fee”): (a) 1.0%
of (i) the then applicable Commitments minus (ii) any previous principal
repayments, plus (b) the amount of interest that would accrue on an amount equal
to the Minimum Balance from the date of such repayment through and including the
Maturity Date based upon the then per annum rate of interest applicable on the
date of such repayment pursuant to Section 2.1.  The Borrower
acknowledges that the Termination Fee is an estimate of the Lenders’ damages in
the event of early termination and is not a penalty.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

                  (b)Mandatory.

     

    (i) Concurrently with each reduction
of the Commitments, the Borrower shall prepay the Notes by the amount, if any,
necessary so that the aggregate outstanding principal balance of the Notes shall
not exceed the Commitments as so reduced, each such prepayment to be made by the
payment of the principal amount to be prepaid.

     

    (ii)  The Borrower
covenants and agrees that in the event that the outstanding principal amount of
the Notes shall at any time and for any reason exceed the Borrowing Base as then
determined and computed, the Borrower shall immediately upon the demand of the
Administrative Agent or the Required Lenders to the extent permitted pursuant to
the Intercreditor Agreement 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 Notes.

     

                  (c)Reborrowings.  Amounts
paid or prepaid on the Loans on or before the Termination Date may not be
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 the sum of 2% plus the then applicable rate
of interest pursuant to Section 2.1 hereof; 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.              The Notes.

     

    (a) The Loans made to the Borrower by a
Lender shall be evidenced by a promissory note of the Borrower in form and
substance acceptable to Administrative Agent.  Each such promissory
note as the same may from time to time be amended together with any notes
executed in replacement thereof are hereinafter referred to individually as a
“Note” and collectively
as the “Notes”.  Such Note
shall be dated the date of issuance thereof and payable to the order of each
Lender in the principal amount of its Commitment.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

                  (b)Each Lender shall record on its books
or records or on a schedule to the Note held by it the amount of each Loan made
by it to the Borrower and all payments of principal and interest and the
principal balance from time to time outstanding thereon; provided that prior to the
transfer of any Note all such amounts shall be recorded on a schedule to such
Note.  The record thereof, whether shown on such books or records of a
Lender or on a schedule to any Note, shall be prima facie evidence as to
all such amounts; provided,
however, that the failure of any Lender to record any of the foregoing or
any error in any such record shall not limit or otherwise affect the obligation
of the Borrower to repay all Loans made to it hereunder together with accrued
interest thereon.

     

    Section
2.9               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 unused 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 unused 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.

     

    SECTION
3          Fees, Extensions
and Applications.

     

    Section
3.1.              Unused Fee.  The
Borrower shall pay to the Administrative Agent for the ratable account of the
Lenders an unused fee at the rate of (a) if the Usage Rate for a month is less
than 65%, 37.5 basis points 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 then applicable Commitments hereunder (less any
previous principal repayments) and (b) if the Usage Rate for a month is equal to
or greater than 65%, 25 basis points 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 unused fee is
payable in arrears on fifth (5th) day of
each January, April, July and October 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.


    
      
         


      

      
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    Section
3.2.              Audit
Fees.  Following the occurrence of an Event of Default or
Default, the Borrower shall pay to the Administrative Agent for its own use and
benefit charges for audits of the Property of Borrower and its Restricted
Subsidiaries 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 audits).

     

    Section
3.3.              Commitment
Fee.  The Borrower shall pay to the Administrative Agent for
the ratable account of the Lenders a non-refundable commitment fee in an amount
equal to $487,500, of which $250,000 was paid by the Borrower prior to the date
hereof and the remaining portion equal to $237,500 shall be payable on or prior
to the effectiveness of this Agreement.

     

    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 1:00 p.m.
(Iowa time) at the principal office of the Administrative Agent in Des Moines,
Iowa (or such other location 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.

     

    Anything
contained herein to the contrary notwithstanding, subject to the terms of the
Intercreditor Agreement all payments and collections received in respect of the
Obligations and all proceeds of the Collateral (solely on and after the Grant
Date) 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 on and after the Grant Date 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 12.13 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);


    
      
         


      

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

     

                     (c)third, to the payment of the principal
of the Notes, 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 ratably in accord with the amounts of any other indebtedness,
obligations or liabilities of the Borrower owing to each of them unless and
until all such indebtedness, obligations and liabilities have been fully paid
and satisfied;

     

                     (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 or any WFPC
Affiliate 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. On and after
the Grant Date, the Obligations shall be secured by valid and perfected 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, in
each case subject only to the Liens securing the Revolving
Obligations.  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 on or after the
Grant Date, 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.


    
      
         


      

      
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    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 on or
after the Grant Date, 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

     

    SECTION
5          Definitions;
Interpretation.

     

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

     

    “Administrative Agent” means
Wells Fargo Preferred Capital, Inc. and any successor pursuant to
Section 11.8 hereof.

     

    “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
Subordinated Credit Agreement, as the same may be amended, modified, restated or
supplemented from time to time pursuant to the terms hereof.

     

    “Annual Compliance
Certificate” means a certificate in the form of Exhibit B
hereto.

     

    “Applicable Margin” means
4.875%.

     

    “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.


    
      
         


      

      
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    “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.

     

    “Base Rate” means the one (1)
month London Interbank Offered Rate for any day as found in the Wall Street
Journal, Interactive Edition, or any successor edition or publication; provided
any change in the LIBOR Rate during a calendar month that exists as of the last
Business Day of a calendar month shall take effect for purposes of Section 2.1
hereof on the first (1st) day of
the immediately following month.

     

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

     

    “Borrowing” means the total
of Loans made by one or more Lenders to the Borrower on a single
date.  Borrowings of Loans are made ratably from each of the Lenders
according to their Commitments.

     

    “Borrowing Base” means, as of
any time it is to be determined, an amount equal to (a) 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, minus (b) the then
outstanding principal balance of the Revolving Obligations, minus (c) the Mark-To-Market
Hedging Liability,
minus, (d) the then outstanding principal balance owing under the
Convertible Notes (net of any repayments or repurchases then being made), minus (e) without duplication
and excluding the Obligations and solely prior to the Grant Date, 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.

     

    “Business Day” means any day
other than a Saturday or Sunday on which Lenders are not authorized or required
to close in Des Moines, Iowa.

     

    “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 date hereof
(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 date hereof 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 $2,000,000 shall
occur.


    
      
         


      

      
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     “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 Lenders pursuant to
the Collateral Documents on and after the Grant Date.  For the
avoidance of doubt, Collateral Agent shall have no Lien on the Property of the
Borrower or any Restricted Subsidiary until on and after the Grant
Date.

     

    “Collateral Agent” means
Wells Fargo Preferred Capital, Inc., 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 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 the same may be reduced or modified
at any time or from time to time pursuant to the terms hereof.

     

     “Company Security
Agreement” means that certain Security Agreement, Pledge and Indenture of
Trust dated as of the date hereof, 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
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;


    
      
         


      

      
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                     (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;

     

                     (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 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;


    
      
         


      

      
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                     (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 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.


    
      
         


      

      
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    “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.

     

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

     

    “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 Convertible Notes
Offering Memorandum, as the same may be amended or modified in accordance with
the terms thereof and of this Agreement.

     

    “Convertible Notes Offering
Memorandum” means the Offering Memorandum of the Borrower dated
October 3, 2006, relating to the issuance of the 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.

     

    “Credit” is defined in
Section 1.1 hereof.

     

    “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.


    
      
         


      

      
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    “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.

     

    “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 for the holders of the Revolving Obligations prior to the
payment in full of the Revolving Obligations and thereafter to the Collateral
Agent (solely on and after the Grant Date) or;

     

                     (c)on and after the Grant Date, is subject
to a perfected 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 (i)
the first priority Lien in favor of Revolving Agent to secure the Revolving
Obligations Liens and (ii) such other Liens permitted under
Sections 8.11(e) and 8.11(g) of this Agreement;


    
      
         


      

      
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                     (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

     

                     (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.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

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

     

    “Grant Date” means the date on
which all obligations owing under the Convertible Notes have been
repaid.

     

    “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.


    
      
         


      

      
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    “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.

     

    “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.

     

    “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 the date
hereof by and among the Administrative Agent, Revolving Agent, the Borrower and
the Restricted Subsidiaries, as the same may from time to time 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.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

     

    “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 12.10(c) 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 Credit and each of them singly.

     

    “Loan Documents” means this
Agreement, the Notes, the Intercreditor Agreement, the Subsidiary Guaranty
Agreement, the Collateral Documents, 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.

     

    “Maturity Date” means
September 17, 2015.

     

    “Minimum Balance” is defined
in Section 2.1 hereof.


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

     

    “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.  “Notes” is defined in Section 2.8 hereof.

     

    “Obligations” means all
unpaid principal of and accrued and unpaid interest on the Notes, 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.

     

    “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.


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    “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.

     

    “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.


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

    “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 Agent” means Bank
of Montreal and any successor pursuant to Section 11.8 of the Revolving
Credit Agreement.

     

    “Revolving Credit Agreement”
means that certain Amended and Restated Revolving Credit Agreement dated as of
even date herewith among the Borrower, the several financial institutions from
time to time party thereto as “Lenders” and Revolving Agent, as administrative
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, and all agreements entered into in connection with any permitted
refinancing thereof as provided for in the Intercreditor Agreement.

     

    “Revolving Obligations” means
the Senior Debt (as defined in the Intercreditor Agreement).

     

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

     

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

     

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

     

    “Subordinated Debt” means all
unsecured Indebtedness for Borrowed Money of the Borrower which
(a) pursuant to its term matures on a date later than the Termination Date,
(b) contains or has applicable thereto subordination provisions acceptable
to the Required Lenders and (c) is also subordinated in right of payment to the
Convertible Notes.

     

    “Subsidiary” means any
corporation or other entity of which more than fifty (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.

     

    “Subsidiary Guaranty
Agreement” means that certain Guaranty Agreement dated as of the date
hereof, 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 Security Agreement, Pledge, and Indentures
of Trust dated as of even date herewith, 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.


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

    “Termination Date” means the
Maturity Date or such earlier date on which the Commitments are terminated in
whole pursuant to Sections 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 Revolving Obligations, the
Obligations,  obligations owing under the Convertible Notes and all
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.

     

    “Usage Rate” means as of the
end of each calendar month, the percentage equal to (a) the average outstanding
principal balance of the Loans during such calendar month, divided by (b) the
then applicable Commitment (less any previous principal
repayments).

     

    "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.

     

    “WFPC Affiliate” means in
relation to the Administrative Agent, any entity controlled, directly or
indirectly, by Administrative Agent, any entity that controls, directly or
indirectly, Administrative Agent or any entity directly or indirectly under
common control with Administrative Agent.  For this purpose, “control”
of any entity means ownership of a majority of the voting power of the
entity.

     

    “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 Des Moines, Iowa
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.


    
      
         


      

      
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    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.

     

    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 on and after the Grant Date and, to the extent
applicable, Subsidiary Security Agreement on and after the Grant Date and Liens
permitted pursuant to Sections 8.11(e) and 8.11(g) hereof, and the first
priority Lien in favor of Revolving Agent to secure the Revolving
Obligations.  As of the date hereof, each Subsidiary is a Restricted
Subsidiary other than WFC-TN, 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.


    
      
         


      

      
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    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, on and after the Grant Date 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, on
and after the Grant Date 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 (a)
on the date hereof to repay certain existing Indebtedness of the Borrower and
(b) thereafter, for general working capital purposes (including the repayment or
purchase of Convertible Notes 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.


    
      
         


      

      
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    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.


    
      
         


      

      
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    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.


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

                  (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 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:

     

                     (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;


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

                     (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 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 fully executed copies of this Agreement, the Notes, the
Intercreditor Agreement, the Company Security Agreement, Subsidiary Security
Agreement the Subsidiary Guaranty Agreement and all other Loan
Documents;

     

                     (d)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;

     

                     (e)The Administrative Agent shall have
received a fully executed Revolving Credit Agreement together with all other
documents, instruments and agreements entered into in connection
therewith;

     

                     (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 all other documentation and information
requested by any such Lender required by bank regulatory authorities under
applicable “know your customer” and antimoney 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 account of the Lenders a borrowing base certificate
substantially in the form attached hereto as Exhibit A
showing the computation of the Borrowing Base as of the close of business on
August 31, 2010.


    
      
         


      

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

     

                     (a)The Administrative Agent shall have
received for each Lender the Notes of the Borrower and 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 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.  

     

    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.


    
      
         


      

      
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    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
Property of such Persons), 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 Property of such Persons);
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)        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 Property of such
Persons), 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).

     

    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.


    
      
         


      

      
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    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
$275,000,000 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.  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 2.00 to
1.0.

     

    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:

     

                     (a)the Notes issued hereunder, and the
Subsidiary Guaranty Agreement relating thereto;

     

                     (b)the Revolving Obligations, the
principal balance of which shall not exceed $350,000,000 at any time (determined
exclusive of any hedging liability);

     

                     (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 $2,000,000;

     

                     (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 $6,000,000 at any time outstanding;
and


    
      
         


      

      
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                     (g)Indebtedness owing under the
Convertible Notes.

     

    Section
8.10.           Limitations on Indebtedness.
The Borrower will not at any time permit the aggregate unpaid principal amount
of Total Debt, on a consolidated basis, to exceed 375% 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, whether now owned or hereafter acquired; provided, however, that the
foregoing restriction and limitation shall not apply to the following
Liens:

     

                     (a)on and after the Grant Date, 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;

     

                     (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;


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    

     

                     (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 $200,000 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 in favor of Revolving Agent to
secure the Revolving Obligations.

     

    Section
8.12.           Subordinated Debt; Convertible
Notes.

     

    (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.  

     

                  (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.


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    

     

                  (c)Prior to the Grant Date, the
Obligations shall at all times constitute “Senior Subordinated Indebtedness”
under the Convertible Indenture and shall have the same rank as the Securities
(as defined in the Convertible Indenture) in right of payment.  Except
as otherwise specified below, the Borrower shall not amend or modify any of the
terms or conditions relating to Convertible Notes
Indenture.  Notwithstanding the foregoing, with prior written notice
to the Administrative Agent and the Lenders, the Borrower may agree to a
decrease in the interest rate applicable thereto.  In the event any
“fundamental change” (as defined in the Convertible Notes Indenture) occurs or
any other event occurs or condition exists which requires the Borrower to
prepay, redeem, or repurchase all or any part of outstanding Indebtedness owing
under the Convertible Notes prior to its originally scheduled maturity and/or
pay cash in connection with any conversion of any Convertible Notes (or any
Indebtedness 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
Indebtedness (or in the case of a conversion, promptly after receipt of a notice
of conversion).

     

    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:

     

                     (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.


    
      
         


      

      
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                  (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
securing the Revolving Obligations and under the Company Security Agreement on
and after the Grant Date 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 securing
the Revolving Obligations and under the Subsidiary Security Agreement on and
after the Grant Date 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;

     

                     (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 20% 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 15% of the book value of all
Receivables determined as of the end of the fiscal year immediately preceding
such sale or disposition.


    
      
         


      

      
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                  (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.

     

    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: (i) 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, (ii) the Subsidiary Guaranty Agreement
and (iii) Guaranties by the Restricted Subsidiaries of the Revolving
Obligations.

     

    Section
8.16.     Limitation on
Restrictions.  Except as provided herein or in the Revolving
Credit Agreement (or in the loan documents executed in connection therewith),
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.  Except for the
Revolving Credit Agreement (or in the loan documents executed in connection
therewith), 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.


    
      
         


      

      
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    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;

     

                     (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 $800,000 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 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 Convertible
Notes in connection with any exercise of their conversion rights pursuant to the
terms of the Convertible Note Indenture;

     

                     (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 $65,000,000 at any one time outstanding;
and


    
      
         


      

      
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                     (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 4% 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 15% 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.

     

    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 holder of a Note 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,


    
      
         


      

      
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    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, an Annual Compliance
Certificate and a copy of:

     

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

     

                     (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 communication received
from such accountants and the Borrower’s response, if any, to such written
communication;

     

                     (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)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
stating that the 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 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 Required Lenders;

     

                     (k)Borrowing Base
Certificate.  On or before the twenty fifth day of every month,
(i) a Borrowing Base Certificate substantially in the form attached hereto as
Exhibit A
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, or as may be more frequently requested by the Administrative Agent
from time to time, and (ii) reports in form and substance satisfactory to the
Administrative Agent, setting forth an aging of Receivables and detailed
delinquency report, each in a form acceptable to the Administrative Agent, books
and records consisting of data tape information and also such other
documentation and information promptly after request therefor by the
Administrative Agent;


    
      
         


      

      
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                     (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 Required Lenders;
and

     

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

     

    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 its respective Property, 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.  Following the occurrence of an Event of Default or
Default, each such visitation, inspection or discussion shall be at the sole
cost and expense of the Borrower.

     

    Section
8.21.      Senior Revolving Credit
Facility.  The Borrower shall at all times maintain Wells Fargo
Preferred Capital, Inc. as a lender under the Revolving Credit Agreement and any
other senior revolving credit facility, in each case with a commitment in an
amount of at least 20% of the total commitments thereunder or such lesser
percentage as agreed to by Wells Fargo Preferred Capital, Inc. (in its sole
discretion).

     

    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 Note or any other sums (other than for principal on the Note)
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 Notes when due;
or


    
      
         


      

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

     

                     (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
(i) the Convertible Notes or Convertible Notes Indenture or (ii) any indenture,
instrument, or agreement setting forth the terms and conditions applicable to
any Subordinated Debt; 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 Convertible Notes) other than any such agreement constituting part of the
Revolving Obligations; 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 $2,000,000 (other than the Notes and any such
agreement constituting part of the Revolving Obligations) 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 $2,000,000 of the Borrower or any
Subsidiary (other than this Agreement or the Subsidiary Guaranty Agreement or
any such agreement constituting part of the Revolving Obligations), 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 execution and delivery of the Notes 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 on or
after the Grant Date, shall cease to give the Collateral Agent the Liens
purported to be created thereby or on or after the Grant Date, in the reasonable
judgment of 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 $200,000 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 $200,000 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 $200,000
(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;

     

                     (s)any Change of Control shall occur;
or

     

                     (t)         the
acceleration of the Revolving Obligations; or

     

                     (u)the Grant Date does not occur on or
before November 1, 2011.

     

    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 Notes of the
Borrower to be forthwith due and payable and thereupon all of said Notes,
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 Notes, 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.


    
      
         


      

      
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    Section
9.5.        Expenses.  The
Borrower agrees to pay to the Administrative Agent and each Lender, or any other
holder of any Note outstanding hereunder, 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).

     

    SECTION
10          RESERVED

     

    SECTION
11          The Administrative
Agent.

     

    Section
11.1.      Appointment and
Authorization.  Each Lender hereby irrevocably appoints Wells
Fargo Preferred Capital, Inc. 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.


    
      
         


      

      
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    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 on or after the Grant Date, 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.

     

    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, the Notes, 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 Notes 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.


    
      
         


      

      
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    Section
11.9.      Payments.  Unless
the Administrative Agent shall have been notified by a Lender prior to 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 the Federal Funds Rate (as hereinafter defined).  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.  “Federal
Funds Rate” shall mean the rate determined by the Administrative Agent to
be the average (rounded upwards, 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. (Iowa time) (or as soon thereafter as is practicable) on such date (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 the
sale to the Administrative Agent at face value of Federal Funds in an amount
equal or comparable to the principal amount owed to the Administrative Agent for
which such rate is being determined hereof.

     

    Section 11.10.  
 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.

     

    Section 11.11.  
 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) on and after the Grant Date, 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) or the Intercreditor Agreement, (b) on and
after the Grant Date, 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) on and after the Grant Date, release Liens on the Collateral
following termination or expiration of the Commitments and payment in full in
cash of the Obligations.


    
      
         


      

      
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    Section
11.12.   Collateral Agent. The Lenders
and the Borrower acknowledge and agree that Wells Fargo Preferred Capital, Inc.
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
11.13.   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 on and after the Grant Date or for the execution of any trust or
power in respect of the Collateral on and after the Grant Date 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
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.

     

                  (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.


    
      
         


      

      
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                  (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 Note 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 Notes are cumulative to, and
not exclusive of, any rights or remedies which any of them would otherwise
have.

     

    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
shall survive the execution and delivery of this Agreement and of the Notes, 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 10.3 hereof, shall survive the termination of this Agreement and
the payment of the Loans and the Notes.

     

    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.

    


    If to the
Administrative Agent, Collateral Agent or the Lender:

    


    Wells
Fargo Preferred Capital, Inc.

    123 South
Broad Street, 7th
Floor

    MAC
Y1379-075

    Philadelphia,
Pennsylvania 19109

    Attention:           Mr.
William M. Laird, Senior Vice President

    Telephone:         (215)
670-6100

    Facsimile:           (215)
670-6120

    


    With a copy to:

    


    Blank Rome LLP

    One Logan Square

    Philadelphia,
Pennsylvania  19103

    Attention:           Kevin
J. Baum, Esquire

    Telephone:         (215)
569-5612

    Facsimile:           (215)
832-5612

     

    If to the
Borrower:

     

    World
Acceptance Corporation

    108
Frederick Street

    Greenville,
South Carolina  29607-2532

    Attention:           Chief
Financial Officer

    Telephone:         (864)
298-9800

    Facsimile:           (864)
298-9810


    
      
         


      

      
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    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 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; 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.

     

    (a)    
General.  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 Note;
provided, however, that the Borrower
may not assign any of its rights or obligations hereunder without the written
consent of all of the Lenders.

     

                  (b)Participations.  Each
Lender shall have the right, without the consent of the Borrower, at its own
cost to grant participations in the Loans made and/or Commitments held by such
Lender to one or more financial institutions at any time and from time to
time without the consent of the Borrower; provided, however, that (i) no such
participation shall relieve any Lender of any of its obligations under this
Agreement, (ii) the participant financial institutions shall be entitled to the
benefits of Section  10.3 hereof but shall not be entitled to any greater
payment under any of such Sections than the Lender granting such participation
would have been entitled to receive with respect to the rights transferred, and
(iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with this
Agreement and such Lender shall retain the sole right to enforce the obligations
of the Borrower relating to the Loans and to approve any amendment, modification
or waiver of this  Agreement or any other Loan Document, provided that such participation
agreement may provide that such Lender will not agree to any amendment,
modification or waiver of this Agreement or any other Loan Document without the
consent of such participant, that would reduce the amount of or postpone the
date for payment of any principal of or interest on any Loan hereunder. The
Borrower authorizes each Lender to disclose to any participant or prospective
participant under this Section any financial or other information pertaining to
the Borrower or any Subsidiary.


    
      
         


      

      
        -52-

        
          

        

      

      
         


      

    

     

                  (c)      
Assignments.  Each
Lender shall have the right at any time, with the prior consent of the
Administrative Agent and, except as provided below, the Borrower (which consent
of the Borrower shall not be unreasonably withheld, conditioned or delayed) to
sell, assign, transfer or negotiate all or any part of its rights and
obligations under the Loan Documents (including, without limitation, the
indebtedness evidenced by the Notes then held by such assigning Lender) to one
or more commercial banks or other financial institutions or investors, provided
that, unless otherwise agreed to by the Administrative Agent, such assignment
shall be of a fixed percentage (and not by its terms of varying percentage) of
the assigning Lender’s rights and obligations under the Loan Documents; provided, however, that in
order to make any such assignment (i) unless the assigning Lender is
assigning all of its Commitments and outstanding Loans, the assigning Lender
shall retain at least $5,000,000 in unused Commitments and outstanding Loans,
(ii) the assignee Lender shall have Commitments and outstanding Loans of at
least $5,000,000, (iii) the consent of the Borrower shall not be required
for any assignment by a Lender to an Affiliate of such Lender or for any
assignment made during the existence of any Event of Default, (iv) each
such assignment shall be evidenced by a written agreement (in form and substance
acceptable to the Administrative Agent) executed by such assigning Lender, such
assignee Lender or Lenders, the Administrative Agent and, unless not required
under clause (iii) above, the Borrower, which agreement shall specify in
each instance the portion of the Obligations which are to be assigned to the
assignee Lender and the portion of the Commitments of the assigning Lender to be
assumed by the assignee Lender, and (v) the assigning Lender shall pay to
the Administrative Agent a processing fee of $3,500 in connection with any such
assignment agreement.  Any such assignee shall become a Lender for all
purposes hereunder to the extent of the rights and obligations under the Loan
Documents it assumes and the assigning Lender shall be released from its
obligations, and will have released its rights, under the Loan Documents to the
extent of such assignment.  The address for notices to such assignee
Lender shall be as specified in the assignment agreement executed by
it.  Promptly upon the effectiveness of any such assignment agreement,
the Borrower shall execute and deliver replacement Notes to the assignee Lender
and the assigning Lender in the respective amounts of their Commitments (or
assigned principal amounts, as applicable) after giving effect to the reduction
occasioned by such assignment (all such Notes to constitute “Notes” for all purposes of
the Loan Documents), and the assignee Lender shall thereafter surrender to the
Borrower its old Notes.  The Borrower authorizes each Lender to
disclose to any purchaser or prospective purchaser of an interest in the Loans
or its Commitments under this Section any financial or other information
pertaining to the Borrower or any Subsidiary.

     

                  (d)Pledge.  In
addition to the foregoing,
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.

     

    Section
12.11.   Amendments.  Any
provision of this Agreement or the Notes 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 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


    
      
         


      

      
        -53-

        
          

        

      

      
         


      

    

     

                     (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, the
definition of 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
12.12.   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
12.13.    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.


    
      
         


      

      
        -54-

        
          

        

      

      
         


      

    

     

    Section
12.14.   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
12.15.   Governing Law. 
 THIS AGREEMENT AND ALL
DOCUMENTS EXECUTED IN CONNECTION HEREWITH SHALL BE DEEMED TO HAVE BEEN MADE AND
TO BE PERFORMABLE IN THE STATE OF IOWA AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF IOWA.

     

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

     

    Section
12.17.   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
12.18.   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.


    
      
         


      

      
        -55-

        
          

        

      

      
         


      

    

     

    Section
12.19.   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
12.20.  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
12.21.  Submission to Jurisdiction; Waiver
of Jury Trial.  The Borrower hereby submits to the nonexclusive
jurisdiction of any state or federal court located in Polk County, Iowa 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.

     

    
      
         


      

      
        -56-

        
          

        

      

      
         


      

    

     

    Section
12.22.   Exchanging
Information.  The Administrative Agent, the Lenders, Wells
Fargo & Company, Wells Fargo Financial, Inc. and all direct and indirect
subsidiaries the of Administrative Agent, the Lenders, Wells Fargo & Company
or Wells Fargo Financial, Inc. may exchange and share any and all information
they may have in their possession regarding the Borrower and its Subsidiaries
and Affiliates with the Administrative Agent’s and the Lenders’ prospective
participants, affiliates, accountants, lawyers and other advisors, the
Administrative Agent, Lenders, Wells Fargo & Company, Wells Fargo Financial,
Inc. and all direct and indirect subsidiaries of the Administrative Agent,
Lender, Wells Fargo & Company or Wells Fargo Financial, Inc., and the
Borrower waives any right of confidentiality it may have with respect to such
exchange of such information.

     

    Section
12.23.   Advertisement.  Each
Lender and the Borrower hereby authorizes the Administrative Agent to publish
the name of such Lender and the Borrower, the existence of the financing
arrangements referenced under this Agreement, the primary purpose and/or
structure of those arrangements, the title and role of each party to this
Agreement and the total amount of the financing evidenced hereby in any
“tombstone”, comparable advertisement or press release which Administrative
Agent elects to submit for publication (“Press
Release”).  With respect to any of the foregoing, the
Administrative Agent shall provide Lenders and the Borrower with an opportunity
to review and confer with the Administrative Agent regarding the contents of any
Press Release prior to its submission for publication

     

    Section
12.24.   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 selfregulatory 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.

     

    [Signature
Pages to Follow]


    
      
         


      

      
        -57-

        
          

        

      

      
         


      

    

     

    Upon
execution hereof by all the parties, this 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.

    


    
      
        	
                WELLS
      FARGO PREFERRED CAPITAL, INC.,

              
	
                as
      Administrative Agent and Lender

              
	 
      
	
                By

              	
                  

              
	 
      	
                William
      M. Laird, Senior Vice
President

              


      

    


    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    


    Exhibit A

     

    Borrowing
Base Certificate

     

    See
attached


    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    


    Exhibit B

     

    Form
of Annual Compliance Certificate

     

    ANNUAL
COMPLIANCE CERTIFICATE

     

    In connection with that certain
Subordinated Credit Agreement dated as of September 17, 2010 by and among World
Acceptance Corporation (“Borrower”), Wells
Fargo Preferred Capital, Inc. (“Administrative
Agent”), and each of the financial institutions a party thereto (“Lenders”) and the
other agreements and documents executed and delivered by Borrower to
Administrative Agent in connection therewith, as the same may have been amended
from time to time (collectively, the “Credit Agreement”),
the undersigned does hereby certify, represent and warrant to Administrative
Agent, the truth, accuracy and completeness of the following statements as of
the date set opposite his/her signature below:

    


    1.   The Borrower
remains in compliance with all financial covenants and other covenants contained
in the Credit Agreement as of the date hereof; all representations and
warranties contained in the Credit Agreement are and remain true, accurate and
complete in all material respects as of the date hereof; and no event has
occurred as of the date hereof that constitutes, or, with the passage of time or
the giving of notice, or both, would constitute, a Default or an Event of
Default under the Credit Agreement.

    


    2.   Other than Non-Material
Violations (as defined below), Borrower is in compliance with, and has
appropriate internal control processes, policies and procedures in place to
remain in compliance with, all federal, state and local laws, rules and
regulations (“Laws and
Regulations”) applicable to (i) the transactions contemplated in the
Credit Agreement and (ii) Borrower’s business in general, the extension of
consumer credit, and the protection of consumer rights, including, without
limitation, Laws and Regulations relating to usury and maximum allowable finance
charges, insurance products, the charging of fees, the marketing, offering and
sale of Borrower’s products and services, and those Laws and Regulations
commonly known as the Consumer Credit Protection Act, the Truth in Lending Act,
the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Federal
Trade Commission Act, the Fair Debt Collections Practices Act, the Magnuson-Moss
Warranty Act, Regulations B and Z of the Federal Reserve Board.  The
term “Non-Material
Violations” as used above means violations of Laws and Regulations by
Borrower that would not, either presently or with the passage of time, and
either individually or in the aggregate, (i) have a material adverse effect on
the Borrower’s financial condition or business taken as a whole or (ii)
adversely affect the condition or value of the Collateral (as defined in the
Credit Agreement) or the enforceability of material contracts and Finance
Receivables (as defined in the Credit Agreement).

    


    3.   The undersigned is the
[President/CEO] of Borrower, and, as such, the undersigned has the full power
and authority to execute and deliver this Certificate to Administrative
Agent.  The undersigned does hereby personally verify that the
statements made herein are true, correct and complete in every respect, and the
undersigned understands that the failure of any statement made herein to be
true, correct or complete will constitute an event of default (however the same
may be designated) under the Credit Agreement.


    
      
         


      

      
        D-1-2

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned has executed this Certificate as of the date written
below.

    


    
      
        
          	
                  Date: 

                	
                     

                	 
      	
                     

                
	 
      	 
      	 
      	
                  Name:

                
	 
      	 
      	
                    

                	
                  Title:

                


        

      

    


    
      
         


      

      
        D-1-3

        
          

        

      

      
         


      

    


    Schedule
1.1

     

    Commitments

     

    
      
        
          
            
              
                	
                        Name of Lender

                      	 	
                        Dates

                      	 	
                        Commitments

                      	 
	 
      	 	 
      	 	 	 
	
                        Wells
      Fargo Preferred Capital, Inc.

                      	 	
                        9/17/10
      to 9/16/11

                      	 	$	75,000,000.00	 
	 
      	 	
                        9/17/11
      to 9/16/12

                      	 	$	70,000,000.00	 
	 
      	 	
                        9/17/12
      to 9/16/13

                      	 	$	65,000,000.00	 
	 
      	 	
                        9/17/13
      to 9/16/14

                      	 	$	60,000,000.00	 
	 
      	 	
                        9/17/14
      and thereafter

                      	 	$	55,000,000.00	 


              

            

          

        

      

    


    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    


    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	%
	 
      	 	 
      	 	 
      	 	 	 	 
	
                                  World
      Finance Corporation of Colorado

                                	 	
                                  Colorado

                                	 	
                                  World
      Acceptance Corporation

                                	 	 	100	%
	 
      	 	 
      	 	 
      	 	 	 	 
	
                                  WFC
      Services, Inc., a South Carolina corporation

                                	 	
                                  South
      Carolina

                                	 	
                                  World
      Acceptance Corporation

                                	 	 	100	%
	 
      	 	 
      	 	 
      	 	 	 	 
	
                                  World Acceptance Corporation de México,
      S. de R.L. de C.V.

                                	 	
                                  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	%
	 	 	 	 	 	 	 	 	 
	
                                  World
      Finance Corporation of Wisconsin

                                	 	
                                  Wisconsin

                                	 	
                                  World
      Acceptance Corporation

                                	 	 	100	%


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    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)          Revolving
Obligations.

     

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


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule 8.11

     

    Existing
Liens

     

    None