Unassociated Document


    


    


    Conformed
Copy

    


    
      


    

     

    Guaranty
Agreement

     

    Dated as
of June 30, 1997

     

    of

     

    World
Acceptance Corporation of Alabama

    World
Acceptance Corporation of Missouri

    World
Finance Corporation of Georgia

    World
Finance Corporation of Louisiana

    World
Acceptance Corporation of Oklahoma, Inc.

    World
Finance Corporation of South Carolina

    World
Finance Corporation of Tennessee

    World
Finance Corporation of Texas

    WFC
Limited Partnership

    WFC of
South Carolina, Inc.

    World
Finance Corporation of Illinois

    and

    World
Finance Corporation of New Mexico

    
      


       

      


    

    


    


    Re:  $10,000,000
10% Senior Subordinated Secured Notes

    Due
June 30, 2004

    of

    World
Acceptance Corporation

    



    
      
        
          Exhibit
A

          (to
Subsidiary Guaranty Agreement)

        

         


      

      
         


        
          

        

      

      
         


      

    


    Table of
Contents

    
    

     

    
      	
              Section

               

            	
              Heading

               

            	
              Page

               

            
	      
              Section 1.

            	Guarantee	
               3

            
	 	 	 
	Section 2.	Payment Upon Certain
      Events	
              6

            
	 	 	 
	Section 3.	Waivers; Obligation
      Unconditional	
              7

            
	 	 	 
	Section 4.	Collection
      Expenses	
              8

            
	 	 	 
	Section 5.	No Subrogation Until
      Payment in Full; Continuation of Guaranty	
              9

            
	 	 	 
	Section 6.	Representations and
      Warranties	
              10

            
	 	 	 
	Section 7.	Existence	
              10

            
	 	 	 
	Section 8.	Limitation on
      Consolidation, Merger, Sale, Lease or other Disposition by
      Guarantors	
               11

            
	 	 	 
	Section 9.	Jurisdiction and
      Service in Respect of Guarantors 	
              11

            
	 	 	 
	Section 10.	Successors and
      Assigns 	
               12

            
	 	 	 
	Section 11.	Notices	
              12

            
	 	 	 
	Section 12.	Limitation on
      Maximum Liability	
              12

            
	 	 	 
	Section 13.	Governing
    Law	
              12

            
	 	 	 
	Section 14.	Guaranty
      Supplements	
              12

            
	 	 	 
	Section 15.	Subordination to
      Senior Guarantee Obligations	
               13

            
	 	 	 
	Section 16.	Miscellaneous	
              14

            
	 	 	 
	Signature	 	
               15

            


    

     

     

    
      
        
          A-2

        

      

      
         

        
          

        

      

      
         

      

    

    


    Attachments
to Guaranty Agreement:

    


    Exhibit A—Form
of Guaranty Supplement


    
      
        
          A-3

        

         


      

      
         


        
          

        

      

      
         


      

    


    Guaranty
Agreement

     

    Agreement
dated as of June 30, 1997 by World Acceptance Corporation of Alabama, an
Alabama corporation, World Acceptance Corporation of Missouri, a Missouri
corporation, World Finance Corporation of Georgia, a Georgia corporation, World
Finance Corporation of Louisiana, a Louisiana corporation, World Acceptance
Corporation of Oklahoma, Inc., an Oklahoma corporation, World Finance
Corporation of South Carolina, a South Carolina corporation, World Finance
Corporation of Tennessee, a Tennessee corporation, World Finance Corporation of
Texas, a Texas corporation, WFC Limited Partnership, a Texas limited
partnership, WFC of South Carolina, Inc., a South Carolina corporation, World
Finance Corporation of Illinois, an Illinois corporation, and World Finance
Corporation of New Mexico, a New Mexico corporation (collectively, the “Guarantors” and individually
a “Guarantor”).

     

    Recitals
of the Guarantor

     

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

     

    B.    The Company
has entered into that certain Note Agreement dated as of June 30, 1997, as
the same may from time to time be amended or restated pursuant to the terms
thereof (the “Senior
Subordinated Note Agreement”) with Principal Mutual Life Insurance
Company providing for the issuance and sale by the Company of its $10,000,000
principal amount 10% Senior Subordinated Secured Notes due June 30, 2004,
as the same may from time to time be amended or restated pursuant to the terms
thereof and any note executed in replacement thereof (the “Notes”).

     

    C.    The Company
has entered into that certain Amended and Restated Security Agreement, Pledge
and Indenture of Trust dated as of June 30, 1997, as the same may from time
to time be amended or restated pursuant to the terms thereof (the “Company Security Agreement”)
with Harris Trust and Savings Bank, an Illinois banking corporation, as security
trustee (the “Security
Trustee”) whereby the Company has granted to the Security Trustee, inter alia,  for
the benefit of the holders of the Notes, all of its right, title and interest in
the Collateral (as defined therein) as security for the
Notes.  


    
      
        
          A-4

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    D.    Each of the
Guarantors has entered into that certain Amended and Restated Security
Agreement, Pledge and Indenture of Trust dated as of June 30, 1997, as the
same may from time to time be amended or restated pursuant to the terms thereof
(the “Subsidiary Security
Agreement”) with the Security Trustee whereby each of the Guarantors has
granted to the Security Trustee, inter alia,  for
the benefit of the holders of the Notes, all of its right, title and interest in
the Collateral (as defined therein) as security for the Notes and the
obligations of each of the Guarantors hereunder.  The Company Security
Agreement and the Subsidiary Security Agreement are collectively referred to
herein as the “Security
Agreements”.

     

    E.    The holders
of the Notes have required, as an inducement to and a condition of the execution
and delivery by such holders of the Senior Subordinated Note Agreement, that the
Guarantors execute and deliver this Agreement.

     

    F.    The
Guarantors and the Company are engaged in related and mutually dependent
businesses and the Guarantors will derive substantial direct benefits from the
issuance of the Notes by the Company.

     

    G.    Capitalized
terms used herein and not otherwise defined shall have the meanings assigned in
the Senior Subordinated Note Agreement.

     

    Now,
Therefore, in consideration of the premises and the mutual covenants herein
contained and to aid the sale of the Notes and to induce the holders of the
Notes to purchase the Notes, the Guarantors hereby jointly and severally
covenant and agree as follows:

     

    
      	
              Section 1. 
      

            	
              Guarantee.

            


    

     

    The
Guarantors hereby jointly and severally unconditionally guarantee for the
benefit of each and every holder of a Note from time to time outstanding under
the Senior Subordinated Note Agreement (collectively “Holders” and individually
“Holder”) (1) the due
and punctual payment at maturity, whether at stated maturity, by acceleration,
by notice of prepayment or otherwise, of the principal of and premium, if any,
and interest on the Notes in accordance with the terms and conditions thereof
and of the Senior Subordinated Note Agreement and each Security Agreement, (2)
the prompt performance and compliance by the Company with each of its other
obligations under the Senior Subordinated Note Agreement and the Company
Security Agreement, (3) the prompt performance and compliance by each other
Guarantor with each of its obligations under the Subsidiary Security Agreement
and (4) the due and punctual payment of any other amounts due under the Senior
Subordinated Note Agreement and each Security Agreement.  Such
guaranty is an absolute, unconditional, present and continuing guaranty of
payment and not of collectibility and is in no way conditioned or contingent
upon any attempt to collect from the Company or from any other Guarantor or upon
any other condition or contingency.  If the Company shall fail to pay
punctually any amount guaranteed hereby, when and as the same shall become due
and payable, the Guarantors will upon demand immediately pay the same to the
holders of the Notes to whom such payment is payable.


    
      
        
          A-5

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    
      	
               Section 2.

            	
              Payment
      Upon Certain Events.

            


    

     

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

     

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

     

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

     

    such
Guarantor will forthwith pay to the Holders, without demand or notice and
whether or not there has been any other default under either Security Agreement,
the Senior Subordinated Note Agreement or the Notes, the whole amount of the
principal of the Notes then outstanding and any unpaid interest thereon and
premium with respect thereto (to the extent any premium would be payable upon
the acceleration of the Notes under the Security Agreements or the Senior
Subordinated Note Agreement).


    
      
        
          A-6

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    
      	
              Section 3. 
      

            	
              Waivers;
      Obligation Unconditional.

            


    

     

    Each
Guarantor assents to all the terms, covenants and conditions of the Notes, the
Senior Subordinated Note Agreement and the Security Agreements, and irrevocably
waives presentation, demand for payment, or protest, of any of the Notes, any
and all notice of any such presentation, demand or protest, notice of any
Default or Event of Default under any Security Agreement or the Senior
Subordinated Note Agreement, notice of acceptance of this Agreement or of the
terms and provisions thereof by any Holder or the Security Trustee, any
requirement of diligence or promptness on the part of any Holder or the Security
Trustee in the enforcement of rights under the provisions hereof, of any
Security Agreement, of the Senior Subordinated Note Agreement or of the Notes,
or any right to require any Holder or the Security Trustee to proceed first
against the Company or any other Guarantor.  The obligations of each
Guarantor hereunder shall be unconditional irrespective of the genuineness,
validity, regularity or enforceability of any Security Agreement, the Senior
Subordinated Note Agreement or the Notes or of any other circumstance which
might otherwise constitute a legal or equitable discharge of a surety or
guarantor.  The obligations of each Guarantor hereunder shall not be
affected by:

     

    (a)    the recovery
of any judgment against the Company or any other Guarantor, or by the levy of
any writ or process of execution under any such judgment, or by any action or
proceeding taken by the Security Trustee or any Holder, either under the Notes,
any Security Agreement, or the Senior Subordinated Note Agreement for the
enforcement thereof, or hereof, or in the exercise of any right or power given
or conferred thereby, or hereby, or

     

    (b)    any delay,
failure or omission upon the part of the Security Trustee or any Holder to
enforce any of the rights or powers given or conferred hereby or by any Security
Agreement, the Senior Subordinated Note Agreement or the Notes, or by any delay,
failure or omission upon the part of the Security Trustee or any Holder to
enforce any right of the Security Trustee or any Holder against the Company or
any other Guarantor, or by any action by the Security Trustee or any Holder in
granting indulgence to the Company or any other Guarantor, or in waiving or
acquiescing in any Default or Event of Default upon the part of the Company or
any other Guarantor under any Security Agreement or the Senior Subordinated Note
Agreement, or

     

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

     

    (d)    the
acceptance of any additional security or other guaranty, the advance of
additional  money to the Company or any other Person, the renewal or
extension of any amounts guaranteed hereby, or the sale, release, substitution
or exchange of any security for the amounts guaranteed hereby, or

     

    (e)    any defense
(other than the full and indefeasible performance by the Company of its
obligations under the Company Security Agreement, the Senior Subordinated Note
Agreement and the Notes) whatsoever that the Company, any other Guarantor or any
other Person might have to the payment of any of the amounts or obligations
guaranteed hereby or to the performance or observance of any of the provisions
of any Security Agreement, the Senior Subordinated Note Agreement, the Notes or
this Agreement, whether through the satisfaction or purported satisfaction by
the Company, any other Guarantor or any other Person of its debts due to any
cause such as bankruptcy, insolvency, receivership, merger, consolidation,
reorganization, dissolution, liquidation, winding-up or otherwise,
or

     

    (f)    impossibility
or illegality of performance on the part of the Company, any other Guarantor or
any other Person of its obligations under any Security Agreement, the Senior
Subordinated Note Agreement, the Notes or this Agreement, or


    
      
        
          A-7

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    (g)    any renewal,
extension, refunding, amendment or modification of or addition or supplement to
or deletion from any of the terms of any Security Agreement, the Senior
Subordinated Note Agreement or the Notes, or any other agreement which may be
made relating to any such instruments which does not specifically amend or
specifically modify the terms of this Agreement, or

     

    (h)    any
amendment, compromise, release or consent or other action or inaction in respect
of any of the terms of any Security Agreement, the Senior Subordinated Note
Agreement or the Notes (other than any such amendment, compromise, release or
consent or other action which, by its terms, expressly modifies the terms and
provisions hereof), or

     

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

     

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

     

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

     

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

     

    
      	
              Section 4. 
      

            	
              Collection
      Expenses.

            


    

     

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


    
      
        
          A-8

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    
      	
              Section 5. 
      

            	
              No
      Subrogation Until Payment in Full; Continuation of
    Guaranty.

            


    

     

    No
payment by any Guarantor pursuant to the provisions hereof to the Security
Trustee or any Holder shall entitle such Guarantor, by subrogation to the rights
of the Security Trustee or the Holders of the Notes in respect of which such
payment is made or otherwise, to any payment by the Company or any other
Guarantor or out of the property of the Company or any other Guarantor, except
after irrevocable payment in full of the entire principal of and premium, if
any, and interest on the Notes and all other Secured Indebtedness, or provision
for such payment satisfactory to the Holders of the Notes.

     

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


    
      
        
          A-9

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    
      	
              Section 6. 
      

            	
              Representations
      and Warranties.

            


    

     

    Each
Guarantor represents and warrants:

     

    (a)    Such
Guarantor and the Company are engaged in related and mutually dependent business
and such Guarantor has received a direct financial benefit from the transactions
contemplated by the Senior Subordinated Note Agreement; and

     

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

     

    
      	
              Section 7. 
      

            	
              Existence.

            


    

     

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


    
      
        
          A-10

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    
      	
              Section 8. 
      

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

            


    

     

    No
Guarantor will consolidate with, merge into, or sell, lease or otherwise dispose
of all or substantially all its property as an entirety to, any other person or
entity (other than as permitted by Section 5.13 of the Senior Subordinated
Note Agreement or Section 10.4 of the Subsidiary Security Agreement) unless
the person or entity (if other than such Guarantor, the Company or another
Restricted Subsidiary which is a party to this Agreement) resulting from any
such consolidation or merger or to which such sale, lease or other disposition
shall have been made, shall, immediately upon such consolidation, merger, sale,
lease or other disposition,

     

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

     

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

     

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

     

    
      	
              Section 9. 
      

            	
              Jurisdiction
      and Service in Respect of
Guarantors.

            


    

     

    Each
Guarantor hereby irrevocably submits to the jurisdiction of the courts of the
State of South Carolina and of the courts of the United States of America having
jurisdiction in the State of South Carolina for the purpose of any legal action
or proceeding in any such court with respect to, or arising out of, this
Agreement.  Each Guarantor hereby designates and appoints Charles D.
Walters, Chairman and Chief Executive Officer, World Acceptance Corporation, 108
Frederick Street, Greenville, South Carolina 29607-2532, and his successors as
such Guarantor’s lawful agent in the State of South Carolina upon which may be
served and which may accept and acknowledge, for and on behalf of such
Guarantor, all process in any action, suit or proceeding that may be brought
against such Guarantor in any of the courts referred to in this Section, and
agrees that such service of process, or the acceptance or acknowledgment thereof
by said agent, shall be valid, effective and binding in every
respect.  If any Holder shall cause process to be served upon such
Guarantor by being served upon such agent, a copy of such process shall also be
mailed to Karen A. Gledhill, Esq., by United States registered mail, first class
postage prepaid, at 101 North Tryon Street, Suite 1900, Charlotte, North
Carolina  28246.

     

    
      
        
          A-11

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    
       

      
        	
                Section 10. 
      

              	
                Successors
      and Assigns.

              


      

       

    

    All
covenants and agreements contained in this Agreement by or on behalf of each
Guarantor shall be binding upon such Guarantor and its successors and assigns
and shall inure to the benefit of the Security Trustee and each and every
Holder.

     

    
      	
              Section 11. 
      

            	
              Notices.

            


    

     

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

     

    
      	
              Section 12. 
      

            	
              Limitation
      on Maximum Liability.

            


    

     

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

     

    
      	
              Section 13. 
      

            	
              Governing
      Law.

            


    

     

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

     

    
      	
              Section 14.

            	
              Guaranty
      Supplements.

            


    

     

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


    
      
        
          A-12

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    
      	
              Section 15. 
      

            	
              Subordination
      to Senior Guarantee Obligations.

            


    

     

    Anything
in this Agreement to the contrary notwithstanding, the obligations of each
Guarantor hereunder with respect to the indebtedness evidenced by the Notes
(whether for principal, interest or premium) and any renewals or extensions
thereof, and any and all other obligations or liabilities owing under the Senior
Subordinated Note Agreement and all other instruments and agreements relating
thereto (the “Subordinated
Guarantee Obligations”) shall at all times be wholly subordinate and
junior in right of payment to the obligations of such Guarantor with respect to
the Senior Indebtedness (the “Senior Guarantee
Obligations”) in the manner and with the force and effect hereafter set
forth:

     

    (a)    In the event
of any liquidation, dissolution or winding up of such Guarantor, or of any
execution, sale, receivership, insolvency, bankruptcy, liquidation,
readjustment, reorganization, or other similar proceeding relative to such
Guarantor or its property, all Senior Guarantee Obligations shall first be paid
in full before any payment is made on the Subordinated Guarantee Obligations and
in any such event any payment or distribution of any kind or character, whether
in cash, property or securities (other than in securities or other evidences of
indebtedness the payment of which is subordinated to the payment of all Senior
Guarantee Obligations of such Guarantor which may at the time be outstanding to
at least the same extent as the payment of the Subordinated Guarantee
Obligations is subordinated thereto in this §15) which shall be made upon
or in respect of the Subordinated Guarantee Obligations shall be paid over to
the Security Trustee for application in payment of the Senior Guarantee
Obligations unless and until such Senior Guarantee Obligations shall have been
paid or satisfied in full.

     

    (b)    In the event
that the Notes are declared or become due and payable because of the occurrence
of any Event of Default under the Senior Subordinated Note Agreement or
otherwise (other than that portion of the Notes becoming due and payable by
reason of any required prepayment pursuant to Section 2.1 of the Senior
Subordinated Note Agreement or any optional prepayment pursuant to
Section 2.2 of the Senior Subordinated Note Agreement with the prior
written consent of the Agent and the holders of at least 76% in aggregate
principal amount of outstanding Senior Secured Notes), under circumstances when
the foregoing clause (a) shall not be applicable, the holders of the
Subordinated Guarantee Obligations shall be entitled to payments due hereunder
with respect to principal, interest and premium on the Notes, other than
regularly scheduled payments of interest and the payments of principal and
interest due and payable under Section 2.1 of the Senior
Subordinated Note Agreement and at maturity (other than by acceleration), only
after there shall first have been paid in full all Senior Guarantee Obligations
outstanding at the time the Notes so become due and payable (plus interest, fees
and expenses incurred or accrued thereafter constituting Senior Indebtedness)
because of any such event, or payment shall have been provided for in a manner
satisfactory to the holders of such Senior Guarantee Obligations.

     

    (c)    Without
limiting any of the other provisions hereof, during any period when the payment
of principal, premium or interest on the Notes shall be prohibited by the
provisions of Section 9.1(c) of the Senior
Subordinated Note Agreement, the holders of the Subordinated Guarantee
Obligations shall not be entitled to receive any payment
hereunder.


    
      
        
          A-13

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    (d)During
any period of time when pursuant to paragraph (c) above the holders of the
Subordinated Guarantee Obligations shall not be entitled to receive any payment
hereunder, the holders of the Subordinated Guarantee Obligations shall not be
deemed to be prohibited from (i) filing or initiating a petition in
bankruptcy against such Guarantor or instituting any other proceedings relating
to insolvency, liquidation, readjustment, reorganization or other similar
proceedings relative to such Guarantor or its property or (ii) joining in
any proceedings involving such Guarantor initiated by the Security Trustee, any
holder of Senior Guarantee Obligations or other Person to collect or enforce
such Senior Guarantee Obligations or under laws relating to bankruptcy,
insolvency, liquidation, readjustment, reorganization or other similar
proceedings.

     

    (e)In the
event that notwithstanding this §15, such Guarantor shall make
any payment in respect of the Subordinated Guarantee Obligations in violation of
this §15, then until
such violation shall have been cured (within the applicable time period) or
waived or shall have ceased to exist, such payment shall be held by the
recipient for the benefit of, and forthwith shall be paid over and delivered to,
the Security Trustee, for application to the payment of all Senior Guarantee
Obligations remaining unpaid unless and until all Senior Guarantee Obligations
shall have been paid or satisfied in full.

     

    The
provisions of Section 9.2 through Section 9.6 of the Senior
Subordinated Note Agreement apply to the Senior Guarantee Obligations and the
Subordinated Guarantee Obligations and are incorporated herein by
reference.

     

    
      	
               Section 16.

            	
              Miscellaneous.

            


    

     

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


    
      
        
          A-14

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    In
Witness Whereof, each Guarantor has caused this Agreement to be duly executed as
of the day and year first above written.

     

    
      
        	 	
                World
      Acceptance Corporation of Alabama

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ A.
      Alexander McLean III	 
	 	 	      
                Its
      Executive Vice President

              	 
	 	 	 	 
	 	 	 	 


      



    
      
        	 	
                World
      Acceptance Corporation of Missouri

              	 
	 	 	 	 
	 	
                By:
      

              	/s/ A.
      Alexander McLean III	 
	 	 	      
                Its
      Executive Vice President

              	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
        	 	
                World
      Finance Corporation of Georgia

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ A.
      Alexander McLean III	 
	 	 	      
                Its
      Executive Vice President

              	 
	 	 	 	 
	 	 	 	 


      

    

    
      	
               
      

            	
            


    

    


    
      
        	 	
                World
      Finance Corporation of Louisiana

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ A.
      Alexander McLean III	 
	 	 	      
                Its
      Executive Vice President

              	 
	 	 	 	 
	 	 	 	 


      

    

    
      	
               
      

            	
            


    

    


    
      
        	 	
                World
      Acceptance Corporation of Oklahoma, Inc.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ A.
      Alexander McLean III	 
	 	 	      
                Its
      Executive Vice President

              	 
	 	 	 	 
	 	 	 	 


      

    

    
      	
               
      

            	
            


    

    


    
      
        	 	      
                World
      Finance Corporation of South Carolina

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ A.
      Alexander McLean III	 
	 	 	      
                Its
      Executive Vice President

              	 
	 	 	 	 
	 	 	 	 


      

    

    
      	
               
      

            	
            


    

    


     


    
      
        
          A-15

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	 	
                  World
      Finance Corporation of Tennessee

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ A.
      Alexander McLean III	 
	 	 	      
                  Its
      Executive Vice President

                	 
	 	 	 	 
	 	 	 	 


        

      

      
        	
                 
      

              	
              


      

      

        
          
            
              	 	
                      WFC
      Limited Partnership

                       

                    	 
	 	By: 	
                      WFC of South Carolina, Inc.,

                            
                        as
      sole general partner 

                      

                       

                    	 
	
                       

                    	
                      By:
      

                    	/s/ A.
      Alexander McLean III	 
	 	 	      
                      Its
      Executive Vice President

                    	 
	 	 	      
                       

                    	 
	 	 	 	 


            

          

        


        
          	 	
                  WFC
      of South Carolina, Inc.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ A.
      Alexander McLean III	 
	 	 	      
                  Its
      Executive Vice President

                	 
	 	 	 	 
	 	 	 	 


        

      

    

    
      
      

    

    


    
      
        	 	
                World
      Finance Corporation of Illinois

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ A.
      Alexander McLean III	 
	 	 	      
                Its
      Executive Vice President

              	 
	 	 	 	 
	 	 	 	 


      

    

    
      
      

    

    


    
      
        	 	
                World
      Finance Corporation of New Mexico

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ A.
      Alexander McLean III	 
	 	 	
                Its
      Executive Vice President

              	 
	 	 	 	 
	 	 	 	 


      

    

    
      	
               
      

            	
            


    

    


    
      
        	 	      
                World
      Finance Corporation of Texas

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Tommy
      E. Marr	 
	 	 	
                Its
      President

              	 
	 	 	 	 
	 	 	 	 


      

    

    
      	
               
      

            	
            


    

    



    
      
        
          A-16

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    Guaranty
Supplement

    


    


    


    To the
Holders of the

    10%
Senior Subordinated Secured Notes due 2004

    of World
Acceptance Corporation (the “Company”)

     

    Ladies
and Gentlemen:

     

    On
July 3, 1997, the Company authorized and sold $10,000,000 aggregate
principal amount of the 10% Senior Subordinated Secured Notes (the “Notes”) pursuant to the Note
Agreement dated as of June 30, 1997 (the “Senior Subordinated Note
Agreement”).  As a condition to the sale of the Notes, pursuant
to Section 3.9 of that certain Amended and Restated Security Agreement,
Pledge and Indenture of Trust dated as of June 30, 1997 between the Company
and Harris Trust and Savings Bank, as Security Trustee (the “Company Security
Agreement”), the Company agreed that, subject to the terms and conditions
set forth in the Guaranty (as defined below), certain Restricted Subsidiaries
(as defined in the Senior Subordinated Note Agreement) would guaranty the
obligations (i) of the Company under the Notes, the Senior Subordinated Note
Agreement and the Company Security Agreement (as defined in the Senior
Subordinated Note Agreement) and (ii) of each other Restricted Subsidiary under
the Subsidiary Security Agreement, in each case, pursuant to the Guaranty
Agreement dated as of June 30, 1997 (the “Guaranty”).  In
accordance with the requirements of the Guaranty, the undersigned,
_______________, a corporation organized under the laws of ____________ (the
“Additional
Guarantor”), desires to amend the definition of Guarantor (as the same
may have been heretofore amended) set forth in the Guaranty attached hereto so
that at all times from and after the date hereof, the Additional Guarantor shall
be jointly and severally liable as set forth in the Guaranty for the obligations
of the Company under the Notes, the Senior Subordinated Note Agreement and the
Company Security Agreement and for the obligations of each other Restricted
Subsidiary under the Subsidiary Security Agreement to the extent and in the
manner set forth in the Guaranty.  Unless otherwise defined herein,
all capitalized terms used herein shall have the meaning provided for in the
Guaranty.

     

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

     

    Upon
execution of this Guaranty Supplement, the Guaranty shall be deemed to be
amended as set forth above.  Except as amended herein, the terms and
provisions of the Guaranty, the Senior Subordinated Note Agreement, the Notes,
the Company Security Agreement and the Subsidiary Security Agreement are hereby
ratified, confirmed and approved in all respects.

     

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

     

    Dated
:_________________, l9__.

     

    


    


    
      	
               
      

            	
              [Name
      of Additional Guarantor]

            


    

    


    


    


    
      	
               
      

            	
              By

            


    

    
      	
               
      

            	
              Its

            


    

    


    
      A-17