Unassociated Document


    


    First
Amendment to Amended and Restated Guaranty Agreement

     

    Reference
is hereby made to that certain Amended and Restated Guaranty Agreement dated as
of June 30, 1997 (as amended, modified, or supplemented, the “Subsidiary Guaranty
Agreement”), from World Acceptance Corporation of Alabama, World
Acceptance Corporation of Missouri, World Finance Corporation of Georgia, World
Finance Corporation of Louisiana, World Acceptance Corporation of Oklahoma,
Inc., World Finance Corporation of South Carolina, World Finance Corporation of
Tennessee, World Finance Corporation of Texas, WFC Limited Partnership, WFC of
South Carolina, Inc., World Finance Corporation of Illinois, World Finance
Corporation of New Mexico, World Finance Corporation of Kentucky, WFC Services,
Inc., and World Finance Corporation of Colorado (the “Guarantors” and individually
a “Guarantor”).  Capitalized
terms not otherwise defined herein shall have the meaning set forth in the
Subsidiary Guaranty Agreement.  

     

    Subsequent
to the delivery of the Subsidiary Guaranty Agreement, (a) the Senior
Secured Notes were paid in full and (a) the Guarantors have agreed to
guarantee the payment of the Hedging Liability (as such term is defined in the
Revolving Credit Agreement).  Pursuant to Section 15 of the
Subsidiary Guaranty Agreement, the Guarantors and the Security Trustee now
desire to amend the Subsidiary Guaranty Agreement to reflect such changes and to
make certain other amendment to the Subsidiary Guaranty Agreement as provided
for herein.

     

    
      Section
1.   Amendments.

    

     

    Upon the
execution and delivery hereof by the Guarantors party hereto and the Security
Trustee, the Subsidiary Guaranty Agreement shall be and is hereby amended as
follows:

     

    1.1.      
 On or about December 31, 1999, the Senior Secured Notes were paid in
full and are no longer outstanding.  Accordingly, for the sake of
clarity, any and all references in the Subsidiary Guaranty Agreement to the
terms “Senior Note Agreements” and “Senior Secured Notes” shall be
deleted.

     

    1.2.        
Recital I to the Subsidiary Guaranty Agreement shall be amended and
restated in its entirety to read as follows:

     

    I.The Company entered into that certain
Amended and Restated Revolving Credit Agreement, dated as of July 20, 2005,
as the same may from time to time be amended or restated pursuant to the terms
thereof (the “Revolving Credit
Agreement”) with Bank of Montreal, as Agent for the financial
institutions party thereto as Banks, which provides for borrowings, whether or
not such borrowings are evidenced by promissory notes and 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 “Revolving Credit
Notes”).  The Revolving
Credit Notes are hereinafter collectively referred to as the “Notes.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.3.      
 Section 1 of the Subsidiary Guaranty Agreement shall be amended and
restated to read as follows:

     

    The
Guarantors hereby jointly and severally unconditionally guarantee to the
Security Trustee for the benefit of each and every holder of a Note from time to
time outstanding under the Revolving Credit Agreement (collectively “Holders” and individually
“Holder”) together with
their Affiliates with respect to any Hedging Liability (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 and of all Hedging Liability (as such term is defined in the
Revolving Credit Agreement) in accordance with the terms and conditions of such
Notes, the Revolving Credit Agreement, each Security Agreement, and any
agreement entered into in connection with any Hedging Liability, (2) the
prompt performance and compliance by the Company with each of its other
obligations under the Revolving Credit Agreement and the Company Security
Agreement and by the Company or any Guarantor of any agreement entered into in
connection with any Hedging Liability and, (3) the prompt performance and
compliance by each other Guarantor of each of its obligations under the
Subsidiary Security Agreement, (4) the due and punctual payment of any
other amounts due under the Revolving Credit Agreement and each Security
Agreement and any agreement entered into in connection with any Hedging
Liability.  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 and the Hedging Liability
to whom such payment is payable.

     

    
      Section
2.    Representations, Warranties, and
Covenants.

    

     

    Each
Guarantor hereby repeats and reaffirms all of its covenants, agreements,
representations and warranties contained in the Subsidiary Guaranty Agreement,
each and all of which shall be applicable to all of the guaranteed indebtedness
after giving effect to this Amendment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Section
3.    Miscellaneous.

    

     

    3.1.No
reference to this Amendment need be made in any note, instrument or other
document at any time referring to the Subsidiary Guaranty Agreement, any
reference in any of such to the Subsidiary Guaranty Agreement to be deemed to
reference to the Subsidiary Guaranty Agreement as amended hereby.

     

    3.2.Except
as specifically amended hereby, all the terms and conditions of the Subsidiary
Guaranty Agreement shall stand and remain unchanged and in full force and
effect.

     

    3.3.This
Amendment may be executed in any number of counterparts, and by the different
parties on different counterpart pages, all of which taken together shall
constitute one and the same agreement.  Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original.  This
Amendment shall be governed by the laws of the State of South
Carolina.

     

    [Signature
Pages to Follow]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    This
First Amendment to Amended and Restated Guaranty Agreement is dated as of
August 4, 2008.

    


    
      
        
          
            
              
                
                  
                    
                      	
                              World
      Acceptance Corporation of Alabama

                            
	
                              World
      Acceptance Corporation of Missouri

                            
	
                              World
      Finance Corporation of Georgia

                            
	
                              World
      Finance Corporation of Louisiana

                            
	
                              World
      Acceptance Corporation of Oklahoma, Inc.

                            
	
                              World
      Finance Corporation of South Carolina

                            
	
                              World
      Finance Corporation of Tennessee

                            
	
                              WFC
      of South Carolina, Inc.

                            
	
                              World
      Finance Corporation of Illinois

                            
	
                              World
      Finance Corporation of New Mexico

                            
	
                              World
      Finance Corporation of Kentucky

                            
	
                              WFC
      Services, Inc.

                            
	
                              World
      Finance Corporation of Colorado

                            
	 
      	 
      	 
      
	
                              By

                            	 
      
	 
      	
                              A.
      Alexander McLean III

                            
	 
      	
                              Its
      Executive Vice President

                            
	 
      	 
      	 
      
	
                              WFC
      Limited
      Partnership

                            
	 
      	 
      	 
      
	
                              By

                            	
                              WFC
      of South Carolina, Inc., as sole general partner

                            
	 	 	 
	 
      	
                              By

                            	 
      
	 
      	 
      	
                              A.
      Alexander McLean III

                            
	 
      	 
      	
                              Its
      Executive Vice
President

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                World
      Finance Corporation of Texas

                              
	 
      	 
      	 
      
	
                                By

                              	 
      
	 
      	
                                Jeff
      L. Tinney

                              
	 
      	
                                Its
      President

                              
	 
      	 
      	 
      
	
                                Harris
      N.A., as
      Security Trustee

                              
	 
      	 
      	 
      
	
                                By

                              	  
      
	 
      	
                                Name

                              	  
      
	 
      	
                                Title