Sixth
Amendment to Amended and Restated Revolving Credit Agreement

     

    This
Sixth Amendment to Amended and Restated Revolving Credit Agreement (herein, the
“Amendment”) is entered
into as of July 31, 2009, by and among World Acceptance Corporation, a
South Carolina corporation (the “Borrower”), the Banks party
hereto, and Bank of Montreal, as Agent for the Banks (the “Agent”). 

     

    Preliminary
Statements

     

    A.The
Borrower, the Banks, and the Agent are parties to a certain Amended and Restated
Revolving Credit Agreement, dated as of July 20, 2005, as amended (the
“Credit
Agreement”).  All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.

     

    B.The
Borrower and the Banks have agreed to amend the Credit Agreement under the terms
and conditions set forth in this Amendment.  In addition,
BMO Capital Markets Financing, Inc. (herein, the “Departing Bank”) has agreed
to assign all of its Commitment and outstanding Obligations to Bank of Montreal
(“BMO”); and Texas
Capital Bank, National Association has agreed to join the Credit Agreement as a
Bank with a commitment of $10,000,000 (“Texas Capital”, and,
together with BMO, the “New
Banks”).

     

    Now,
Therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

     

    
      
        	
                Section
      1.

              	
                Amendments.

              


      

    

     

    Subject
to the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement shall be and hereby is amended as
follows:

     

    1.1.        Section 1.1
of the Credit Agreement (The Revolving Credit) shall be amended and restated in
its entirety to read as follows:

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.2.        Section 1
of the Credit Agreement (The Credit) shall be amended by adding a new
Section 1.2 that shall read as follows:

     

    Section 1.2.        Increase in
Commitments.  The Borrower may, on any Business Day prior to
the Termination Date, with the written consent of the Agent, increase the
aggregate amount of the Commitments by delivering a Commitment Amount Increase
Request substantially in the form attached hereto as Exhibit D or in such
other form acceptable to the Agent at least five (5) Business Days prior to the
desired effective date of such increase (the “Commitment Amount Increase”)
identifying an additional Bank (or additional Commitment for an existing Bank)
and the amount of its Commitment (or additional amount of its Commitment); provided, however, that
(i) any increase of the aggregate amount of the Commitments to an amount in
excess of $25,000,000 will require the approval of the Required Lenders,
(ii) any increase of the aggregate amount of the Commitments shall be in an
amount not less than $10,000,000 for an additional Bank and $1,000,000 for an
existing Bank, (iii) no Default or Event of Default shall have occurred and
be continuing at the time of the request or  the effective date of the
Commitment Amount Increase and (iv) all representations and warranties
contained in Section 6 hereof shall be true and correct at the time of such
request and on the effective date of such Commitment Amount
Increase.  The effective date of the Commitment Amount Increase shall
be agreed upon by the Borrower and the Agent.  Upon the effectiveness
thereof, the new Bank(s) (or, if applicable, existing Bank(s)) shall advance
Loans in an amount sufficient such that after giving effect to its advance each
Bank shall have outstanding its pro rata share of the outstanding Loans in
proportion to its Commitment.  It shall be a condition to such
effectiveness that (i) if any Eurodollar Loans are outstanding under the
Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall
be deemed to be prepaid on such date and the Borrower shall pay any amounts
owing to the Bank pursuant to Section 2.10 hereof and (ii) the
Borrower shall not have terminated any portion of the Commitments pursuant to
Section 2.9 hereof.  The Borrower agrees to pay any reasonable
expenses of the Agent relating to any Commitment Amount
Increase.  Notwithstanding anything herein to the contrary, no Bank
shall have any obligation to increase its Commitment and no Bank’s Commitment
shall be increased without its consent thereto, and each Bank may at its option,
unconditionally and without cause, decline to increase its
Commitment.


    
      
         


      

      
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    1.3.        Section 2.1(a)
of the Credit Agreement (Applicable Interest Rates; Base Rate Loans) and the
definition of Base Rate set forth therein shall each be amended and restated in
its entirety to read as follows:

     

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

     

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


    
      
         


      

      
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    1.4.        The
definitions of Adjusted LIBOR, Eurodollar Reserve Percentage, and Eurodollar
Margin set forth in Section 2.1(b) of the Credit Agreement (Applicable
Interest Rates; Eurodollar Loans) shall be amended and restated in their
entirety to read as follows:

     

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

     

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

     

    “Eurodollar Margin” means
3.0% per annum.

     

    1.5.        The
second sentence of Section 2.4 of the Credit Agreement (Interest Periods)
shall be amended by striking the phrase “the Borrower may select, 1, 2, 3 or 6
months thereafter’ and inserting in its place the phrase “the Borrower may
select, 1, 2, or 3 months thereafter”.

     

    1.6.        Subsection (a)
of Section 2.9 of the Credit Agreement (Commitment Terminations shall be
amended and restated in its entirety to read as follows:

     

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


    
      
         


      

      
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    1.7.        Section 5.1
of the Credit Agreement (Definitions) shall be amended by (a) striking the
definitions of “Availability
Period,” “Base Revolving Credit Commitments,” and “Seasonal Revolving Credit
Commitments” and (b) amending and restating the definitions of “Commitment,” and “Termination Date” in their
entirety to read as follows:

     

    “Commitment" means, as to any
Bank, the obligation of such Bank to make Loans under the Revolving Credit in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Bank’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.  The Borrower and the Banks
acknowledge and agree that the Commitments of the Banks aggregate
$213,317,000.00 on July 31,  2009.

     

    “Termination Date” means
July 31, 2011, or such later date to which the Commitments are extended
pursuant to Section 3.4 hereof, or such earlier date on which the
Commitments are terminated in whole pursuant to Sections 2.9, 9.3 or 9.4
hereof.

     

    1.8.        Section 8.7
of the Credit Agreement (Consolidated Net Worth) shall be amended and restated
in its entirety to read as follows:

     

    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, 2009,
shall be $240,000,000 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).

     

    1.9.        Section 8.10
of the Credit Agreement (Limitations on Indebtedness) shall be amended and
restated in its entirety to read as follows:

     

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

     

    (a)        The
aggregate unpaid principal amount of Senior Debt, on a consolidated basis, to
exceed 375% of Consolidated Adjusted Net Worth; and


    
      
         


      

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

     

    1.10.        Section 8.18(g)
of the Credit Agreement (Investments) shall be amended and restated in its
entirety to read as follows:

     

    (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 $45,000,000 at any one time outstanding;
and

     

    1.11.        There
shall be added to the Credit Agreement a new Exhibit D that shall read as
set forth on Exhibit D attached hereto and made a part hereof.

     

    1.12.        Schedule 1.1
of the Credit Agreement (Commitments) shall be amended and restated in its
entirety to read as set forth on Schedule 1.1 attached hereto and made a
part hereof.

     

    
      
        	
                Section
      2.

              	
                Addition
      of Texas Capital; Assignment by Departing Bank; and New
    Banks.

              


      

    

     

    2.1.        Addition of Texas
Capital.  On the date hereof, Texas Capital shall be deemed a
Bank signatory to the Credit Agreement and shall have all the rights, benefits,
duties and obligations of a Bank under the Credit Agreement and the Loan
Documents with a Commitment as set forth on Schedule 1.1 hereto.
 Accordingly, as of such date all references in the Credit Agreement and
the Loan Documents to the terms “Bank” and “Banks” shall be deemed to include,
and be a reference to, Texas Capital.  Texas Capital agrees that it will
perform all of the duties and obligations which by the terms of the Credit
Agreement and the Loan Documents are required to be performed by it as a
Bank.

     

    2.2.        Assignment by Departing
Bank.  The Departing Bank hereby agrees to sell and assign
without representation, recourse, or warranty all of its Obligations and
Commitment (except the Departing Bank represents to BMO that it has authority to
execute and deliver this Amendment and sell its Obligations and assign its
Commitment contemplated hereby, which Obligations are owned by the Departing
Bank free and clear of all Liens), and upon the satisfaction of the conditions
precedent set forth in Section 3 hereof BMO hereby agrees to purchase and
assume, 100% of the Departing Bank’s outstanding Obligations and Commitment
under the Credit Agreement and the Loan Documents (including, without
limitation, all of the Loans held by the Departing Bank) for a purchase price
equal to the outstanding principal balance of Loans owed to the Departing Lender
under the Credit Agreement as of the effective date of this Amendment, which
purchase price shall be paid in immediately available funds on such
date.  Such purchase and sale shall be arranged through the Agent as
provided for below, and the Departing Bank hereby agrees to execute such further
instruments and documents, if any, as the Agent may reasonably request in
connection therewith. 


    
      
         


      

      
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    Upon
satisfaction of the conditions precedent set forth in Section 3 hereof and
the payment of the purchase price owing to the Departing Bank pursuant hereto,
the Departing Bank shall cease to be a Bank under the Credit Agreement and the
other Loan Documents and (i) BMO shall have the rights of the Departing
Bank thereunder subject to the terms and conditions hereof, and (ii) the
Departing Bank shall have relinquished its rights (other than rights to
indemnification and reimbursements referred to in the Credit Agreement which
survive the repayment of the Obligations owed to the Departing Bank in
accordance with its terms, including Sections 2.10, 12.6 and 12.13 thereof)
and be released from its obligations under the Credit Agreement.  It
is understood that all unpaid interest and fees accrued to the effective date of
this Amendment that are owed to the Departing Bank with respect to the interest
assigned hereby are for the account of the Departing Bank and such interest and
fees accruing from and including the effective date of this Amendment are for
the account of BMO.  Each of the Departing Bank and BMO hereby agrees
that if it receives any amount under the Credit Agreement which is for the
account of the other, it shall receive the same for the account of such other
party to the extent of such other party’s interest therein and shall promptly
pay the same to such other party.

     

    2.3.        New Banks.  Each
New Bank hereby confirms that it has received a copy of the Loan Documents and
the exhibits related thereto, together with copies of the documents which were
required to be delivered under the Credit Agreement as a condition to the making
of the Loans and other extensions of credit thereunder. Each New Bank
acknowledges and agrees that it has made and will continue to make,
independently and without reliance upon the Agent or any other Bank and based on
such documents and information as it has deemed appropriate, its own credit
analysis and decisions relating to the Credit Agreement.  Each New
Bank further acknowledges and agrees that the Agent has not made any
representations or warranties about the credit worthiness of the Borrower or any
other party to the Credit Agreement or any other Loan Document or with respect
to the legality, validity, sufficiency or enforceability of the Credit Agreement
or any other Loan Document or the value of any security therefor.

     

    
      
        	
                Section
      3.

              	
                ConditionsPrecedent.

              


      

    

     

    The
effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:

     

    3.1.        The
Borrower, the Banks along with the Departing Bank and the New Banks, shall have
executed and delivered this Amendment; and the Borrower shall have executed and
delivered to the Agent (for delivery to the relevant Banks) replacement Notes in
the amount of the respective Commitments of the Banks after giving effect to
this Amendment.

     

    3.2.        The
Restricted Subsidiaries parties to the Subsidiary Guaranty Agreement shall have
executed and delivered to the Agent their consent to this Amendment in the form
set forth below.

     

    3.3.        The
Borrower shall have executed and delivered to the Agent an administrative
agent’s fee letter in form and substance acceptable to the Agent.

     

    
      
         

      

      
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    3.4.        Legal
matters incident to the execution and delivery of this Amendment shall be
satisfactory to the Agent and its counsel.

     

    
      
        	
                Section
      4.

              	
                Representations.

              


      

    

     

    In order
to induce the Banks to execute and deliver this Amendment, the Borrower hereby
represents to the Agent, the Security Trustee, and the Banks that as of the date
hereof, after giving effect to the amendments set forth in Section 1 above,
(a) the representations and warranties set forth in Section 6 of the Credit
Agreement and in the other Loan Documents are and shall be and remain true and
correct (except that the representations contained in Section 6.6 shall be
deemed to refer to the most recent financial statements of the Borrower
delivered to the Agent) and (b) the Borrower and the Guarantors are in
compliance with the terms and conditions of the Credit Agreement and the other
Loan Documents and no Default or Event of Default exists or shall result after
giving effect to this Amendment.

     

    
      
        	
                Section
      5.

              	
                Miscellaneous.

              


      

    

     

    5.1.        Except
as specifically amended herein, the Credit Agreement shall continue in full
force and effect in accordance with its original terms.  Reference to
this specific Amendment need not be made in the Credit Agreement, the Notes, or
any other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect
to the Credit Agreement, any reference in any of such items to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended
hereby.

     

    5.2.        The
Borrower heretofore executed and delivered, among other things, the Company
Security Agreement and hereby acknowledges and agrees that the security
interests and liens created and provided for therein secure the payment and
performance of the Obligations as amended hereby, which are entitled to all of
the benefits and privileges set forth therein.  Without limiting the
foregoing, the Borrower acknowledges that the “Secured Indebtedness” as defined
in the Company Security Agreement includes all Hedging Liability in addition to
all other Obligations as originally defined therein.

     

    5.3.        The
Borrower agrees to pay on demand all costs and expenses of or incurred by the
Agent in connection with the negotiation, preparation, execution and delivery of
this Amendment and the other instruments and documents to be executed and
delivered in connection herewith, including the fees and expenses of counsel for
the Agent.

     

    
      
         

      

      
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    5.4.        This
Amendment may be executed in any number of counterparts, and by the different
parties on different counterpart signature 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.  Delivery of a counterpart hereof by facsimile transmission
or by e-mail transmission of an Adobe Portable Document Format File (also known
as an “PDF” file)
shall be effective as delivery of a manually executed counterpart
hereof.  This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of Illinois (without regard to
principles of conflicts of laws).

     

    [Signature
Page to Follow]


    
      
         


      

      
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    This
Sixth Amendment to Amended and Restated Revolving Credit Agreement is entered
into as of the date and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	
                                          World
      Acceptance Corporation

                                        
	 	 	 
	 
      	
                                          By

                                        	 
      
	 
      	 
      	
                                          Name:  Alexander
      McLean, III

                                        
	 
      	 
      	
                                          Title:   
      Chief Executive Officer

                                        
	
                                          Accepted
      and agreed to.

                                        	 
      
	 
      	
                                          Bank
      of Montreal, in its capacity as Agent 

                                          and
      as New Bank

                                        
	 	 	 
	 
      	
                                          By

                                        	 
      
	 
      	 
      	
                                          Name:
      Michael S. Cameli

                                        
	 
      	 
      	
                                          Title:
      Director

                                        
	 	 
	 
      	
                                          JPMorgan
      Chase Bank, N.A.

                                        
	 	 	 
	 
      	
                                          By

                                        	 
      
	 
      	 
      	
                                          Name:
      Patrick S. Thornton

                                        
	 
      	 
      	
                                          Title:
      Senior Vice President

                                        
	 	 
	 
      	
                                          Bank
      of America, National Association

                                        
	 	 	 
	 
      	
                                          By

                                        	 
      
	 
      	 
      	
                                          Name:
      Deirdre Sikora

                                        
	 
      	 
      	
                                          Title:
      Vice President

                                        
	 	 
	 
      	
                                          Capital
      One, National Association

                                        
	 	 	 
	 
      	
                                          By

                                        	 
      
	 
      	 
      	
                                          Name:
      Paul J. Rubrich

                                        
	 
      	 
      	
                                          Title:
      Vice
President

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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                                    Wells
      Fargo Preferred Capital, Inc.

                                  
	 	 	 
	 
      	
                                    By

                                  	 
      
	 
      	 
      	
                                    Name:
      William M. Laird

                                  
	 
      	 
      	
                                    Title:
      Senior Vice President

                                  
	 	 
	 
      	
                                    Carolina
      First Bank

                                  
	 	 	 
	 
      	
                                    By

                                  	 
      
	 
      	
                                    Name:

                                  	
                                    Kevin
      M. Short

                                  
	 
      	
                                    Title:

                                  	
                                    Senior
      Vice President

                                  
	 	 
	 
      	
                                    Texas
      Capital Bank, National Association

                                  
	 	 	 
	 
      	
                                    By

                                  	 
      
	 
      	 
      	
                                    Name:
      Stephanie Hopkins

                                  
	 
      	 
      	
                                    Title:
      Senior Vice President

                                  
	
                                    Accepted
      and agreed to for purposes of Section 2 above.

                                  
	 
      	
                                    BMO
      Capital Markets Financing, Inc., as Departing
  Bank

                                  
	 	 	 
	 
      	
                                    By

                                  	 
      
	 
      	 
      	
                                    Name:
      Michael S. Cameli

                                  
	 
      	 
      	
                                    Title:
      Director

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    Acknowledgement
and Consent

     

    Each of
the undersigned is a Restricted Subsidiary of World Acceptance Corporation who
has executed and delivered to the Security Trustee, the Agent, and the Banks the
Subsidiary Guaranty Agreement and the Subsidiary Security
Agreement.  Each of the undersigned hereby acknowledges and consents
to the Fifth Amendment to Amended and Restated Revolving Credit Agreement set
forth above and confirms that the Loan Documents executed by it, and all of its
obligations thereunder, remain in full force and effect, and that the security
interests and liens created and provided for therein continue to secure the
payment and performance of the Obligations of the Borrower under the Credit
Agreement after giving effect to the Amendment. Each of the undersigned
acknowledges that the Security Trustee, the Agent, and the Banks are relying on
the foregoing in entering into the Amendment.

     

    Dated as
of July 31, 2009.

     

    
      
        
          
            
              	
                      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., a South Carolina 

                      corporation

                    
	
                      World
      Finance Corporation of 

                      Colorado

                    
	 	 
	
                      By

                    	 
      
	 
      	
                      A.
      Alexander McLean, III

                    
	 
      	
                      Its
      Chief Executive
Officer

                    


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  WFC
      Limited Partnership

                                
	 	 
	
                                  By

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

                                
	 	 	 
	 
      	
                                  By

                                	 
      
	 
      	 
      	
                                  A.
      Alexander McLean, III

                                
	 
      	 
      	
                                  Its
      Chief Executive Officer

                                
	 
	
                                  World
      Finance Corporation of Texas

                                
	 
	
                                  By

                                	 
      
	 
      	
                                  Jeff
      L. Tinney

                                
	 
      	
                                  Its
      President

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    Schedule
1.1

     

    Commitments

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Name
      of Bank

                                          	 	
                                            Commitments

                                          	 
	 	 	 	 	 
	
                                            Bank
      of Montreal

                                          	 	$	50,000,000.00	 
	 	 	 	 	 
	
                                            JPMorgan
      Chase Bank, NA

                                          	 	$	15,000,000.00	 
	 	 	 	 	 
	
                                            Bank
      of America, N.A.

                                          	 	$	33,384,500.00	 
	 	 	 	 	 
	
                                            Capital
      One, National Association

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

                                          	 	$	49,000,000.00	 
	 	 	 	 	 
	
                                            Carolina
      First Bank

                                          	 	$	25,932,500.00	 
	 	 	 	 	 
	
                                            Texas
      Capital Bank, National Association

                                          	 	$	10,000,000.00	 
	 	 	 	 	 
	
                                            Total

                                          	 	$	213,317,000.00	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
D

     

    Commitment
Amount Increase Request

     

    _______________,
____

     

     

    
      
        	
                To:

              	
                Bank
      of Montreal, as Agent for the Banks party to the Amended and Restated
      Revolving Credit Agreement dated as of July 20, 2005 (as extended,
      renewed, amended or restated from time to time, the“Credit Agreement”),
      among World Acceptance Corporation, certain Banks which are signatories
      thereto, and Bank of Montreal, as
Agent

              


      

    

     

    Ladies
and Gentlemen:

     

    The
undersigned, World Acceptance Corporation (the “Borrower”) hereby refers to
the Credit Agreement and requests that the Agent consent to an increase in the
aggregate Commitments (the “Commitment Amount
Increase”), in accordance with Section 1.2 of the Credit Agreement,
to be effected by [an increase
in the Commitment of [name of existing Bank] [the addition of [name of new Bank]
(the “New
Bank”) as a Bank under
the terms of the Credit Agreement].  Capitalized terms used
herein without definition shall have the same meanings herein as such terms have
in the Credit Agreement.

     

    After
giving effect to such Commitment Amount Increase, the Commitment of the [Bank] [New Bank] shall be
$_____________.

     

    [Include
paragraphs 1-4 for a New Bank]

     

    1.        The
New Bank hereby
confirms that it has received a copy of the Loan Documents and the exhibits
related thereto, together with copies of the documents which were required to be
delivered under the Credit Agreement as a condition to the making of the Loans
and other extensions of credit thereunder.  The New Bank acknowledges and agrees
that it has made and will continue to make, independently and without reliance
upon the Agent or any other Bank and based on such
documents and information as it has deemed appropriate, its own credit analysis
and decisions relating to the Credit Agreement.  The New Bank further acknowledges and
agrees that the Agent has not made any representations or warranties about the
credit worthiness of the Borrower or any other party to the Credit Agreement or
any other Loan Document or with respect to the legality, validity, sufficiency
or enforceability of the Credit Agreement or any other Loan Document or the
value of any security therefor.

     

    2.        Except
as otherwise provided in the Credit Agreement, effective as of the date of
acceptance hereof by the Agent, the New Bank (i) shall be deemed
automatically to have become a party to the Credit Agreement and have all the
rights and obligations of a “Bank ” under the Credit Agreement
as if it were an original signatory thereto and (ii) agrees to be bound by
the terms and conditions set forth in the Credit Agreement as if it were an
original signatory thereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3.        The
New Bank shall
deliver to the Agent an administrative questionnaire in the form then required
by the Agent.

     

    [4.        The
New Bank has delivered, if appropriate, to the Borrower and the Agent (or is
delivering to the Borrower and the Agent concurrently herewith) the tax forms
referred to in Section 12.1 of the Credit Agreement.]*

     

    This
Agreement shall be deemed to be a contractual obligation under, and shall be
governed by and construed in accordance with, the laws of the state of
Illinois.

     

    The
Commitment Amount Increase shall be effective when the executed consent of the
Agent is received or otherwise in accordance with Section 1.2 of the Credit
Agreement, but not in any case prior to ___________________, ____.  It
shall be a condition to the effectiveness of the Commitment Amount Increase that
all expenses referred to in Section 1.2 of the Credit Agreement shall have
been paid.

     

    The
Borrower hereby certifies that no Default or Event of Default has occurred and
is continuing.

     

    Please
indicate the Agent’s consent to such Commitment Amount Increase by signing the
enclosed copy of this letter in the space provided below.

     

    
      

    

     

    
      * Insert bracketed paragraph
if New Bank is organized under the law of a jurisdiction other than the United
States of America or a state thereof.

    


    
      
         


      

      
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                                              Very
      truly yours,

                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                              World
      Acceptance Corporation

                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                              By

                                            	 
      
	 
      	 
      	 
      	 
      	 
      	
                                              Name:

                                            	 
      
	 
      	 
      	 
      	 
      	 
      	
                                              Title:

                                            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                              [New
      or existing Bank Increasing Commitments]

                                            
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                                              By

                                            	 
      
	 
      	 
      	 
      	 
      	 
      	
                                              Name

                                            	 
      
	 
      	 
      	 
      	 
      	 
      	
                                              Title

                                            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                              The
      undersigned hereby consents on this __ day of _____________, _____ to the
      above-requested Commitment Amount Increase.

                                            	 
      	 
      	 
      	 
      
	 	 	 	 	 
	
                                              Bank
      of Montreal, as Agent

                                            	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 
	
                                              By

                                            	 
      	 
      	 
      	 
      	 
      
	 
      	
                                              Name

                                            	 
      	 
      	 
      	 
      	 
      
	 
      	
                                              Title

                                            	 
      	 
      	 
      	 
      	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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