First
      Amendment to Amended and Restated Revolving Credit
      Agreement

     

    This
      First Amendment to Amended and Restated Revolving Credit Agreement (herein,
      the
“Amendment”)
      is
      entered into as of August 4, 2006, by and among World Acceptance
      Corporation, a South Carolina corporation (the “Borrower”),
      the
      Banks party hereto, and Harris N.A. as Agent for the Banks (the “Agent”).

     

    Preliminary
      Statements

     

    A.The
      Borrower, the Banks, JPMorgan Chase Bank as Co-Agent, and the Agent are parties
      to a certain Amended and Restated Revolving Credit Agreement, dated as of
      July 20, 2005 (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 has requested that the Banks agree to reduce the Eurodollar Margin,
      extend the Termination Date to September 30, 2008 and increase the basket
      for Indebtedness for Borrowed Money, and make certain other amendments to the
      Credit Agreement, and the Banks are willing to do so under the terms and
      conditions set forth in this Amendment.

     

    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.  
      The
      defined term “Eurodollar
      Margin”
      set
      forth in Section 2.1(b) of the Credit Agreement shall be amended and
      restated in its entirety to read as follows:

     

    “Eurodollar
      Margin”
      means
      1.85% per annum.

     

    1.2.  
      The
      definition of “Termination
      Date”
      set
      forth in Section 5.1 of the Credit Agreement shall be amended and restated
      in its entirety to read as follows:

     

    “Termination
      Date”
      means
      September 30, 2008, 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.

     

    1.3.  
      Section 8.9(e)
      of the Credit Agreement (Permitted Indebtedness) shall be amended and restated
      in its entirety to read as follows:

     

    (e)other
      unsecured Indebtedness for Borrowed Money to any Person (other than to the
      Borrower or another Restricted Subsidiary) in an aggregate amount for the
      Borrower and all Restricted Subsidiaries not exceeding $10,000,000 at any time
      outstanding.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.4.  
      Subsection (b)
      of Section 8.20 of the Credit Agreement (Reports and Rights to Inspection)
      shall be amended by striking the phrase “within 90 days after the close of each
      fiscal year of the Borrower” set forth in the first sentence thereof and
      inserting in its place the phrase:

     

    “within
      120 days after the close of each fiscal year of the Borrower”

     

    
      	
              Section 2.

            	
              Conditions
                Precedent.

            


    

     

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

     

    2.1.  
      The
      Borrower and the Required Banks shall have executed and delivered this
      Amendment.

     

    2.2.  
      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.

     

    2.3.  
      Legal
      matters incident to the execution and delivery of this Amendment shall be
      satisfactory to the Agent and its counsel.

     

    
      	
              Section 3.

            	
              Representations.

            


    

     

    In
      order
      to induce the Banks to execute and deliver this Amendment, the Borrower hereby
      represents to the Agent 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 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 is in compliance with the terms and conditions of the Credit
      Agreement and no Default or Event of Default exists under the Credit Agreement
      or shall result after giving effect to this Amendment.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Section 4.

            	
              Miscellaneous.

            


    

     

    4.1.  
      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.

     

    4.2.  
      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 continue to secure the
      payment and performance of the Obligations of the Borrower under the Credit
      Agreement as amended hereby entitled to all of the benefits and privileges
      set
      forth therein.

     

    4.3.  
      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.

     

    4.4.  
      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
      executed counterparts of this Amendment by telecopy shall be effective as an
      original. This Amendment shall be governed by the internal laws of the State
      of
      Illinois (without regard to principles of conflicts of laws).

     

    [Signature
      Page to Follow]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      First 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:
              A. Alexander McLean, III
	 	Title:
              Chief Executive Officer


    

     

    
      Accepted
        and agreed to.

      
        	 	 	 
	 	 	Harris N.A.
	 
 	 
 	 
 
	 	By:  	 
	 	Name
                _____________________________________
	 	Title  
                _____________________________________


      

       

      
        
          	 	 	 
	 	 	JPMorgan Chase Bank, N.A.
	 
 	 
 	 
 
	 	By:  	 
	 	Name
                  _____________________________________
	 	Title  
                  _____________________________________


        

         

      

    

    
      
        
          	 	 	 
	 	 	LaSalle Bank National
                  Association
	 
 	 
 	 
 
	 	By:  	 
	 	Name
                  _____________________________________
	 	Title  
                  _____________________________________


        

         

        
          
            
              
                	 	 	 
	 	 	Capital One, N.A.
                        f/k/a Hibernia National Bank
	 
 	 
 	 
 
	 	By:  	 
	 	Name
                        _____________________________________
	 	Title  
                        _____________________________________


              

              
                 

                
                  
                    	 	 	 
	 	 	Wells Fargo Financial
                            Preferred Capital,
                            Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	Name
                            _____________________________________
	 	Title  
                            _____________________________________
	 


                  

                

              

            

          

        

      

    

    
      
         

        
          
            	 	 	 
	 	 	Carolina First Bank
	 
 	 
 	 
 
	 	By:  	 
	 	Name
                    _____________________________________
	 	Title  
                    _____________________________________
	 


          

        

      

       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Acknowledgement
      and Consent

     

    Each
      of
      the undersigned is a Restricted Subsidiary of World Acceptance Corporation
      who
      has executed and delivered to the Agent and the Banks the Subsidiary Guaranty
      and the Subsidiary Security Agreement. Each of the undersigned hereby
      acknowledges and consents to the First 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 Agent and the Banks are relying on
      the
      foregoing in entering into the Amendment.

     

    Dated
      as
      of August 4, 2006.

     

     

    
      	 	 	 	
              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:  	 
	 	Charles F. Gardner, Jr.
	 	Its
                President