are intended solely for convenience of reference and
shall not constitute a part of this Agreement nor shall they affect its meaning,
construction or effect.
[SIGNATURE PAGE FOLLOWS]
31
IN WITNESS WHEREOF, each Company and the Collateral Agent have caused this
Subordinated Security Agreement, Pledge and Indenture of Trust to be duly
executed as of the date and year first above written.
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
WORLD FINANCE CORPORATION OF COLORADO
WORLD FINANCE CORPORATION OF WISCONSIN
WFC SERVICES, INC.
WORLD FINANCE CORPORATION OF TEXAS
By:
Name:
A. Alexander McLean III
Its:
Chief Executive Officer
WFC LIMITED PARTNERSHIP
By:
WFC of South Carolina, Inc., as sole general partner
By:
Name:
A. Alexander McLean III
Its:
Chief Executive Officer
32
WELLS FARGO PREFERRED CAPITAL, INC.,
as Collateral Agent
By:
Name:
Title:
William M. Laird, Senior Vice President
33
SCHEDULE I
PLEDGED SECURITIES
[TO BE UPDATED BY WORLD]
SCHEDULE II
PARTNERSHIP INTERESTS
[TO BE UPDATED BY WORLD]
SCHEDULE III
LOCATION OF OFFICES
[TO BE UPDATED BY WORLD]
SCHEDULE IV
LIST OF NAMES UNDER WHICH EACH COMPANY DOES BUSINESS
[TO BE UPDATED BY WORLD]
SCHEDULE V
CONCENTRATION ACCOUNTS
ACCOUNT NUMBER
DEPOSITORY INSTITUTION
71005681
Carolina First Bank
EXHIBIT A
SECURITY AGREEMENT SUPPLEMENT
THIS SUBORDINATED SECURITY AGREEMENT SUPPLEMENT (this "Supplement"), dated
__________, 20__, between _______________________ (the "Company"), and Wells
Fargo Preferred Capital, Inc., as Collateral Agent (the "Collateral Agent")
under the Subordinated Security Agreement, Pledge and Indenture of Trust dated
as of September 17, 2010 among 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, World Finance
Corporation of New Mexico, a New Mexico corporation, World Finance Corporation
of Kentucky, a Kentucky corporation, World Finance Corporation of Colorado, a
Colorado corporation, World Finance Corporation of Wisconsin, a Wisconsin
corporation, WFC Services, Inc., a South Carolina corporation, each other
Restricted Subsidiary which has previously executed a Subordinated Security
Agreement Supplement, and the Collateral Agent (as amended, restated, modified
or supplemented from time to time, the "Security Agreement").
All capitalized
terms used herein and not otherwise defined herein shall have the meanings forth
in the Security Agreement.
WITNESSETH:
WHEREAS, pursuant to Section 3.9 of the World Security Agreement, the Security
Agreement provides for the