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.
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 res
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