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.