Exhibit 4.10
F OURTH A MENDMENT TO A MENDED AND R ESTATED
S ECURITY A GREEMENT , P LEDGE AND I NDENTURE OF T RUST
Reference is hereby made to that
certain Amended and Restated Security Agreement, Pledge and
Indenture of Trust dated as of June 30, 1997 (as the same may be
amended, the “Company Security Agreement” ),
from World Acceptance Corporation (the “Company”
) to Harris Trust and Savings Bank, as Security Trustee.
Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Company Security Agreement.
Subsequent to the Company’s
delivery of the Company Security Agreement, (a) certain shares of
stock have been added as Pledged Collateral under the Company
Security Agreement and, as a result of such addition, Schedule I of
the Company Security Agreement does not accurately describe the
shares of capital stock currently held by, or to be held by, the
Security Trustee as Collateral under the Company Security Agreement
and (b) the Senior Secured Notes and the Senior Subordinated Notes
have been paid in full. The Company and the Security Trustee now
desire to amend the Company Security Agreement to reflect such
changes and to make certain other amendment to the Company Security
Agreement as provided for herein.
S ECTION 1.
A MENDMENTS
.
Subject to the satisfaction of the
conditions precedent set forth in Section 2 below, the Company
Security Agreement shall be and is hereby amended as
follows:
1.1. Schedule I of the Company
Security Agreement shall be and hereby is amended and as so amended
shall be restated in its entirety to read as Schedule I attached
hereto. As collateral security for the indebtedness, obligations,
and liabilities of the Company set forth in Section 2 of the
Company Security Agreement, the Company hereby grants and reaffirms
to the Security Trustee a continuing lien on and security interest
in, and acknowledges and agrees that the Security Trustee has and
shall continue to have a continuing lien on and security interest
in, all the shares of capital stock of each issuer listed and
described on Schedule I attached hereto and all the other
properties, rights, interests and privileges comprising the Pledged
Collateral (as such term is defined in the Company Security
Agreement after giving effect to this Amendment), to the same
extent and with the same force and effect as if the shares of stock
described on Schedule I had originally been included on Schedule I
to the Company Security Agreement. The foregoing granting clause is
in addition to and supplemental of and not in substitution for the
granting clause contained in the Company Security Agreement.
Neither the Company nor the Security Trustee intends by this
Amendment to in any way impair or otherwise affect the lien of the
Company Security Agreement on such of the Collateral which was
subject to the Company Security Agreement prior to giving effect to
this Amendment.
1.2. On or about June 30, 2004, the
Senior Subordinated Notes were paid in full and are no longer
outstanding. On or about December 31, 1999, the Senior Secured
Notes were paid in full and are no longer outstanding. Accordingly,
any and all
references in the Company Security
Agreement to the terms “Senior Note Agreements,”
“Senior Secured Notes,” “Senior Subordinated
Notes,” and “Senior Subordinated Note Agreement”
shall be deleted.
1.3. Recital C to the Company
Security Agreement shall be amended and restated in its entirety to
read as follows:
C. The Company has authorized
borrowings pursuant to the Revolving Credit Agreement, 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 notes executed in replacement thereof (the
“Revolving Credit Notes” ).
In addition, all references to the
terms “Senior Notes” and “Notes” in the
Company Security Agreement shall from and after the date hereof be
deemed a reference to the Revolving Credit Notes.
1.4. The definitions of
“Aggregate Principal Amount of the Outstanding Notes,”
“Consolidated Adjusted Net Worth,” “Make-Whole
Amount,” “Material Event of Default,”
“Maximum Principal Amount,” appearing in Section 1.1 of
the Company Security Agreement shall be deleted.
1.5. All references to the phase
“holders of a majority of the Aggregate Principal Amount of
the Outstanding Notes” or words of like import in the Company
Security Agreement shall from and after the date hereof be deemed a
reference to the Required Banks as hereinafter defined.
1.6. The definitions of
“Indebtedness for Borrowed Money,” “Secured
Indebtedness,” and “Subsidiary Guaranty
Agreements” appearing in Section 1.1 of the Company Security
Agreement shall be amended and restated in their entirety to read
as follows:
“Indebtedness for Borrowed
Money” shall have
the same meaning herein as such term is defined in the Revolving
Credit Agreement.
“Secured
Indebtedness” shall
mean the “Obligations,” as such term is defined in the
Revolving Credit Agreement, in each case whether now existing or
hereafter arising, due or to become due, direct or indirect,
absolute or contingent, and howsoever evidenced, held or
acquired.
“Subsidiary Guaranty
Agreement” shall
mean the Amended and Restated Guaranty Agreement dated as of June
30, 1997 of each Restricted Subsidiary existing on such date and
each other Restricted Subsidiary which has executed a Guaranty
Supplement
-2-
in the form of Exhibit A thereto
pursuant to the terms thereof and §3.9 (or in such
other form agreed to by the Agent), in each case, for the benefit
of the Security Trustee and the holders of the Senior Notes, as the
same may from time to time be amended, restated, modified,
supplemented or waived pursuant to the terms thereof.
1.7. Section 1.1 of the Company
Security Agreement shall be amended by adding in appropriate
alphabetical order the following definition:
“Required
Banks” shall have
the same meaning herein as such term is defined in the Revolving
Credit Agreement.
1.8. Section 9.2 of the Company
Security Agreement shall be amended and restated to read as
follows:
Section 9.2. Waivers and Consents
by Noteholders; Supplemental Security Agreements with
Noteholders’ Consent. (a) Upon the waiver or consent of the Agent
(acting at the direction or with the consent of the Required Banks
under the Revolving Credit Agreement), the Company and the Security
Trustee may ente
