Exhibit 4.9
T HIRD 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 “Subsidiary Security 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 “Companies” and individually a
“Company” ) to Harris Trust and Savings Bank, as
Security Trustee. Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Subsidiary Security
Agreement.
Subsequent to the Companies’
delivery of the Subsidiary Security Agreement, the Senior Secured
Notes and the Senior Subordinated Notes have been paid in full. The
Companies and the Security Trustee now desire to amend the
Subsidiary Security Agreement to reflect such changes and to make
certain other amendment to the Subsidiary 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 Subsidiary
Security Agreement shall be and is hereby amended as
follows:
1.1. 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 Subsidiary Security Agreement to the
terms “Senior Note Agreements,” “Senior Secured
Notes,” “Senior Subordinated Notes,” and
“Senior Subordinated Note Agreement” shall be
deleted.
1.2. Recital I to the Subsidiary
Security Agreement shall be amended and restated in its entirety to
read as follows:
World has also entered into the
Amended and Restated Revolving Credit Agreement dated as of June
30, 1997 (the “Revolving Credit Agreement” ),
which Revolving Credit Agreement amends and restates the Original
Revolving Credit Agreement and the Original Revolving Credit Notes
and 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 notes
executed in replacement thereof (the “Revolving Credit
Notes” ).
In addition, all references to the
terms “Senior Notes” and “Notes” in the
Subsidiary Security Agreement shall from and after the date hereof
be deemed a reference to the Revolving Credit Notes.
1.3. 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 Subsidiary Security Agreement shall be deleted.
1.4. 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
Subsidiary Security Agreement shall from and after the date hereof
be deemed a reference to the Required Banks as hereinafter
defined.
1.5. The definitions of
“Company,” “Indebtedness for Borrowed
Money,” “Secured Indebtedness,” and
“Subsidiary Guaranty Agreements” appearing in Section
1.1 of the Subsidiary Security Agreement shall be amended and
restated in their entirety to read as follows:
“Company”
shall mean each of 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, WFC
Services, Inc., a Tennessee corporation, and World Finance
Corporation of Colorado, a Colorado corporation, any entity that
executes and delivers a Security Agreement Supplement in the form
attached hereto as Exhibit A (or in such other form approved by the
Security Trustee and the Agent), and any Person which succeeds to
all, or substantially all of the assets and business of any such
entity.
“Indebtedness for Borrowed
Money” shall have
the same meaning herein as such term is defined in the Revolving
Credit Agreement.
-2-
“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 in the form of Exhibit A thereto pursuant to the terms
thereof and Section 3.9 of the World Security Agreement (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.
1.6. Section 1.1 of the Subsidiary
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
Cred
