Fourth Amendment to Amended
and Restated Revolving Credit Agreement
This Fourth Amendment to Amended and Restated
Revolving Credit Agreement (herein, the
“Amendment” ) is entered into as of
August 4, 2008, by and among World Acceptance Corporation, a
South Carolina corporation (the “Borrower” ),
the Banks party hereto, Bank of Montreal, as Agent for the Banks
(the “Agent” ).
Preliminary
Statements
A.The Borrower, the Banks, JPMorgan Chase Bank
as Co-Agent, and the Agent are parties to a certain Amended and
Restated Revolving Credit Agreement, dated as of July 20,
2005, as amended (the “Credit Agreement” ).
All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit
Agreement.
B.The Borrower has requested that the Banks
extend the Termination Date, amend certain provisions relating to
investments in non-Restricted Subsidiaries, and make certain other
amendments to the Credit Agreement, and the Banks are willing to do
so under the terms and conditions set forth in this
Amendment.
Now, Therefore, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Subject to the satisfaction of the conditions
precedent set forth in Section 2 below, the Credit Agreement
shall be and hereby is amended as follows:
1.1.Subsection (d) of the second paragraph
of Section 3.5 of the Credit Agreement (Place and Application
of Payments) shall be amended and restated to read as
follows:
(d)
fourth, to the Agent and the Banks
(and, in the case of Hedging Liability, their Affiliates) ratably
in accord with the amounts of any other indebtedness, obligations
or liabilities of the Borrower owing to each of them and secured by
the Collateral Documents (including, without limitation, Hedging
Liability) unless and until all such indebtedness, obligations and
liabilities have been fully paid and satisfied;
1.2.The first sentence of Section 4.1 of
the Credit Agreement (The Collateral) shall be amended and restated
to read as follows:
The Obligations
shall be secured by valid and perfected first priority Liens
pursuant to the Company Security Agreement and the Subsidiary
Security Agreement in favor of the Security Trustee for the benefit
of the Banks on all of the Borrower’s and each of its
Restricted Subsidiaries’ (other than the Insurance
Subsidiary’s) now existing and hereafter arising or acquired
accounts, general intangibles, instruments, documents, chattel
paper, investment property, inventory, equipment, deposit accounts,
and other goods together with all records and proceeds relating
thereto as well as on all capital stock or other equity interests
of each Subsidiary and all proceeds thereof; provided,
however , that the lien on the Voting Stock of the Insurance
Subsidiary and any other Foreign Subsidiary shall be limited to 66%
of the total outstanding Voting Stock of the Insurance Subsidiary
and any other Foreign Subsidiary.
1.3.Section 4.2 of the Credit Agreement
(Subsidiary Guaranties) shall be amended and restated to read as
follows:
Section 4.2. Subsidiary Guaranties. Payment of the Obligations shall at all times be
guarantied by each of the Restricted Subsidiaries (other than the
Insurance Subsidiary) pursuant to the Subsidiary Guaranty
Agreement.
1.4.Section 5.1 of the Credit Agreement
(Definitions) shall be amended by (a) adding in appropriate
alphabetical order a definition of “Hedging
Liability” and (b) amending and restating the
definitions of “Collateral Documents,”
“Obligations,” and “Termination
Date” which shall instead read as follows:
“Collateral Documents”
means the Company Security
Agreement, the Subsidiary Security Agreement, and all other
security agreements, financing statements and other documents as
shall from time to time secure or relate to the Obligations or any
part thereof.
“Hedging Liability”
means the liability of the Borrower
or any Restricted Subsidiaries party to the Subsidiary Guaranty
Agreement to any of the Banks, or any Affiliates of such Banks, in
respect of any interest rate, foreign currency, and/or commodity
swap, exchange, cap, collar, floor, forward, future or option
agreement, or any other similar interest rate, currency or
commodity hedging arrangement, as the Borrower or such Restricted
Subsidiary, as the case may be, may from time to time enter into
with any one or more of the Banks party to this Agreement or their
Affiliates.
“Obligations”
means all unpaid principal of and
accrued and unpaid interest on the Notes, all Hedging Liability,
all accrued and unpaid fees and all other obligations of the
Borrower or any Restricted Subsidiary to the Banks or any Bank or
the Agent or the Security Trustee arising under the Loan Documents,
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.
“Termination Date”
means September 30, 2010, or
such later date to which the Commitments are extended pursuant to
Section 3.4 hereof, or such earlier date on which the
Commitments are terminated in whole pursuant to Sections 2.9,
9.3 or 9.4 hereof.
1.5.Section 8.9(e) of the Credit Agreement
(Permitted Indebtedness) shall be amended and restated in its
entirety to read as follows:
(e)
other unsecured Indebtedness for
Borrowed Money to any Person (other than to the Borrower or another
Restricted Subsidiary) in an aggregate amount for the Borrower and
all Restricted Subsidiaries not exceeding $5,000,000 at any time
outstanding.
1.6.Section 8.18(g) of the Credit Agreement
(Investments) shall be amended and restated in its entirety and a
new subsection (h) shall be added immediately thereafter, to
read as follows:
(g)
Investments by the Borrower in WAC
de México, S.A. de C.V., SOFOM, ENR and Servicios
World Acceptance Corporation de México, S. de R.L.
de C.V. (collectively, the “Mexican
Subsidiaries” ) in an aggregate amount not to exceed
$35,000,000 at any one time outstanding; and
(h)
other Investments (in addition to
those permitted in clauses (a) through (g) above), including for
purposes hereof Investments in all Unrestricted Subsidiaries other
than the Mexican Subsidiaries set forth in subsection (g)
above, provided that (i) the aggregate amount of
Investments in all Unrestricted Subsidiaries organized outside of
the United States of America (other than the Mexican Subsidiaries
set forth in subsection (g) above) shall not at any time
exceed 3% of Consolidated Adjusted Net Worth and (ii) the
aggregate amount of all such other Investments (including
Investments in Unrestricted Subsidiaries other than the Mexican
Subsidiaries set forth in subsection (g) above) shall not at
any time exceed 10% of Consolidated Adjusted Net Worth.
1.7.Section 11 of the Credit Agreement (The
Agent) shall be amended by (a) amending and restating
Section&nb
