Exhibit 4.9
F IFTH 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 N.A., as successor by merger 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, 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. In
addition, the Company and the holders of the Senior Notes have
concurrently herewith entered into an Amended and Restated
Revolving Credit Agreement, which continues to be secured by, among
other things, the Collateral. 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.
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S
ECTION 1.
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A
MENDMENTS .
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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. All references to the term
“Revolving Credit Agreement” in the Company
Security Agreement shall from and after the date hereof be deemed a
reference to the Amended and Restated Revolving Credit Agreement
dated as of July 20, 2005, by and among the Company,
the financial institutions from time to time
party thereto, as Banks, and Harris N.A., as Agent, as the same may
from time to time hereafter be further amended or modified,
including further amendments and restatements of the same in its
entirety; and all references to the terms “Senior
Notes” and “Notes”
