First Amendment to Amended and Restated Guaranty Agreement
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.
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Section
1.
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Amendments.
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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.Section 1
of the Subsidiary Guaranty Agreement shall be amended and restated to read
as
follows:
The
Guarantors hereby jointly and severally unconditionally guarantee to the
Security Trustee for the benefit of each and every holder of a Note from time
to
time outstanding under the Revolving Credit Agreement (collectively “Holders”
and
individually “Holder”)
together with their Affiliates with respect to any Hedging Liability (1) the
due
and punctual payment at maturity, whether at stated maturity, by acceleration,
by notice of prepayment or otherwise, of the principal of and premium, if any,
and interest on the Notes and of all Hedging Liability (as such term is defined
in the Revolving Credit Agreement) in accordance with the terms and conditions
of such Notes, the Revolving Credit Agreement, each Security Agreement, and
any
agreement entered into in connection with any Hedging Liability, (2) the
prompt performance and compliance by the Company with each of its other
obligations under the Revolving Credit Agreement and the Company Security
Agreement and by the Company or any Guarantor of any agreement entered into
in
connection with any Hedging Liability and, (3) the prompt performance and
compliance by each other Guarantor of each of its obligations under the
Subsidiary Security Agreement, (4) the due and punctual payment of any
other amounts due under the Revolving Credit Agreement and each Security
Agreement and any agreement entered into in connection with any Hedging
Liability. Such guaranty is an absolute, unconditional, present and continuing
guaranty of payment and not of collectibility and is in no way conditioned
or
contingent upon any attempt to collect from the Company or from any other
Guarantor or upon any other condition or contingency. If the Company shall
fail
to pay punctually any amount guaranteed hereby, when and as the same shall
become due and payable, the Guarantors will upon demand immediately pay the
same
to the holders of the Notes and the Hedging Liability to whom such payment
is
payable.
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Section
2.
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Representations,
Warranties, and Covenants.
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Each
Guarantor hereby repeats and reaffirms all of its covenants, agreements,
representations and warranties contained in the Subsidiary Guaranty Agreement,
each and all of which shall be applicable to all of the guaranteed indebtedness
after giving effect to this Amendment.
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Section
3.
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Miscellaneous.
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▇.▇.▇▇
reference to this Amendment need be made in any note, instrument or other
document at any time referring to the Subsidiary Guaranty Agreement, any
reference in any of such to the Subsidiary Guaranty Agreement to be deemed
to
reference to the Subsidiary Guaranty Agreement as amended hereby.
3.2.Except
as
specifically amended hereby, all the terms and conditions of the Subsidiary
Guaranty Agreement shall stand and remain unchanged and in full force and
effect.
3.3.This
Amendment may be executed in any number of counterparts, and by the different
parties on different counterpart pages, all of which taken together shall
constitute one and the same agreement. Any of the parties hereto may execute
this Amendment by signing any such counterpart and each of such counterparts
shall for all purposes be deemed to be an original. This Amendment shall be
governed by the laws of the State of South Carolina.
[Signature
Pages to Follow]
This
First
Amendment to Amended and Restated Guaranty Agreement is dated as of
August 4, 2008.
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World
Acceptance Corporation of Alabama
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World
Acceptance Corporation of Missouri
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World
Finance Corporation of Georgia
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World
Finance Corporation of Louisiana
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World
Acceptance Corporation of Oklahoma, Inc.
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World
Finance Corporation of South Carolina
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World
Finance Corporation of Tennessee
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WFC
of South Carolina, Inc.
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World
Finance Corporation of Illinois
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World
Finance Corporation of New Mexico
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World
Finance Corporation of Kentucky
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WFC
Services, Inc.
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World
Finance Corporation of Colorado
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By
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/s/
A. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ III
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A.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ III
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Its
Executive Vice President
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WFC
Limited Partnership
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By
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WFC
of South Carolina, Inc., as sole general partner
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By:
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/s/
A. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ III
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A.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ III
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Its
Executive Vice President
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By
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/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇
▇. ▇▇▇▇▇▇
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Its
President
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▇▇▇▇▇▇
▇.▇., as Security Trustee
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By
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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Title
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Director |