Texas
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0-14939
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63-0851141
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(I.R.S. Employer Identification No.)
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 9.01.
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Financial Statements and Exhibits.
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4.1
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Loan and Security Agreement dated November 4, 2010, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of Arkansas, N.A., as Administrative Agent and Co-Lead Arranger, and Bank of America N.A., as Collateral Agent, Co-Lead Arranger and Documentation Agent (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2010).
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4.2
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Amendment No. 1 To Loan and Security Agreement dated January 12, 2011, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of Arkansas, N.A., as Administrative Agent and Co-Lead Arranger, and Bank of America N.A., as Collateral Agent, Documentation Agent and Co-Lead Arranger (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2011).
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4.3
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Amendment No. 2 To Loan and Security Agreement dated May 2, 2011, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with BOKF, NA d/b/a Bank of Arkansas, N.A., as Administrative Agent and Co-Lead Arranger, and Bank of America N.A., as Collateral Agent, Documentation Agent and Co-Lead Arranger (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2011).
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4.4
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Amendment No. 3 To Loan and Security Agreement dated October 19, 2011, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with BOKF, NA d/b/a Bank of Arkansas, N.A., as Administrative Agent and Co-Lead Arranger, and Bank of America N.A., as Collateral Agent, Documentation Agent and Co-Lead Arranger.
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4.5
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Colonial Revolver Note dated October 19, 2011 by Colonial Auto Finance, Inc. in favor of Bank of Arkansas, N.A., as Lender.
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4.6
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Colonial Revolver Note dated October 19, 2011 by Colonial Auto Finance, Inc. in favor of Bank of America, N.A., as Lender.
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4.7
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Colonial Revolver Note dated October 19, 2011 by Colonial Auto Finance, Inc. in favor of Commerce Bank, N.A., as Lender.
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4.8
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Colonial Revolver Note dated October 19, 2011 by Colonial Auto Finance, Inc. in favor of Arvest Bank, as Lender.
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America’s Car-Mart, Inc.
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Date: October 24, 2011
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\s\ Jeffrey A. Williams
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Jeffrey A. Williams
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Chief Financial Officer and Secretary
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(Principal Financial and Accounting Officer)
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4.1
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Loan and Security Agreement dated November 4, 2010, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of Arkansas, N.A., as Administrative Agent and Co-Lead Arranger, and Bank of America N.A., as Collateral Agent, Co-Lead Arranger and Documentation Agent (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2010).
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4.2
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Amendment No. 1 To Loan and Security Agreement dated January 12, 2011, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of Arkansas, N.A., as Administrative Agent and Co-Lead Arranger, and Bank of America N.A., as Collateral Agent, Documentation Agent and Co-Lead Arranger (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2011).
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4.3
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Amendment No. 2 To Loan and Security Agreement dated May 2, 2011, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with BOKF, NA d/b/a Bank of Arkansas, N.A., as Administrative Agent and Co-Lead Arranger, and Bank of America N.A., as Collateral Agent, Documentation Agent and Co-Lead Arranger (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2011).
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4.4
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Amendment No. 3 To Loan and Security Agreement dated October 19, 2011, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with BOKF, NA d/b/a Bank of Arkansas, N.A., as Administrative Agent and Co-Lead Arranger, and Bank of America N.A., as Collateral Agent, Documentation Agent and Co-Lead Arranger.
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4.5
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Colonial Revolver Note dated October 19, 2011 by Colonial Auto Finance, Inc. in favor of Bank of Arkansas, N.A., as Lender.
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4.6
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Colonial Revolver Note dated October 19, 2011 by Colonial Auto Finance, Inc. in favor of Bank of America, N.A., as Lender.
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4.7
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Colonial Revolver Note dated October 19, 2011 by Colonial Auto Finance, Inc. in favor of Commerce Bank, N.A., as Lender.
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4.8
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Colonial Revolver Note dated October 19, 2011 by Colonial Auto Finance, Inc. in favor of Arvest Bank, as Lender.
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BORROWERS/GUARANTORS:
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COLONIAL AUTO FINANCE, INC.,
an Arkansas corporation
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By:
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/s/ Jeffrey A. Williams
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Title:
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Secretary
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AMERICA’S CAR MART, INC.,
an Arkansas corporation
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By:
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/s/ Jeffrey A. Williams
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Title:
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Secretary
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TEXAS CAR-MART, INC.,
a Texas corporation
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By:
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/s/ Jeffrey A. Williams
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Title:
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Secretary
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PARENT/GUARANTOR:
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AMERICA’S CAR-MART, INC.,
a Texas corporation
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By:
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/s/ Jeffrey A. Williams
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Title:
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Secretary
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AGENT, COLLATERAL AGENT,
DOCUMENTATION AGENT AND
LENDERS:
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BOKF, NA d/b/a Bank of Arkansas,
as Agent, Co-Lead Arranger and Lender
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By:
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/s/ Jeff Dunn
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Title:
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Executive Vice President
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BANK OF AMERICA, N.A.
as Collateral Agent, Documentation Agent,
Co-Lead Arranger and Lender
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By:
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/s/ Carlos Gil
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Title:
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Vice President
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COMMERCE BANK
as Lender
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By:
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/s/ R. David Emley Jr.
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Title:
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Vice President
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ARVEST BANK,
as Lender
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By:
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/s/ Andy Marshall
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Title:
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Senior Vice President
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Lender
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Colonial Revolver
Commitment
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ACM-TCM Revolver
Commitment
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Total Revolver
Commitment
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Bank of America, N.A.
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$47,500,000
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$5,000,000
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$52,500,000
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BOKF, NA d/b/a Bank of Arkansas
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$31,666,666.667
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$3,333,333.334
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$35,000,000
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Commerce Bank
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$10,555,555.556
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$1,111,111.112
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$11,666,666.668
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Arvest Bank
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$5,277,777.779
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$555,555.556
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$5,833,333.335
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Total: $95,000,000
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Total: $10,000,000
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Total: $105,000,000
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Attest:
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COLONIAL AUTO FINANCE, INC.,
an Arkansas corporation
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/s/ Jeffrey A. Williams
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Secretary
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By:
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/s/ William H. Henderson
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Title: President
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Attest:
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COLONIAL AUTO FINANCE, INC.,
an Arkansas corporation
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/s/ Jeffrey A. Williams
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Secretary
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By:
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/s/ William H. Henderson
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Title: President
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Attest:
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COLONIAL AUTO FINANCE, INC.,
an Arkansas corporation
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/s/ Jeffrey A. Williams
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Secretary
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By:
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/s/ William H. Henderson
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Title: President
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Attest:
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COLONIAL AUTO FINANCE, INC.,
an Arkansas corporation
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/s/ Jeffrey A. Williams
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Secretary
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By:
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/s/ William H. Henderson
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Title: President
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