Prepared By R.R. Donnelley Financial -- Form 8-K

Exhibit No.		Description
EX-4.3		Third Amendment to Amended and Restated Agented Revolving Credit Agreement, dated February 24, 2006.
EX-4.4		Promissory Note dated February 24, 2006 made by Colonial Auto Finance, Inc. in favor of Enterprise Bank & Trust.

EX-4.3 2 rrd109470_12067.htm THIRD AMENDMENT TO AMENDED AND RESTATED AGENTED REVOLVING CREDIT AGREEMENT, DATED FEBRUARY 24, 2006. Second Amendment To Agented Revolving Credit Agreement THIRD AMENDMENT TO AMENDED AND RESTATED AGENTED

REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED AGENTED REVOLVING CREDIT AGREEMENT ("Amendment") is dated effective as of February 24, 2006, by and among COLONIAL AUTO FINANCE, INC., an Arkansas corporation ("Borrower"), BANK OF ARKANSAS, N.A., GREAT SOUTHERN BANK, FIRST STATE BANK, FIRST STATE BANK OF NORTHWEST ARKANSAS, SOVEREIGN BANK, and ENTERPRISE BANK & TRUST (each individually a "Bank" and collectively the "Banks"), and BANK OF ARKANSAS, N.A., as agent for the Banks hereunder (in such capacity the "Agent").

RECITALS

A. Reference is made to the Amended and Restated Agented Revolving Credit Agreement dated as of June 23, 2005, and amended September 30, 2005, and October 31, 2005 (as amended, the "Credit Agreement"), by and among Borrower, Bank (as defined in the Credit Agreement), and Agent, pursuant to which a $34,500,000 Revolving Line of Credit was established in favor of Borrower.

B. Borrower has requested that Bank increase the Revolving Credit Commitment to $40,000,000 by adding Enterprise Bank & Trust as an Additional Lender (as anticipated under Section 10.13 of the Credit Agreement); and Bank has agreed to accommodate Borrower's request, subject to the terms and conditions hereof. Terms used herein shall have the meanings given in the Credit Agreement unless otherwise defined herein.

AGREEMENT

For valuable consideration received, the parties agree to the following.

Amendments to Credit Agreement. The Credit Agreement is amended as follows.

The Credit Agreement is hereby amended to evidence that effective as of the date hereof, Enterprise Bank & Trust ("New Bank") shall be added as a Bank under the Credit Agreement. New Bank is hereby made a party to the Credit Agreement, effective as of the date hereof and upon execution of a Signature Page hereto, and thereafter shall be included as a Bank under the terms of the Credit Agreement, and shall be bound by the terms of the Credit Agreement and entitled to all benefits of the Credit Agreement as though such New Bank had signed on the date of the Credit Agreement; provided, however, that New Bank shall not receive payments of principal, interest or fees accrued or paid by Borrower under the Credit Agreement prior to the date hereof.

The Credit Agreement is hereby amended to evidence that, effective as of the date hereof, the Revolving Credit Commitment of New Bank shall be the amount opposite New Bank's name on its signature page hereto (the Revolving Credit Commitment of the other Banks shall be unchanged). The addition of New Bank's Revolving Credit Commitment will increase the total Revolving Credit Commitment under the Credit Agreement to $40,000,000, as anticipated under Section 10.13 of the Credit Agreement.

The Credit Agreement is hereby amended to reflect that the "Total Facility" (as defined) shall now be Forty Million and No/100 Dollars ($40,000,000).

Section 2.07 (Unused Portion Fee) of the Credit Agreement is hereby amended to reflect that the figure "$21,900,000" in the last line of said Section shall now mean and read "$25,392,000".

Conditions Precedent. The obligations of the Bank to perform under the Credit Agreement, as amended hereby, are subject to the satisfaction of the following.

Borrower shall execute and deliver a Promissory Note payable to Enterprise Bank & Trust, in form and content as set forth on Schedule "2.1" hereto.

Borrower shall execute and deliver any other instruments, documents and/or agreements reasonably required by Bank in connection herewith.

No Default or Event of Default exists or will result from the execution and delivery of this Amendment.

Representations and Warranties. Borrower hereby ratifies and confirms all representations and warranties set forth in the Credit Agreement, and all other Loan Documents, other than any representation or warranty that relates to a specific prior date and except to the extent that the Bank has been notified in writing by the Borrower that any representation or warranty is not correct and the Bank has explicitly waived in writing compliance with such representation or warranty.

Ratification. Borrower hereby ratifies and confirms the Credit Agreement, and all instruments, documents, and agreements executed by Borrower in connection therewith, and confirms that no Default exists thereunder.

Ratification and Amendment of Subordination Agreements. ACM and ACM-Texas each hereby (i) ratifies and confirms its respective Subordination Agreement, (ii) acknowledges and agrees that its respective Subordination Agreement is hereby amended to evidence that the definition of "Banks" therein shall mean the Banks, as defined in the first paragraph of this Amendment, as well as any other bank or lender which replaces one of the named Banks, or which is added as a Bank for any reason, (iii) acknowledges and agrees that the obligations of ACM and ACM-Texas set forth in the Subordination Agreement shall extend to all such Banks, and (iv) acknowledges and agrees that its respective Subordinate Obligations and Subordinate Liens shall be subordinate to the Superior Obligations and Superior Liens of all such Banks.

Governing Law. This Agreement and the Note shall be governed by, and construed in accordance with, the laws of the State of Arkansas.

Multiple Counterparts. This Amendment may be executed in any number of counterparts, and by different parties to this Amendment in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Costs, Expenses and Fees. Borrower agrees to pay all costs; expenses and fees incurred by Banks in connection herewith, including without limitation the reasonable attorney fees of Riggs, Abney, Neal, Turpen, Orbison and Lewis.

"BORROWER"

COLONIAL AUTO FINANCE, INC., an Arkansas corporation

By /s/T.J. Falgout, III

T. J. Falgout, III, President

"SUBORDINATING PARTIES"

AMERICA'S CAR-MART, INC., a Texas corporation, formerly known as Crown Group, Inc.

By /s/ Jeffrey A. Williams

Jeffrey A. Williams, Vice President

AMERICA'S CAR MART, INC.,

an Arkansas corporation

By /s/ Jeffrey A. Williams

Jeffrey A. Williams, Vice President

"BANKS"

Revolving Credit Commitment: BANK OF ARKANSAS, N.A.

$20,000,000

Principal Office and Lending Office:

P.O. Box 1407

Fayetteville, AR 72702-1404 By /s/ Jeffrey R. Dunn

Attention: Jeffrey R. Dunn Jeffrey R. Dunn, President & CEO

jdunn@bokf.com

[Signature Page to Third Amendment to Amended and Restated Agented Revolving

Credit Agreement dated February 24, 2006]

Revolving Credit Commitment: SOVEREIGN BANK

$3,500,000

Principal Office and Lending Office:

7301 State Highway 161, Suite 130

Irving, Texas 75039 By /s/ William B. Wilson

Attention: William B. Wilson William B. Wilson, Area President

Email: wwilson@banksov.com

[Signature Page to Third Amendment to Amended and Restated Agented Revolving

Credit Agreement dated February 24, 2006]

Revolving Credit Commitment: GREAT SOUTHERN BANK

$5,000,000

Principal Office and Lending Office:

1451 E. Battlefield

Springfield, MO 65804 By /s/ Ron Pender

Attn: Ron Pender Ron Pender, Vice President

glewis@greatsouthernbank.com

[Signature Page to Third Amendment to Amended and Restated Agented Revolving

Credit Agreement dated February 24, 2006]

Revolving Credit Commitment: FIRST STATE BANK OF NORTHWEST ARKANSAS

$1,500,000

Principal Office and Lending Office:

P.O. Box 1807

Fayetteville, Arkansas 72702 By /s/ Curtis Hutchins

Attn: Curtis Hutchins Curtis Hutchins, President/Chief Executive

E-mail: chutchins@fsbnwa.com Officer

[Signature Page to Third Amendment to Amended and Restated Agented Revolving

Credit Agreement dated February 24, 2006]

Revolving Credit Commitment: FIRST STATE BANK

$4,500,000

Principal Office and Lending Office:

620 Chestnut Street

Conway, AR 72703 By /s/ Michael Bynum

Attention: Michael Bynum Michael Bynum, Senior Vice President

mbynum@fsbmail.com

[Signature Page to Third Amendment to Amended and Restated Agented Revolving

Credit Agreement dated February 24, 2006]

Revolving Credit Commitment: ENTERPRISE BANK & TRUST

$5,500,000

Principal Office and Lending Office:

12695 Metcalf Ave.

Overland Park, KS 66213 By /s/ Craig G. Huston

Attention: Craig G. Huston Craig G. Huston, President

e-mail:

[Signature Page to Third Amendment to Amended and Restated Agented Revolving

Credit Agreement dated February 24, 2006]

"AGENT"

BANK OF ARKANSAS, N.A.

By /s/ Jeffrey R. Dunn

Jeffrey R. Dunn, President

Schedule "2.1"

(Note -- Enterprise Bank & Trust)
EX-4.4 3 rrd109470_12076.htm PROMISSORY NOTE DATED FEBRUARY 24, 2006 MADE BY COLONIAL AUTO FINANCE, INC. IN FAVOR OF ENTERPRISE BANK & TRUST.
PROMISSORY NOTE

February 24, 2006

$5,500,000 Fayetteville, Arkansas

FOR VALUE RECEIVED, the undersigned, COLONIAL AUTO FINANCE, INC., an Arkansas corporation ("Maker"), promises to pay to the order of ENTERPRISE BANK & TRUST (the "Lender") to BANK OF ARKANSAS, N.A., as Agent, at the Agent's Office located at P.O. Box 1407, Fayetteville, Arkansas 72702 for the account of the applicable Lending Office of the Lender, in lawful money of the United States and in immediately available funds, the principal sum of FIVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($5,500,000.00) or, if less, the aggregate sum of advances made by Lender to Maker under the Amended and Restated Agented Revolving Credit Agreement between Maker and Lender dated June 23, 2005 (as amended, the "Credit Agreement"), payable as follows:

a. Principal. Principal shall be payable on April 30, 2009.

b. Interest. Interest shall be payable on the first day of each month, commencing the 1st day of April, 2006, and at maturity. Interest shall accrue on the principal balance outstanding hereunder and on any past due interest hereunder at a rate at all times equal to the Adjusted Prime Rate or the Adjusted LIBOR Rate (as defined in the Credit Agreement), as elected by Maker in accordance with the terms of the Credit Agreement.

If any payment shall be due on a Saturday or Sunday or upon any other day on which state or national banks in the State of Arkansas are closed for business by virtue of a legal holiday for such banks, such payment shall be due and payable on the next succeeding banking day and interest shall accrue to such day. All interest due hereon shall be computed on the actual number of days elapsed (365 or 366) based upon a three hundred sixty (360) day year.

All payments under this Note shall be made in legal tender of the United States of America or in other immediately available funds at Lender's office described above, and no credit shall be given for any payment received by check, draft or other instrument or item until such time as the holder hereof shall have received credit therefor from the holder's collecting agent or, in the event no collecting agent is used, from the bank or other financial institution upon which said check, draft or other instrument or item is drawn.

From time to time the maturity date of this Note may be extended or this Note may be renewed, in whole or in part, or a new note of different form may be substituted for this Note and/or the rate of interest may be changed, or changes may be made in consideration of loan extensions, and the holder, from time to time, may waive or surrender, either in whole or in part, any rights, guarantees, security interests or liens given for the benefit of the holder in connection herewith; but no such occurrences shall in any manner affect, limit, modify or otherwise impair any rights, guarantees or security of the holder not specifically waived, released or surrendered in writing, nor shall any maker, guarantor, endorser or any person who is or might be liable hereon, either primarily or contingently, be released from such liability by reason of the occurrence of any such event. The holder hereof, from time to time, shall have the unlimited right to release any person who might be liable hereon; and such release shall not affect or discharge the liability of any other person who is or might be liable hereon.

If any payment required by this Note to be made is not made within five (5) business days when due, or if any other Event of Default occurs under the Credit Agreement, the Agent may, at its option, pursuant to the Credit Agreement, declare this Note in default and all indebtedness due and owing hereunder immediately due and payable. Interest from the date of the Event of Default on such principal balance and on any past due interest hereunder shall accrue at the rate of two percent (2%) per annum above the nondefault interest rate accruing hereunder. The Maker and any endorsers, guarantors and sureties hereby severally waive protest, presentment, demand, and notice of protest and nonpayment in case this Note or any payment due hereunder is not paid when due; and they agree to any renewal, extension, acceleration, postponement of the time of payment, substitution, exchange or release of collateral and to the release of any party or person primarily or contingently liable without prejudic e to the holder and without notice to the Maker or any endorser, guarantor or surety. Maker and any guarantor, endorser, surety or any other person who is or may become liable hereon will, on demand, pay all costs of collection, including reasonable attorney fees of the holder hereof in attempting to enforce payment of this Note and reasonable attorney fees for defending the validity of any document securing this Note as a valid first and prior lien.

Upon the occurrence of any default hereunder, Lender shall have the right, immediately and without further action by it, to set off against this Note all money owed by Lender in any capacity to the Maker or any guarantor, endorser or other person who is or might be liable for payment hereof, whether or not due, and also to set off against all other liabilities of Maker to Lender all money owed by Lender in any capacity to Maker; and Lender shall be deemed to have exercised such right of setoff and to have made a charge against such money immediately upon the occurrence of such default even though such charge is made or entered into the books of Lender subsequently thereto.

The holder of this Note may collect a late charge not to exceed an amount equal to five percent (5%) of the amount of any payment (not to exceed $100.00) which is not paid within ten (10) days from the due date thereof, for the purposes of covering the extra expenses involved in handling delinquent payments. This late charge provision shall not be applicable in the event the holder hereof, at its option, elects to receive interest at the increased rate as provided hereunder in the event of default.

Lender and Maker intend that the extension of credit evidenced hereby shall conform strictly to the usury laws applicable to this transaction. Notwithstanding any provision of this Note, or any other Loan Document, if at any time this transaction is construed or administered so as to be usurious under applicable law except for the applicability of this paragraph, Lender and Maker agree that the total of all consideration which constitutes interest under applicable law that is contracted for, charged, or received under this Note, or any of the Loan Documents shall under no circumstances exceed the amount permissible under such applicable usury laws, and any excess interest shall be cancelled without further action by Maker or Lender or, if theretofore paid by Maker, at the option of the holders of the Note, such excess shall be credited on the unpaid portion of the Note or refunded to Maker. Determination of the rate of interest for the purpose of determining whether this extension of credit is usurious under applicable law shall be made by amortizing, prorating, allocating, and spreading, in equal parts during the full stated term of the Note, all interest at any time contracted for, charged, or received from Maker prior to its stated maturity, whether as a result of voluntary prepayment, acceleration of maturity, or otherwise, and if the interest paid for the actual period of the existence of the extension of credit evidenced therein exceeds the maximum amount permissible pursuant to applicable law, the Lender shall refund the amount of such excess to Maker.

This Note is given for an actual loan of money for business purposes and not for personal, agricultural or residential purposes, and is executed and delivered in the State of Arkansas and shall be governed by and construed in accordance with the laws of the State of Arkansas.

COLONIAL AUTO FINANCE, INC.

By /s/ Tilman J. Falgout, III

T. J. Falgout, III, President

-----END PRIVACY-ENHANCED MESSAGE-----

Texas		63-0851141
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

		America's Car-Mart, Inc.


Date: February 27, 2006	By:	/s/ Jeffrey A. Williams
		Jeffrey A. Williams
		Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)