8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2006

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)

Texas	0-14939	63-0851141
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

802 SE Plaza Ave. Suite 200, Bentonville, Arkansas 72712

(Address of principal executive offices, including zip code)

(479) 464-9944

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On April 28, 2006, Colonial Auto Finance, Inc. (“Colonial”), a subsidiary of America’s Car-Mart, Inc., a Texas corporation (the “Company”), entered into the Fourth Amendment to Amended and Restated Agented Revolving Credit Agreement (the “Amended ARCA”) with a group of lenders, including Bank of Arkansas, N.A., Great Southern Bank, First State Bank of Northwest Arkansas, Enterprise Bank and Trust, Sovereign Bank, Commerce Bank, N.A. and First State Bank. Bank of Arkansas, N.A. serves as the agent for the lenders. The Amended ARCA added Commerce Bank as an additional lender, increased the commitments from Enterprise Bank and First State Bank, and decreased the commitment from Bank of Arkansas, N.A. The Amended ARCA continues to permit total borrowings of up to $40 million, based upon the level of eligible finance receivables, generally accrues interest at the prime rate of interest less .25% and is principally collateralized by finance receivables.

Also on April 28, 2006, America's Car-Mart, Inc., an Arkansas corporation (“ACM”), a subsidiary of the Company, and Texas Car-Mart, Inc. (“TCM”), a subsidiary of ACM, entered into the Third Amendment to Revolving Credit Agreement (“Amended RCA”) with Bank of Arkansas, N.A. The Amended RCA establishes a new $10 million term loan (“ACM Term Loan”) with principle and interest payable in 120 consecutive and substantially equal installments beginning June 1, 2006. The interest rate on the ACM Term Loan is fixed at 7.33%.

The combined total for the Company’s revolving lines of credit and term loan is now $60 million.

The descriptions above are summaries and are qualified in their entirety by the Agreements, which are filed as exhibits to this report and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure

On May 2, 2006, America’s Car-Mart, Inc. issued a press release announcing an increase in its total credit facility to $60 million pursuant to the Fourth Amendment to Amended and Restated Agented Revolving Credit Agreement among Colonial Auto Finance, Inc. and a group of lenders and pursuant to the Third Amendment to Revolving Credit Agreement among America’s Car-Mart, Inc, an Arkansas corporation, Texas Car-Mart, Inc. and Bank of Arkansas, N.A. A copy of the press release in furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 4.5 Fourth Amendment to Amended and Restated Agented Revolving Credit Agreement, dated April 28, 2006, among Colonial Auto Finance, Inc., as borrower, Bank of Arkansas, N.A., Great Southern Bank, First State Bank of Northwest Arkansas, Enterprise Bank and Trust, Sovereign Bank, Commerce Bank, N.A. and First State Bank.

Exhibit 4.6 Promissory Note dated April 28, 2006 among Colonial Auto Finance, Inc. and Bank of Arkansas, N.A., as lender.

Exhibit 4.7 Promissory Note dated April 28, 2006 among Colonial Auto Finance, Inc. and Enterprise Bank and Trust, as lender.

Exhibit 4.8 Promissory Note dated April 28, 2006 among Colonial Auto Finance, Inc. and First State Bank, as lender.

Exhibit 4.9 Promissory Note dated April 28, 2006 among Colonial Auto Finance, Inc. and Commerce Bank, N.A., as lender.

Exhibit 4.10 Third Amendment to Revolving Credit Agreement, dated April 28, 2006, among America’s Car-Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., as borrowers, and Bank of Arkansas, N.A., as lender.

Exhibit 4.11 Promissory Note dated April 28, 2006 among America’s Car-Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., as borrowers, and Bank of Arkansas, N.A., as lender.

Exhibit 99.1 Copy of Press Release dated May 2, 2006, issued by America’s Car-Mart, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	America’s Car-Mart, Inc.
Date: May 2, 2006	/s/ Jeffrey A. Williams
	Jeffrey A. Williams
	Chief Financial Officer and Secretary
	(Principal Financial and Accounting Officer)

Exhibit Index

Exhibit 4.5 Fourth Amendment to Amended and Restated Agented Revolving Credit Agreement, dated April 28, 2006, among Colonial Auto Finance, Inc., as borrower, Bank of Arkansas, N.A., Great Southern Bank, First State Bank of Northwest Arkansas, Enterprise Bank and Trust, Sovereign Bank, Commerce Bank, N.A. and First State Bank.

Exhibit 4.6 Promissory Note dated April 28, 2006 among Colonial Auto Finance, Inc. and Bank of Arkansas, N.A., as lender.

Exhibit 4.7 Promissory Note dated April 28, 2006 among Colonial Auto Finance, Inc. and Enterprise Bank and Trust, as lender.

Exhibit 4.8 Promissory Note dated April 28, 2006 among Colonial Auto Finance, Inc. and First State Bank, as lender.

Exhibit 4.9 Promissory Note dated April 28, 2006 among Colonial Auto Finance, Inc. and Commerce Bank, N.A., as lender.

Exhibit 4.10 Third Amendment to Revolving Credit Agreement, dated April 28, 2006, among America’s Car-Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., as borrowers, and Bank of Arkansas, N.A., as lender.

Exhibit 4.11 Promissory Note dated April 28, 2006 among America’s Car-Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., as borrowers, and Bank of Arkansas, N.A., as lender.

Exhibit 99.1 Copy of Press Release dated May 2, 2006, issued by America’s Car-Mart, Inc.

EX-4.5

Exhibit 4.5

FOURTH AMENDMENT TO AMENDED AND RESTATED AGENTED

REVOLVING CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED AGENTED REVOLVING CREDIT AGREEMENT ("Amendment") is dated effective as of April 28, 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, and COMMERCE BANK, N.A. (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, October 31, 2005, and February 24, 2006 (as amended, the "Colonial Credit Agreement"), by and among Borrower, the Banks party thereto, and Agent, pursuant to which a $40,000,000 Revolving Line of Credit exists in favor of Borrower.

B. Borrower and Banks have agreed that certain modifications shall be made to the Colonial Credit Agreement. Terms used herein shall have the meanings given in the Colonial Credit Agreement unless otherwise defined herein.

AGREEMENT

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

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

1.1. In Section 1.01 (Defined Terms), the definition of “Borrowing Base” is hereby amended to evidence that the amount “$10,000,000” shall now mean and read “$20,000,000”.

1.2. The following new defined term is hereby added to Section 1.01 (Defined Terms):

“’ACM Credit Agreement’ means the Revolving Credit Agreement among Bank of Oklahoma, N.A., ACM and TCM dated June 23, 2005, and subsequently amended from time to time.

1.3.Section 2.16 (Termination Fee) of the Colonial Credit Agreement is hereby amended to evidence that the phrase “six (6) months” shall now mean and read “nine (9) months”.

2. Allocation of Proceeds of Collateral. The undersigned hereby acknowledge and agree that in the event of a Default or Event of Default under the Colonial Credit Agreement and/or under the ACM Credit Agreement, all proceeds of collateral received through a liquidation of collateral or otherwise following such Default or Event of Default, will be allocated to the Banks (as defined in the Colonial Credit Agreement and the ACM Credit Agreement) on a Pro Rata Basis. For purposes of this Section 2, the term “Pro Rata Basis” shall mean the proportion which each Bank’s Aggregate Commitment bears to the total amount of all Banks’ Aggregate Commitments at the time of determination thereof. “Aggregate Commitment” shall mean the total commitment of a Bank under the Colonial Credit Agreement and/or the ACM Credit Agreement.

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

3.1. Borrower shall execute and deliver this Amendment.

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

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

4. Representations and Warranties. Borrower hereby ratifies and confirms all representations and warranties set forth in the Colonial 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.

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

6. Ratification and Amendment of Subordination Agreements. ACM and ACM-Texas each hereby ratifies and confirms its respective Subordination Agreement, and confirms that it remains in full force and effect.

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

8. 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.

9. 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

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“SUBORDINATING PARTIES”

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

By /s/ Jeff Williams

    Jeff Williams, Vice President

AMERICA’S CAR MART, INC.,

an Arkansas corporation

By /s/ Jeff Williams

    Jeff Williams, Vice President

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	“BANKS”
Revolving Credit Commitment:	BANK OF ARKANSAS, N.A.
$10,000,000
Principal Office and Lending Office:	By /s/ Jeffrey R. Dunn
P.O. Box 1407	Jeffrey R. Dunn, President & CEO
Fayetteville, AR 72702-1404
Attention: Jeffrey R. Dunn
jdunn@bokf.com

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

Colonial Credit Agreement dated April 28, 2006]

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Revolving Credit Commitment:	SOVEREIGN BANK
$3,500,000
Principal Office and Lending Office:
7301 State Highway 161, Suite 130
Irving, Texas 75039	By /s/ Bill Defee
Attention: Bill Defee	Bill Defee, Area President
Email: bdefee@banksov.com

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

Colonial Credit Agreement dated April 28, 2006]

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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 Fourth Amendment to Amended and Restated Agented Revolving

Colonial Credit Agreement dated April 28, 2006]

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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 Fourth Amendment to Amended and Restated Agented Revolving

Colonial Credit Agreement dated April 28, 2006]

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Revolving Credit Commitment:	FIRST STATE BANK
$6,000,000
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 Fourth Amendment to Amended and Restated Agented Revolving

Colonial Credit Agreement dated April 28, 2006]

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Revolving Credit Commitment:	ENTERPRISE BANK & TRUST
$6,000,000
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 Fourth Amendment to Amended and Restated Agented Revolving

Colonial Credit Agreement dated April 28, 2006]

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Revolving Credit Commitment:	COMMERCE BANK, N.A.
$8,000,000
Principal Office and Lending Office:
1000 Walnut St., BB17-1
Kansas City, MO 64106
Attention: David Emley	By /s/ R. David Emley, Jr.
mail: david.emley@commercebank.com	R. David Emley, Jr., Vice President
	Regional Banking

By execution of this Amendment, Commerce Bank, N.A. assumes all obligations as a Bank under the Colonial Credit Agreement to the extent of pro-rata share.

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

Colonial Credit Agreement dated April 28, 2006]

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“AGENT”

BANK OF ARKANSAS, N.A.

By /s/ Jeffrey R. Dunn

       Jeffrey R. Dunn, President & CEO

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

Colonial Credit Agreement dated April 28, 2006]

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JOINDER OF BANK OF OKLAHOMA, N.A.

Although not a party to this Amendment, the undersigned executes this Amendment to acknowledge its understanding of and agreement to comply with the terms and conditions of Section 2 hereof related to Allocation of Proceeds of Collateral.

BANK OF OKLAHOMA, N.A.

By /s/ Jeffrey R. Dunn

       Jeffrey R. Dunn, Vice President

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

Colonial Credit Agreement dated April 28, 2006]

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EX-4.6

Exhibit 4.6

PROMISSORY NOTE

	April 28, 2006
$10,000,000	Fayetteville, Arkansas

FOR VALUE RECEIVED, the undersigned, COLONIAL AUTO FINANCE, INC., an Arkansas corporation (“Maker”), promises to pay to the order of BANK OF ARKANSAS, N.A.,(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 TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) 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 May, 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.

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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 prejudice 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.

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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.

This Promissory Note constitutes a modification of and replacement for the $20,000,000 Promissory Note dated February 24, 2006, payable by Maker to Lender.

COLONIAL AUTO FINANCE, INC.

By /s/ T.J. Falgout, III

      T. J. Falgout, III, President

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EX-4.7

Exhibit 4.7

PROMISSORY NOTE

	April 28, 2006
$6,000,000	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 SIX MILLION AND NO/100 DOLLARS ($6,000,000.00) 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 May, 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 prejudice 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.

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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.

This Note constitutes a modification of and replacement for the $5,500,000 Promissory Note dated February 24, 2006, payable by Maker to Lender.

COLONIAL AUTO FINANCE, INC.

By /s/ T. J. Falgout, III

     T. J. Falgout, III, President

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EX-4.8

Exhibit 4.8

PROMISSORY NOTE

	April 28, 2006
$6,000,000	Fayetteville, Arkansas

FOR VALUE RECEIVED, the undersigned, COLONIAL AUTO FINANCE, INC., an Arkansas corporation (“Maker”), promises to pay to the order of FIRST STATE BANK (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 SIX MILLION AND NO/100 DOLLARS ($6,000,000.00) 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 May, 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 prejudice 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.

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.

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.

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This Promissory Note constitutes a modification of and replacement for the $4,500,000 Promissory Note dated February 24, 2006, payable by Maker to Lender.

COLONIAL AUTO FINANCE, INC.

By /s/ T. J. Falgout III

     T. J. Falgout, III, President

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EX-4.9

Exhibit 4.9

PROMISSORY NOTE

	April 28, 2006
$8,000,000	Fayetteville, Arkansas

FOR VALUE RECEIVED, the undersigned, COLONIAL AUTO FINANCE, INC., an Arkansas corporation (“Maker”), promises to pay to the order of COMMERCE BANK, N.A.,(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 EIGHT MILLION AND NO/100 DOLLARS ($8,000,000.00) 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 May, 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.

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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 prejudice 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.

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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/ T. J. Falgout

      T. J. Falgout, III, President

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EX-4.10

Exhibit 4.10

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT ("Amendment") is dated effective as of April 28, 2006, by and among AMERICA’S CAR MART, INC., an Arkansas corporation and TEXAS CAR-MART, INC., a Texas corporation (separately and collectively, “Borrower”) and BANK OF OKLAHOMA, N.A. (“Bank”).

RECITALS

A. Reference is made to the Revolving Credit Agreement dated as of June 23, 2005, and amended by the First Amendment to Revolving Credit Agreement, dated effective as of June 23, 2005, and executed August 19, 2005, and the Second Amendment to Revolving Credit Agreement, dated effective as of September 30, 2005 (as amended, the "ACM Credit Agreement"), by and among Borrowers and Bank, pursuant to which the Bank established a $10,000,000 Revolving Line of Credit in favor of Borrower for the purpose of refinancing existing indebtedness and for working capital needs and general business purposes.

B. Borrower has requested that Bank establish a $10,000,000 term loan in favor of Borrower; 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 ACM Credit Agreement unless otherwise defined herein.

AGREEMENT

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

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

1.1. In Section 1.01 (Defined Terms), the definitions of “Borrowing Base” and “Borrowing Base Certificate” are hereby deleted in their entirety.

1.2. In Section 1.01 (Defined Terms), the definition of “Collateral” is hereby deleted and replaced with the following:

“’Collateral’ means all property which is subject or is to be subject to the Liens granted by the Security Agreement-Borrower, the Security Agreement-Colonial, and the Mortgages.”

1.3. In Section 1.01 (Defined Terms), the definition of “Commitment” is hereby deleted and replaced with the following:

“’Commitment’ means the Bank’s obligation to make Revolving Credit Loans to the Borrower pursuant to Section 2.01(a) hereof in the amount of $10,000,000.”

1.4. In Section 1.01 (Defined Terms), the definition of “Loan Documents” is hereby deleted and replaced with the following:

“’Loan Documents’ means this Agreement, the Note, the Security Agreement-Borrower, the Security Agreement-Colonial, the Guaranty, and the Mortgages, and any extensions, modifications, and amendments thereto.”

1.5. In Section 1.01 (Defined Terms), the definition of “Note” is hereby deleted and replaced with the following:

“’Note’ means, separately and collectively, the Revolving Credit Note and the Term Note.”

1.6. New defined terms are hereby added to Section 1.01 (Defined Terms), as follows:

“’Colonial Credit Agreement’ means the Amended and Restated Agented Revolving Credit Agreement between Colonial and Bank of Arkansas, N.A., et al., dated June 23, 2005, and subsequently amended from time to time.

’Mortgages’ means, separately and collectively, the mortgage/deed of trust documents covering each of the Mortgaged Properties, in form and content as set forth on Exhibit ‘L’.

‘Mortgaged Property’ means, separately and collectively, the tracts of real property described on Exhibit ‘M’ hereto.

‘Revolving Credit Note’ means the $10,000,000 Promissory Note evidencing the Revolving Credit Loans.

‘Term Loan’ means the loan described in Section 2.01(b) hereof.

‘Term Note’ means the $10,000,000 Promissory Note evidencing the Term Loan.”

1.7. Section 2.01 (Revolving Credit) is hereby deleted and replaced with the following:

“Section 2.01(a). Revolving Credit. The Bank agrees, on the terms and conditions hereinafter set forth, to make the Revolving Credit Loans to the Borrower from time to time during the period from the date of this Agreement up to but not including the Termination Date in an aggregate principal amount not to exceed at any time outstanding the Commitment provided, that the aggregate outstanding principal amount of advances at any time outstanding shall not exceed the amount of the Commitment. Within the limits of the Commitment, the Borrower may borrow, repay and reborrow under this Section 2.01(a). On such terms and conditions, the Revolving Credit Loans may be outstanding as Prime Loans or LIBOR Loans. Each type of Revolving Credit Loan shall be made and maintained at the Bank’s Lending Office for such type of Loan.

Section 2.01(b). Term Loan. Subject to the terms and conditions of this Agreement, the Bank agrees to loan Borrower $10,000,000, to be further evidenced by the Term Note. The purpose of the advance under the Term Note is to enable Borrower to reduce a portion of the Borrower’s/Guarantor’s existing revolving credit facilities, and one hundred percent (100%) of the proceeds of the Term Loan shall be used to reduce said facilities.”

1.8. Section 2.03 (Interest) is amended to reflect that a new subsection (3) is hereby added at the end of said section, as follows:

“(3)For the Term Loan, as set forth in the Term Note.”

1.9. Section 2.06 (Note) is hereby deleted and replaced with the following:

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“Section 2.06. Note. The Revolving Credit Loan made by the Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, the Revolving Credit Note, in form and content as set forth on Exhibit “D” hereto, duly completed, and payable to the Bank for the account of its applicable Lending Office, such Revolving Credit Note to represent the obligation of the Borrower to repay the Revolving Credit Loan. The Bank is hereby authorized by the Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount and type of each Revolving Credit Loan and each renewal, conversion, and payment of principal amount received by the Bank for the account of its applicable Lending Office on account of its Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by the Bank; provided, however, that the failure to make such notation with respect to any Revolving Credit Loan or renewal, conversion, or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Revolving Credit Note held by the Bank.

The aggregate principal balance and all accrued interest of all Revolving Credit Loans shall be repaid on the Termination Date.

The Term Loan made by the Bank under this Agreement shall be evidenced by and repaid with interest in accordance with the Term Note, in form and content as set forth on Exhibit “N” hereto, duly completed and payable to the Bank for the account of its applicable Lending Office, such Term Note to represent the obligation of the Borrower to repay the Term Loan.”

1.10. Section 2.08 (Use of Proceeds) is hereby deleted and replaced with the following:

“Section 2.8. Use of Proceeds. The proceeds of the Revolving Credit Loan hereunder shall be used by the Borrower to finance working capital requirements and repay certain existing indebtedness. The Borrower will not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to any Persons for the purpose of purchasing or carrying any such margin stock, or for any purpose which violates, or is inconsistent with, Regulation X of such Board of Governors.

The proceeds of the Term Loan hereunder shall be used as set forth in Section 2.01(b) hereof.”

1.11. Section 2.14 (Termination Fee) is hereby deleted and replaced with the following:

“Section 2.14. Termination Fee. The Borrower may terminate Bank’s Revolving Credit Commitment under this Agreement at any time upon not less than ten (10) Business Day’s notice to Bank of such intention, provided, that all monetary obligations (e.g. payment of Note) and any indemnification shall continue; and provided further that Borrower agrees to pay to the Bank a termination fee in an aggregate amount equal to $10,000 in the event the Revolving Credit Commitment is terminated for any reason prior to nine (9) months from the execution date hereof; provided, that no termination fee shall be payable for any prepayment if the Borrower is required to make any payments under Sections 2.11 and/or 2.12.”

1.12. Section 7.03 (Minimum Tangible Net Worth) is hereby deleted and replaced with the following:

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“Section 7.03.Minimum Tangible Net Worth. Borrower shall maintain at all times a minimum Adjusted Tangible Net Worth as of the last day of each fiscal quarter equal to or greater than the sum of (i) the greater of (A) eighty-five percent (85%) of the Adjusted Tangible Net Worth as of July 31, 2005 and (B) $5,000,000, plus (ii) seventy-five percent (75%) of positive quarterly Net Income and (iii) one hundred percent (100%) of any subsequent equity issuances less Distributions permitted under Section 6.06 hereof.”

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

2.1. Borrower shall execute and deliver this Amendment, and all schedules hereto.

2.2. Borrower shall execute and deliver the Term Note, in form and content as set forth on Schedule “2.2” hereto.

2.3. Borrower shall execute and deliver the Mortgages, in form and content as set forth on Schedule “2.3” hereto.

2.4. Borrower shall deliver title searches on each of the Mortgaged Properties, in a form acceptable to Bank, which searches must evidence no conflicting security interests on any of the Mortgaged Properties.

2.5. Borrower shall pay to Bank a closing fee in the amount of $2,500.00.

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

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

3. Recording of Mortgages. Each of the Mortgages shall be recorded in the land records of the appropriate county and state within ninety (90) days of the date of this Amendment. Failure to comply with this Section 3, other than a failure resulting from an act or failure to act by Bank or its representative, shall be a Default under the ACM Credit Agreement.

4. Substitution of Mortgaged Property. Bank agrees that Borrowers shall have the option to substitute portions of the Mortgaged Property in the event a property is closed or relocated, provided that the property to be added as collateral shall have a value equal to or greater than the property being released. In the event Borrower requests the release of one of the Mortgaged Properties but has no available substitute property, a release of such Mortgaged Property will be granted provided the value (defined at original purchase price) of the remaining properties equals not less than ninety percent (90%) of the outstanding principal balance on the Term Loan.

5. Representations and Warranties. Each of the Borrower and the Guarantors, respectively, hereby ratify and confirm all representations and warranties set forth in Article IV of the ACM Credit Agreement, Section 8 of the Security Agreement, and Sections 24 through 29 of the Guaranty Agreement 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.

6. Ratification. Borrower hereby ratifies and confirms the ACM Credit Agreement, and all instruments, documents, and agreements executed by and in connection therewith.

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7. Ratification and Amendment of Security Agreements. Each Borrower and Colonial hereby (i) ratifies and confirms its respective Security Agreement, and (ii) acknowledges and agrees that its said Security Agreement is hereby amended to evidence that the “Obligations” secured thereby shall include the $10,000,000 Revolving Credit Note and the $10,000,000 Term Note.

8. Ratification and Amendment of Guaranties. ACM-Texas and Colonial each hereby (i) ratifies and confirms its respective Guaranty, (ii) acknowledges and agrees that its said Guaranty is hereby amended to evidence that the aggregate amount of the Loan and Note, as defined therein, shall now be $20,000,000, and that such amount shall include the $10,000,000 Term Loan and $10,000,000 Term Note, and (iii) acknowledges and agrees that its respective Guaranty fully guarantees the $10,000,000 Term Note, and the $10,000,000 Revolving Credit Note.

9. Ratification and Amendment of Subordination Agreements. ACM-Texas and Colonial 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 aggregate amount of the Loan and Note, as defined therein, shall now be $20,000,000, (iii) acknowledges and agrees that the Superior Obligations and Superior Liens, as defined in its respective Subordination Agreement, shall now include the $10,000,000 Term Note and the $10,000,000 Revolving Credit Note, and (iv) acknowledges and agrees that its respective Subordinate Obligations and Subordinate Liens are subordinate to the $10,000,000 Term Note and $10,000,000 Revolving Credit Note.

10.        Paying Agent. Bank and Borrower hereby acknowledge and agree that Bank of Arkansas, N.A., shall be designated as paying agent for Bank. All payments which are to be made to Bank under the terms of the ACM Credit Agreement and other Loan Documents shall be made to Bank of Arkansas, N.A. as paying agent.

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

12.        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.

13.        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”

AMERICA’S CAR MART, INC., an Arkansas corporation

By /s/ Jeff Williams

      Jeff Williams, Vice President

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TEXAS CAR-MART, INC., a Texas corporation

By /s/ Jeff Williams

      Jeff Williams, Vice President

"GUARANTOR" and “SUBORDINATING PARTY”

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

By Jeff Williams

       Jeff Williams, Vice President

COLONIAL AUTO FINANCE, INC.,

an Arkansas corporation

By /s/ T. J. Falgout, III

       Tilman J. Falgout, III, President

“BANK”

BANK OF OKLAHOMA, N.A.

By /s/ Jeffrey R. Dunn

       Jeffrey R. Dunn, Vice President

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Schedule “1.6”

[Exhibit “M” to the ACM Credit Agreement]

(Mortgaged Property)

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Schedule “2.2”

[Exhibit “N” to the ACM Credit Agreement]

(Term Note)

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Schedule “2.3”

[Exhibit “L” to the ACM Credit Agreement]

(Mortgages)

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EX-4.11

Exhibit 5.1

PROMISSORY NOTE

	April 28, 2006
$10,000,000	Fayetteville, Arkansas

FOR VALUE RECEIVED, the undersigned, AMERICA’S CAR MART, INC., an Arkansas corporation and TEXAS CAR-MART, INC., a Texas corporation (separately and collectively, the “Maker”), promise, jointly and severally, to pay to the order of BANK OF ARKANSAS, N.A., as paying agent for BANK OF OKLAHOMA, N.A.,(the “Lender”) at 3500 N. College, Fayetteville, Arkansas 72702, in lawful money of the United States and in immediately available funds, the principal sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000) under the terms of the Revolving Credit Agreement between Maker and Lender dated June 23, 2005, and subsequently amended from time to time (as amended, the “Credit Agreement”), payable as follows:

Principal and interest shall be payable in One Hundred Twenty (120) consecutive and substantially equal installments on the 1^st day of each month, commencing the 1^st day of June, 2006, with each installment except the last equal to $117,825.00, and the last installment, due May 1, 2016 equal to the remaining balance of principal and interest hereunder. Interest shall accrue on the principal balance outstanding hereunder and on any past due interest hereunder at a rate at all times equal to 7.33% per annum, fixed.

Such installment payments are to be applied first to the payment of interest on the principal balance from time to time remaining unpaid at the aforesaid rate, and any balance shall be used to reduce the principal balance; except that if any advances made by the holder hereof under the terms of any instrument, document or agreement executed by Maker in connection herewith have not been repaid, any monies received may, at the option of holder, be applied first to repay such advances and interest thereon, and the balance, if any, applied to any installment then due. Any prepayments shall be applied to installments in the inverse order of occurrence.

As a condition to Borrower's prepayment of this Promissory Note in accordance with its terms, either in whole or in part, or in the event the Lender accelerates the maturity of Borrower's obligations as herein provided, Borrower shall be obligated to pay to the Lender, in addition to the remaining balance of this Promissory Note plus accrued and unpaid interest and all other costs and fees to which the Lender is otherwise entitled, a prepayment fee which shall be equal to a yield maintenance fee. The yield maintenance fee is the sum of the present value (discounted at the "Interest Rate Swaps Rate" as defined below) of the excess of a) the remaining scheduled interest payments to be paid on the prepayment amount through maturity, less b) the interest payments which would be collected on a new loan of the same principal amount and remaining maturity as the amount prepaid at the current fixed rate on the day of prepayment. (Current fixed rate means the rate equal to the sum of i) the "Interest Rate Swaps Rate" (where the "Interest Rate Swaps Rate" is defined as the interest rate swaps rate for the term closest in time to the remaining term of the Note on the date preceding prepayment, as such rate has most recently been published by the Federal Reserve Bank on its website under Federal Reserve Statistical Release H.15, as the International Swaps and Derivatives Association ("ISDA") mid-market par swap rate), plus ii) the original spread, (defined as the difference between the stated fixed rate on the loan minus the Interest Rate Swaps Rate for the term closest in time to the date the loan was made.) In the event the Federal Reserve Board fails to publish information from the ISDA concerning the mid-market par swap rate, the parties shall refer to the source of such information (as set forth in footnote 15 of the Federal Reserve Statistical Release H.15 as published on October 2, 2000) in order to determine the Interest Rate Swaps Rate. NOTWITHSTANDING THE ABOVE, BORROWER MAY PREPAY AN AGGREGATE AMOUNT HEREUNDER UP TO $3,000,000 ON OR BEFORE APRIL 28, 2011, WITH PAYMENT OF A REDUCED PREPAYMENT FEE AS DESCRIBED FURTHER ON EXHIBIT “A” HERETO.

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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 Lender 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 prejudice 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.

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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.

[Signature page to follow]

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AMERICA’S CAR MART, INC., an Arkansas

corporation

By /s/ Jeff Williams

     Jeff Williams, Vice President

TEXAS CAR-MART, INC., a Texas

corporation

By /s/ Jeff Williams

     Jeff Williams, Vice President

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EXHIBIT “A”

In the event the Maker elects to prepay the loan on or before April 28, 2011, the first $3,000,000 of the loan outstanding to be prepaid will be subject to a modified yield maintenance fee (“YMF”) as calculated by the Lender in its sole discretion.

In calculating the YMF as described in the Promissory Note, Lender shall exclude from the calculation's cash flow the proportional amortized component representing $3,000,000 initial principal balance out to the 60th monthly period from the effective date of the loan.

By way of example, the below charts fairly represent the typical calculation to be determined by the Lender. The second chart incorporates a lower modified yield maintenance fee by factoring in a reduced or modified YMF on the first $3,000,000 of the amount to be prepaid. Please be advised the loan rate used in the below example may not be the actual interest rate and is only being used for illustrative purposes only.

Yield Maintenance Matrix

Sample Yield Maintenance Fee Calculations

Loan Amount:	$	10,000,000
Loan Rate:		7.09	%
Loan Term:		10
Amort Term:		10

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EX-99.1

Exhibit 99.1

For Immediate Release

AMERICA’S CAR-MART ANNOUNCES INCREASE IN CREDIT FACILITY

Bentonville, Arkansas (May 2, 2006) - America’s Car-Mart, Inc. (NASDAQ NMS: CRMT) today announced that it has increased its total credit facility with a group of lenders to $60 million from $50 million. The increase is represented by a $10 million, 7.33% Term Loan with principal and interest payable in 120 consecutive and substantially equal monthly installments beginning June 1, 2006.

Commenting on the increase, T. J. (“Skip”) Falgout, III, Chairman and Chief Executive Officer of America’s Car Mart, remarked that, “The new Term Loan not only increased our total credit facility by $10 million, but also allowed us to fix the rate on a portion of our financing and make that portion immune to fluctuations in short-term interest rates. Proceeds from the Term Loan were used to pay down borrowings on the revolving credit facilities.”

“Car-Mart has increased and realigned its capital structure so that, in combination with our internally generated cash flow, we will have adequate liquidity to support our growth for the foreseeable future,” added Mr. Falgout. “We will continue to seek and evaluate opportunities to increase and expand certain of our existing dealerships and to continue opening 10-12 new dealerships per year going forward.”

About America’s Car-Mart

America’s Car-Mart operates 85 automotive dealerships in eight states and is the largest publicly-held automotive retailer in the United States focused exclusively on the “Buy Here/Pay Here” segment of the used car market. The Company operates its dealerships primarily in small cities throughout the South-Central United States, selling quality used vehicles and providing financing for substantially all of its customers.

Included herein are forward-looking statements, including statements with respect to opening new dealerships. There are many factors that affect management's view about expansion plans. These factors involve risks and uncertainties that could cause actual results to differ materially from management's present view. All forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

 

Contacts: T.J. (“Skip”) Falgout, III, CEO, at (972) 717-3423 or Jeffrey A. Williams, CFO at (479) 464-9944                                   or J. Todd Atenhan, Investor Relations at (888) 917-5109