Exhibit 4.1


    
      

    

     

    

      
        Exhibit
          4.1

         
FIFTH
        AMENDMENT TO AMENDED AND RESTATED AGENTED

      REVOLVING
        CREDIT AGREEMENT 

      


      


      THIS
        FIFTH AMENDMENT TO AMENDED AND RESTATED AGENTED REVOLVING CREDIT
        AGREEMENT
        ("Amendment") is dated effective as of December 31, 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, February
        24,
        2006, and April 28, 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 for compliance purposes. 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.	
                The
                  term “Borrowing Base” is hereby amended to evidence that the amount
                  “$20,000,000” shall now mean and read “$10,000,000 plus the outstanding
                  balance of the $9,134,000 Promissory Note payable by America’s Car Mart,
                  Inc. and Texas Car-Mart, Inc. to Bank of
                  Oklahoma”.

              


      

      


      
        	
              	1.2	
                The
                  term "Prime Rate" is amended to read as
                  follows:

              


      

      


      
        	 	 	
                "Prime
                  Rate" means a rate which is subject to change from time to time
                  based on
                  changes in an index which is the BOKF National Prime Rate, described
                  as
                  the rate of interest set by BOK Financial Corporation, in its sole
                  discretion, on a daily basis as published by BOK Financial Corporation
                  (“BOKF”) from time to time (the “Index”). The Index is not necessarily the
                  lowest rate charged by Lender on its loans and is set by Lender
                  in its
                  sole discretion. If the Index becomes unavailable during the term
                  of this
                  loan, Lender may designate a substitute index after notifying Borrower.
                  Lender will tell Borrower the current index rate upon Borrower’s request.
                  The interest rate change will not occur more often than each day.
                  Borrower
                  understands that Lender may make loans based on other rates as
                  well.
                  NOTICE: Under no circumstances will the interest rate on this Note
                  be more
                  than the maximum rate

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      allowed
        by applicable law. Whenever increases occur in the interest rate, Lender,
        at its
        option, may do one or more of the following: (A) increase Borrower’s payments to
        ensure Borrower’s loan will pay off by its original final maturity date, (B)
        increase Borrower’s payments to cover accruing interest, (C) increase the number
        of Borrower’s payments, and (D) continue Borrower’s payments at the same amount
        and increase Borrower’s final payment.

      


      1.3. 
        Section
        2.05 is hereby amended to replace the existing pricing grid with the
        following:

      


      
        	
                Tier

              	
                Funded
                  Debt to EBITDA*

              	
                Adjusted
                  Prime Rate

              	
                Adjusted
                  LIBOR Rate

              
	
                I

              	
                <1.75

              	
                Prime
                  Rate minus 

                25
                  bps

              	
                LIBOR
                  Rate plus 275 bps

              
	
                II

              	
                >1.75
                  and <2.00

              	
                Prime
                  Rate plus 0.0

              	
                LIBOR
                  rate plus 

                300
                  bps

              
	
                III

              	
                >2.00
                  and <2.25

              	
                Prime
                  Rate plus 

                25
                  bps

              	
                LIBOR
                  rate plus 

                325
                  bps

              
	
                IV

              	
                >2.25
                  and <2.50

              	
                Prime
                  Rate plus 

                50
                  bps

              	
                LIBOR
                  rate plus 

                350
                  bps

              
	
                V

              	
                >2.50
                  and <3.50

                 

              	
                Prime
                  Rate plus 

                75
                  bps

              	
                LIBOR
                  rate plus 

                375
                  bps

              
	
                VI

              	
                >3.5

              	
                Prime
                  Rate plus 

                100
                  bps

              	
                LIBOR
                  rate plus 

                400
                  bps

              


      

       

      *Combined
        Ratio for American Car Mart, Inc., Texas Car-Mart, Inc. and Colonial Auto
         Finance,
        Inc.

      


      The
        Adjusted Rate shall be determined in accordance with the foregoing table
        based
        on the combined Funded Debt to EBITDA as reflected in the then most recent
        Financials. Adjustments, if any, shall be effective five Business Days after
        Bank of Arkansas, N.A. has received the applicable Financials. If the Borrower
        fails to deliver the Financials at the time required, then the rate shall
        be the
        highest rate set forth in the foregoing table until five (5) Business Days
        after
        such Financials are so delivered.

      


      1.4    Section
        2.16 (Termination Fee) is hereby amended to the extent that it shall continue
        to
        be effective through December 31, 2007.

      


      1.5.    Article
        7
        is hereby replaced with the following:

      


      Article
        7

      


      FINANCIAL
        COVENANTS

      


      The
        following financial covenants shall be calculated based upon a combined
        financial basis of America's Car Mart, Inc. and Colonial Auto Finance, Inc.
        So
        long as any Note shall remain unpaid or any Bank shall have any Commitment
        under
        this Agreement:


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      Section
        7.01. Leverage Ratio.
        At all
        times, calculated as of the last day of each month, maintain a ratio of Funded
        Debt to EBITDA for the trailing twelve (12) month period of no greater than
        4.00
        to 1.00, reducing to 3.50 to 1.00 on November 1, 2007, 3.00 to 1.00 on February
        1, 2008, 2.75 to 1.00 on May 1, 2008 and 2.50 to 1.00 on November 1, 2008.
        For
        purposes of this calculation, the $5,371,000 one-time, non-cash charge will
        be
        excluded from EBITDA through October 31, 2007.

      


      Section
        7.02. Fixed Charge Coverage Ratio.
        At all
        times, calculated as of the last day of each month, maintain a ratio of (a)
        EBITDA to (b) Fixed Charges as of the end of each month for the trailing
        six (6)
        month period of not less than 1.15 to 1.00, increasing to 1.20 to 1.00 on
        May 1,
        2007, 1.30 to 1.00 on August 1, 2007, 1.40 to 1.00 on November 1, 2007 and
        1.50
        to 1.00 on February 1, 2008. For purposes of this calculation, the $5,371,000
        one-time, non-cash charge will be excluded from EBITDA through October 31,
        2007.

      


      Section
        7.03. Minimum Tangible Net Worth. At
        all
        times, calculated as of the last day of each month, maintain a minimum combined
        Adjusted Tangible Net Worth for American Car Mart, Inc, Texas Car-Mart, Inc.
        and
        Borrower, 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 Minimum Adjusted
        Tangible Net Worth as of January 31, 2007 or (B) $108,000,000, plus
        (ii)
        seventy-five percent (75%) of positive quarterly Net Income and (iii) on
        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 Colonial Credit Agreement, as
        amended hereby, are subject to the satisfaction of the following.

      


      
        	
              	2.1.	
                Borrower
                  shall execute and deliver this
                  Amendment.

              


      

      


      
        	
              	2.2.	
                Borrower
                  shall deliver an executed Guaranty Agreement along with Secretary
                  Certificate from America’s Car-Mart, Inc., in form and content as set
                  forth on Schedule
                  “2.2”
                  hereto.

              


      

       

      
        	
              	2.3.	
                Borrower
                  shall execute and deliver any other instruments, documents and/or
                  agreements reasonably required by Bank in connection
                  herewith.

              




      
        	
              	2.4.	
                No
                  Default or Event of Default exists or will result from the execution
                  and
                  delivery of this Amendment.

              


      

      
         

      

      	3.  	
              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.

            


      


      	4.  	
              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.

            



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      	5.  	
              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.

            


      


      	6.  	
              Governing
                Law.
                This Agreement and the Note shall be governed by, and construed in
                accordance with, the laws of the State of
                Arkansas.

            


      


      	7.  	
              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.

            


      


      	8.  	
              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.

            


      


      [Signature
        pages follow.]


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      
        	 	
                “BORROWER”

                


                COLONIAL
                  AUTO FINANCE, INC.,
                  an Arkansas corporation 

                


                


                By
                  /s/ Tilman J. Falgout 

                      
                  T. J. Falgout, III, President

                


                


                “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

              


      

      



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


       

      


      
        	 	“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@bankofarkansas.com 

              	 


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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

      Colonial
        Credit Agreement effective dated December 31, 2006]

      


      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      


      
        	
                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 Fifth Amendment to Amended and Restated Agented Revolving

      Colonial
        Credit Agreement effective dated December 31, 2006]

      


      


      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      
        	
                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

              
	
                rpender@greatsouthernbank.com 

              	 


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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

      Colonial
        Credit Agreement effective dated December 31, 2006]

      


      



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      


      
        	
                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 
                  Officer

                

              
	
                E-mail:
                  chutchins@fsbnwa.com

              	
                 

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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

      Colonial
        Credit Agreement effective dated December 31, 2006]

      


      



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      


      
        	
                Revolving
                  Credit Commitment:

              	
                FIRST
                  STATE BANK

              
	
                $6,000,000

              	 
	 	 
	
                Principal
                  Office and Lending Office:

              	 
	
                620
                  Chestnut Street

              	 
	
                Conway,
                  AR 72703 

              	
                By________________________________

              
	
                Attention:
                  Michael Bynum

              	
                      
                  Michael Bynum, Senior Vice President

              
	
                mbynum@fsbmail.com 

              	 


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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

      Colonial
        Credit Agreement effective dated December 31, 2006]

      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      


      
        	
                Revolving
                  Credit Commitment:

              	
                ENTERPRISE
                  BANK & TRUST

              
	
                $6,000,000

              	 
	 	 
	
                Principal
                  Office and Lending Office:

              	 
	
                12695
                  Metcalf Ave.

              	 
	
                Overland
                  Park, KS 66213

              	
                By
                  /s/ Craig Huston

              
	
                Attention:
                  Craig G. Huston

              	
                      
                  Craig G. Huston, President

              
	
                e-mail:
                  

              	 


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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

      Colonial
        Credit Agreement effective dated December 31, 2006]


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


      
        	
                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:
                  Kyle Area

              	
                By
                  /s/ Dennis R. Block

              
	
                E-mail:
                  kyle.area@commercebank.com

              	
                Dennis
                  R. Block, Senior 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 Fifth Amendment to Amended and Restated Agented Revolving

      Colonial
        Credit Agreement effective dated December 31, 2006]

      


      



      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


      
        	 	
                “AGENT”

              
	 	 
	 	
                BANK
                  OF ARKANSAS, N.A.

              
	 	 
	 	 
	 	 
	 	
                By
                  /s/ Jeffrey R. Dunn

                      
                  Jeffrey R. Dunn, President &
CEO

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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

      Colonial
        Credit Agreement effective date December 31, 2006]

      


      



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      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 Fifth Amendment to Amended and Restated Agented Revolving

      Colonial
        Credit Agreement effective dated December 31, 2006]


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      Schedule
        "2.2"

      


      (Guaranty
        Agreement and Secretary Certificate)