Exhibit 4.2


    
      

    

     

    

      
        Exhibit
          4.2
FOURTH
        AMENDMENT TO REVOLVING CREDIT AGREEMENT 

      


      


      THIS
        FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
        ("Amendment") is dated effective as of December 31 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, the Second Amendment to Revolving
        Credit
        Agreement, dated effective as of September 30, 2005 and the Third Amendment
        to
        Revolving Credit Agreement, dated effective April 28, 2006 (as amended, the
        "ACM
        Credit Agreement"), by and among Borrowers and Bank, pursuant to which currently
        exists a $10,000,000 Revolving Line of Credit and a $10,000,000 Term Loan
        in
        favor or Borrowers.

      


      B.    Borrower
        and Bank hereby intend to make certain changes to the ACM Credit Agreement
        for
        compliance purposes. 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.	
                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.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      1.2.     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 ratio 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.

      


      1.3    Section
        2.14 (Termination Fee) is hereby amended to the extent that it shall continue
        in
        effect through December 31, 2007.

      


      1.4.    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., Texas 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:

      


      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.

      



      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      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.    Amendment
        to $10,000,000 Term Note.
        The
        Term Note is amended to evidence that the fixed rate as of December 31, 2006
        shall equal 8.08% and shall continue through June 30, 2007; whereupon, it
        may be
        reduced to (i) 7.83% when the combined Funded Debt to EBITDA ratio is below
        3.25
        to 1.00, and (ii) 7.33% when the combined Funded Debt to EBITDA ratio is
        below
        2.25 to 1.00. The rate shall be determined based on the combined Funded Debt
        to
        EBITDA ratio 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 8.08% until five
        (5)
        Business Days after such financials are so delivered.

      


      3.    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.

      


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

      


      
        	
              	4.1	
                Borrower
                  and all other parties hereto shall execute and deliver this
                  Amendment.

              


      

      


      
        	 	
                4.2

              	
                No
                  Default or Event of Default shall exist or result from the execution
                  and
                  delivery of this Amendment.

              


      

      


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

      


      6.    Ratification
        of Security Agreements. Each
        of
        Borrower and Colonial hereby ratifies and confirms its respective Security
        Agreement.

      



      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      7.     Ratification
        of Guaranties.
        ACM-Texas and Colonial each hereby ratifies and confirms its respective
        Guaranty.

      


      8.    Ratification
        of Subordination Agreements. ACM-Texas
        and Colonial each hereby ratifies and confirms its respective Subordination
        Agreement.

      


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

      


      10.    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.

      


      11.    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
        page follows.]


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      


      
        	 	
                “BORROWER”

                


                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

                


                "GUARANTOR"
                  and “SUBORDINATING PARTY”

                


                AMERICA’S
                  CAR-MART, INC.,
                  a
                  Texas

                corporation,
                  formerly known as Crown Group, Inc.

                


                


                By
                  /s/ Jeff Williams

                      
                  Jeff Williams, Vice President

                


                


                COLONIAL
                  AUTO FINANCE, INC.,
                  

                an
                  Arkansas corporation

                


                


                By
                  /s/ Tilman J. Falgout

                      
                  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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