EXHIBIT 4.5


 





EXECUTION COPY




 


 





COLONIAL REVOLVER NOTE


 


 





	December 12, 2016	$23,750,000	Bentonville, Arkansas


 





COLONIAL AUTO FINANCE, INC., an Arkansas
corporation (“Borrower”), for value received, hereby unconditionally promise to pay to the order of FIRST
TENNESSEE BANK, NATIONAL ASSOCIATION (“Lender”), the principal sum of TWENTY-THREE MILLION SEVEN
HUNDRED FIFTY THOUSAND DOLLARS ($23,750,000), or such lesser amount as may be advanced by Lender as Colonial Revolver Loans
and owing as LC Obligations from time to time under the Loan Agreement described below, together with all accrued and unpaid interest
thereon. Terms are used herein as defined in the Second Amended and Restated Loan and Security Agreement dated as of December 12,
2016, among Borrower, America’s Car Mart, Inc., an Arkansas corporation, Texas Car-Mart, Inc., a Texas corporation, America’s
Car-Mart, Inc., a Texas corporation, Bank of America, N.A., as Agent, Lead Arranger and Book Manager, Lender, and certain other
financial institutions, as such agreement may be amended, modified, renewed or extended from time to time (the “Loan Agreement”).


 


Principal of and interest on this Note from
time to time outstanding shall be due and payable as provided in the Loan Agreement. This Note is issued pursuant to and evidences
Colonial Revolver Loans and LC Obligations under the Loan Agreement, to which reference is made for a statement of the rights and
obligations of Lender and the duties and obligations of Borrower. The Loan Agreement contains provisions for acceleration of the
maturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts
upon specified terms and conditions.


 


The holder of this Note is hereby authorized
by Borrower to record on a schedule annexed to this Note (or on a supplemental schedule) the amounts owing with respect to Colonial
Revolver Loans and LC Obligations, and the payment thereof. Failure to make any notation, however, shall not affect the rights
of the holder of this Note or any obligations of Borrower hereunder or under any other Loan Documents.


 


Time is of the essence of this Note. Borrower
and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment for payment, protest, notice
of protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the bringing of any suit against
any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or
in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or after maturity. Borrower agrees to pay, and to save
the holder of this Note harmless against, any liability for the payment of all costs and expenses (including without limitation
reasonable attorneys’ fees) if this Note is collected by or through an attorney-at-law.


 


In no contingency or event whatsoever shall
the amount paid or agreed to be paid to the holder of this Note for the use, forbearance or detention of money advanced hereunder
exceed the highest lawful rate permitted under Applicable Law. If any such excess amount is inadvertently paid by Borrower or inadvertently
received by the holder of this Note, such excess shall be returned to Borrower or credited as a payment of principal, in accordance
with the Loan Agreement. It is the intent hereof that Borrower not pay or contract to pay, and that holder of this Note not receive
or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrower
under Applicable Law.


 


This Note shall be governed by the laws of the
State of California, without giving effect to any conflict of law principles (but giving effect to federal laws relating to national
banks).


 






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This Note is executed in renewal, amendment
and restatement of, but not in novation, extinguishment, discharge or satisfaction of the indebtedness evidenced by, all prior
Colonial Revolver Note(s) made by Colonial Auto Finance, Inc., an Arkansas corporation, payable to the order of FIRST TENNESSEE
BANK, NATIONAL ASSOCIATION (as such note(s) has been amended, restated, supplemented or otherwise modified from time to time
prior to the date hereof, the “Prior Note(s)”). All amounts outstanding under the Prior Note(s) as of the date
hereof are outstanding under the Loan Agreement and due and payable in accordance with the terms of the Loan Agreement and this
Note.


 


[Signature Page Follows]


 


 


 


 


 


 



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IN WITNESS WHEREOF, this Note is executed
as of the date set forth above.


 


 





	 	 	COLONIAL AUTO FINANCE, INC.,
	 	 	an Arkansas corporation
	 	 	 
	 	 	By:  	/s/ Jeffrey A. Williams
	 	 	Name: 	Jeffrey A. Williams
	 	 	Title:	Secretary
	 	 	 


 







 


 


 


 


 


 





Colonial Revolver Note


Signature Page