ex4_10.htm


    
      

    

    Exhibit 4.10

    


    EIGHTH
AMENDMENT TO AMENDED AND RESTATED AGENTED

    REVOLVING
CREDIT AGREEMENT

    


    


    THIS EIGHT AMENDMENT TO AMENDED AND
RESTATED AGENTED REVOLVING CREDIT AGREEMENT ("Amendment") is dated
effective as of February 28, 2009, by and among COLONIAL AUTO FINANCE, INC.,
an Arkansas corporation (“Borrower”), BANK OF ARKANSAS, N.A., FIRST STATE BANK OF NORTHWEST
ARKANSAS, ENTERPRISE
BANK & TRUST, ARVEST
BANK, CITIZENS BANK AND TRUST COMPANY, 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, April 28, 2006, December 31, 2006, May 16, 2008, and December 15, 2008 (as
amended, the "Colonial Credit Agreement"), by and among Borrower, the Banks
party thereto, and Agent, pursuant to which a $41,500,000 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 to include
provisions related to rate management transactions.  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, the defined term “Borrowing Base” is hereby deleted and replaced
with the following:

    


    “’Borrowing
Base” means, as of the date of determination, the remainder of (a) the amount
determined by multiplying the Advance Rate by the Net Eligible Contract Payments
then outstanding, minus
(b) $10,000,000 plus
the outstanding balance of the $10,000,000 Promissory Note payable by America’s
Car Mart, Inc. and Texas Car-Mart, Inc. to Bank of Oklahoma plus
$2,100,000.”

    


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

    


    2.3.           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.

    


    5.       
     Ratification of Security
Agreements.  Borrower and each Guarantor hereby (i) ratifies
and confirms its respective Security Agreement dated June 23, 2005, (ii)
confirms that no Default exists thereunder, and (iii) acknowledges and agrees
that the obligations secured thereunder shall include all Rate Management
Obligations of Borrower, as defined herein.

    


    6.     
       Ratification of
Guaranties.  Each Guarantor hereby (i) ratifies and confirms
its respective Guaranty Agreement, (ii) confirms that no Default exists
thereunder, and (iii) acknowledges and agrees that the obligations guaranteed
thereunder shall include all Rate Management Obligations of Borrower, as defined
herein.

    


    7.      
      Ratification 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 and, further, acknowledges and agrees that
the Superior Obligations (as defined therein) shall include all Rate Management
Obligations of Borrower, as defined herein.

    


    8.        
    Governing
Law.  This Agreement and the Note shall be governed by, and
construed in accordance with, the laws of the State of Arkansas.

    


    9.      
     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.

    


    10.           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.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	 
      	
                        “BORROWER”

                      
	 
      	 
      	 	 
      
	 
      	
                        COLONIAL
      AUTO FINANCE, INC., an Arkansas corporation

                      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                         

                      	By	
                        \s\ William H. Henderson

                      
	 
      	 
      	 	 
      
	 
      	 
      	 	
                        William
      H. Henderson, President

                      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                        “GUARANTORS”
      and

                      
	 
      	
                        “SUBORDINATING
      PARTIES”

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

                      
	 
      	 
      	 	 
      
	 
      	
                         

                      	By	
                        \s\ Jeffrey A. Williams

                      
	 
      	 
      	 	 
      
	 
      	 
      	 	
                        Jeffrey
      A. Williams, Vice President

                      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                        AMERICA’S
      CAR MART, INC.,

                      
	 
      	
                        an
      Arkansas corporation

                      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                         

                      	By	
                        \s\ Jeffrey A. Williams

                      
	 
      	 
      	 	 
      
	 
      	 
      	 	
                        Jeffrey
      A. Williams, Vice
President

                      


              

            

          

        

      

    

    


    


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

    

    Credit
Agreement dated February 28, 2009]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  STATE
      OF ARKANSAS

                	
                  )

                	 
      
	 
      	
                  )
      ss:

                	
                  ACKNOWLEDGMENT

                
	
                  COUNTY
      OF BENTON

                	
                  )

                	 
      


        

      

    

    


    On this
day, before me, the undersigned, a Notary Public, within and for the County and
State aforesaid, duly qualified, commissioned and acting, the within named JEFFREY
A.  WILLIAMS, to me personally well known, and stated and
acknowledged that he was duly authorized in that capacity to execute the
foregoing instrument for and in the name and behalf of AMERICA’S
CAR MART, INC., an Arkansas corporation, TEXAS CAR-MART, INC., a Texas
corporation, and AMERICA’S CAR-MART, INC., a Texas corporation, formerly known
as Crown Group, Inc., and further stated and acknowledged that he had so signed,
executed and delivered said foregoing instrument for the consideration and
purposes therein mentioned and set forth.

    


    IN
TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 5th day of
March, 2009.

    


    
      
        
          
            	 
      	
                    \s\  Brenda J.
    Rogers

                  	 
      
	 
      	
                    Notary
      Public

                  	 
      
	
                    My
      commission expires:

                  	 
      	 
      
	 
      	 
      	 
      
	
                    2/28/2017

                  	 
      	 
      
	
                    (S
      E A L)

                  	 
      	 
      


          

        

      

    

    


    


    
      
        
          
            	
                    STATE
      OF ARKANSAS

                  	
                    )

                  	 
      
	 
      	
                    )
      ss:

                  	
                    ACKNOWLEDGMENT

                  
	
                    COUNTY
      OF BENTON

                  	
                    )

                  	 
      


          

        

      

    

    


    On this
day, before me, the undersigned, a Notary Public, within and for the County and
State aforesaid, duly qualified, commissioned and acting, the within named William H. Henderson, to me
personally well known, and stated and acknowledged that he was duly authorized
in that capacity to execute the foregoing instrument for and in the name and
behalf of COLONIAL AUTO FINANCE, INC.,  an Arkansas corporation, and
further stated and acknowledged that he had so signed, executed and delivered
said foregoing instrument for the consideration and purposes therein mentioned
and set forth.

    


    IN
TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 5th day of
March, 2009.

    


    
      
        
          
            	 
      	
                    \s\  Brenda J.
    Rogers

                  	 
      
	 
      	
                    Notary
      Public

                  	 
      
	
                    My
      commission expires:

                  	 
      	 
      
	 
      	 
      	 
      
	
                    2/28/2017

                  	 
      	 
      
	
                    (S
      E A L)

                  	 
      	 
      


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	 	“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 Eighth Amendment to Amended and Restated Agented
Revolving

    

    Credit
Agreement dated February 28, 2009]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Revolving
      Credit Commitment:

                  	
                    COMMERCE
      BANK, N.A.

                  	 
      
	
                    $12,000,000

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Principal
      Office and Lending Office:

                  	 
      	 
      	 
      
	
                    1000
      Walnut St., BB17-1

                  	 
      	 
      	 
      
	
                    Kansas
      City, MO  64106

                  	 
      	 
      	 
      
	
                    Attention:  Kyle
      Area

                  	
                    By

                  	
                    \s\  Kyle Area

                  	 
      
	
                    E-mail:  karea@commercebank.com

                  	 
      	
                    Kyle
      Area, Vice President

                  	 
      
	 
      	 
      	
                    Regional
      Banking

                  	 
      


          

        

      

    

    


    


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

    

    Credit
Agreement dated February 28, 2009]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Revolving
      Credit Commitment:

                	
                  ENTERPRISE
      BANK & TRUST

                	 
      
	
                  $6,000,000

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  Principal
      Office and Lending Office:

                	 
      	 
      	 
      
	
                  12695
      Metcalf Ave.

                	 
      	 
      	 
      
	
                  Overland
      Park, KS  66213

                	
                  By

                	
                  \s\  Paul Tymosko

                	 
      
	
                  Attention:
      Paul Tymosko

                	 
      	
                  Paul
      Tymosko,

                	 
      
	 
      	 
      	
                  Senior
      Vice President

                	 
      


        

      

    

    


    


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

    

    Credit
Agreement dated February 28, 2009]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  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 Eighth Amendment to Amended and Restated Agented
Revolving

    

    Credit
Agreement dated January 31, 2009]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Revolving
      Credit Commitment

                  	
                    ARVEST
      BANK

                  	 
      
	
                    $5,000,000

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Principal
      Office and Lending Office:

                  	 
      	 
      	 
      
	
                    502
      S. Main

                  	 
      	 
      	 
      
	
                    Tulsa,
      Oklahoma 74103

                  	
                    By

                  	
                    \s\  Kevin
Lackner

                  	 
      
	
                    Attn:  Kevin
      Lackner

                  	 
      	
                    Kevin
      Lackner

                  	 
      
	
                    klackner@arvest.com

                  	 
      	
                    Title:
      Senior Vice President

                  	 
      


          

        

      

    

    


    


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

    

    Credit
Agreement dated February 28, 2009]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Revolving
      Credit Commitment:

                	
                  Citizens
      Bank and Trust Company

                	 
      
	
                  $7,000,000

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  Principal
      Office and Lending Office:

                	 
      	 
      	 
      
	
                  2900
      NE Brooktree Lane, Suite 200

                	 
      	 
      	 
      
	
                  Gladstone,
      MO  64119

                	
                  By:

                	
                  \s\  Julia
Harvala

                	 
      
	
                  Attn:
      Julia Harvala

                	 
      	
                  Name:  Julia
      Harvala

                	 
      
	
                  E-mail:
      jharvala@cbcfamily.com

                	 
      	
                  Title:  Senior
      Vice President

                	 
      


        

      

    

    


    


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

    

    Credit
Agreement dated February 28, 2009]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  “AGENT”

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  BANK
      OF ARKANSAS, N.A.

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By

                	
                  \s\  Jeffrey R.
    Dunn

                	 
      
	 
      	 
      	
                  Jeffrey
      R. Dunn, President & CEO

                	 
      


        

      

    

    


    


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

    

    Credit
Agreement dated February 28, 2009]