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):   September 20, 2012
 
 
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 Avenue, 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 September 20, 2012, America’s Car-Mart, Inc., a Texas corporation (the “Company”), and its subsidiaries, Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”), America’s Car Mart, Inc., an Arkansas corporation (“ACM”), and Texas Car-Mart, Inc., a Texas corporation (“TCM”), entered into Amendment No. 1 to the Amended and Restated Loan and Security Agreement (“Agreement”), dated as of March 9, 2012, by and among the Company, Colonial, ACM, TCM and a group of lenders.

Amendment No. 1 to the Agreement (the “Amendment”) amended the loan agreement to increase the Colonial revolving line of credit by $20 million to a total of $135 million.  The ACM-TCM revolving line of credit commitment remained the same at $10 million for an amended total commitment of $145 million, increased from $125 million.  The lending group includes Bank of America, N.A. ($55 million commitment, up from $50 million), BOKF, NA d/b/a Bank of Arkansas ($40 million commitment, up from $35 million), Commerce Bank ($15 million commitment, unchanged from the prior commitment), First Tennessee Bank, N.A. ($20 million commitment, up from $15 million) and Arvest Bank ($15 million commitment, up from $10 million).

The description above is a summary and is qualified in its entirety by Amendment No. 1 to the Agreement, which is filed as an exhibit to this report and is 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 9.01.
Financial Statements and Exhibits.

(d)           Exhibits.

 
4.1
Amended and Restated Loan and Security Agreement dated March 9, 2012, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of America N.A., as Administrative Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2012).

 
4.2
Colonial Second Amended and Restated Revolver Note dated March 9, 2012 by Colonial Auto Finance, Inc. in favor of Commerce Bank, as Lender (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2012).

 
4.3
Amendment No. 1 to Amended and Restated Loan and Security Agreement dated September 20, 2012, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of America N.A., as Administrative Agent, Lead Arranger and Book Manager.

 
4.4
Colonial Third Amended and Restated Revolver Note dated September 20, 2012 by Colonial Auto Finance, Inc. in favor of Bank of America, N.A., as Lender.

 
4.5
Colonial Third Amended and Restated Revolver Note dated September 20, 2012 by Colonial Auto Finance, Inc. in favor of BOKF, NA d/b/a Bank of Arkansas, as Lender.

 
4.6
Colonial Amended and Restated Revolver Note dated September 20, 2012 by Colonial Auto Finance, Inc. in favor of First Tennessee Bank, as Lender.

 
4.7
Colonial Third Amended and Restated Revolver Note dated September 20, 2012 by Colonial Auto Finance, Inc. in favor of Arvest.

 
 
 
 
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:  September 21, 2012
 
/s/ Jeffrey A. Williams
 
   
Jeffrey A. Williams
   
Chief Financial Officer and Secretary
   
(Principal Financial and Accounting Officer)


 
 
 
 
Exhibit Index

 
4.1
Amended and Restated Loan and Security Agreement dated March 9, 2012, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of America N.A., as Administrative Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2012).

 
4.2
Colonial Second Amended and Restated Revolver Note dated March 9, 2012 by Colonial Auto Finance, Inc. in favor of Commerce Bank, as Lender (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2012).

 
4.3
Amendment No. 1 to Amended and Restated Loan and Security Agreement dated September 20, 2012, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of America N.A., as Administrative Agent, Lead Arranger and Book Manager.

 
4.4
Colonial Third Amended and Restated Revolver Note dated September 20, 2012 by Colonial Auto Finance, Inc. in favor of Bank of America, N.A., as Lender.

 
4.5
Colonial Third Amended and Restated Revolver Note dated September 20, 2012 by Colonial Auto Finance, Inc. in favor of BOKF, NA d/b/a Bank of Arkansas, as Lender.

 
4.6
Colonial Amended and Restated Revolver Note dated September 20, 2012 by Colonial Auto Finance, Inc. in favor of First Tennessee Bank, as Lender.

 
4.7
Colonial Third Amended and Restated Revolver Note dated September 20, 2012 by Colonial Auto Finance, Inc. in favor of Arvest.


EXHIBIT 4.3
 

AMENDMENT NO. 1 TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“ Amendment ”) is dated as of September 20, 2012 and is entered into by and among AMERICA’S CAR-MART, INC. , a Texas corporation (“ Parent ”), COLONIAL AUTO FINANCE, INC. , an Arkansas corporation (“ Colonial ”), AMERICA’S CAR MART, INC. , an Arkansas corporation (“ACM”), TEXAS CAR-MART, INC. , a Texas corporation (“ TCM ”)(each of Colonial, ACM and TCM, a “ Borrower ”, and collectively, “ Borrowers ”), the financial institutions party to the Loan Agreement (as hereinafter defined) as lenders (collectively, “ Lenders ”), BANK OF AMERICA, N.A., , as administrative agent for the Lenders (“ Agent ”) and lead arranger and book manager for the Lenders.  All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Loan Agreement (as hereinafter defined).

WITNESSETH
 
WHEREAS, Parent, Borrowers, Lenders and Agent have entered into that certain Amended and Restated Loan and Security Agreement dated as of March 9, 2012 (as previously amended, amended and restated, modified, supplemented or renewed, the “ Loan Agreement ”);
 
WHEREAS, Parent, Borrowers, Required Lenders and Agent have agreed to amend the Loan Agreement subject to the terms and conditions stated herein; and
 
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Required Lenders, Agent, Parent and Borrowers hereby agree as follows:
 
I.   Amendment to the Loan Agreement .   Schedule 1.1 of the Loan Agreement is hereby amended and restated in its entirety be deleting such schedule and replacing it with Schedule 1.1 attached hereto.
 
II.   Increase in Colonial Revolver Commitments .  Borrower has exercised its option to increase the Colonial Revolver Commitments in the amount of $20,000,000 as set forth under Section 2.1.7 of the Loan Agreement.  Such increase shall become effective upon the effectiveness of this Amendment.
 
III.   Conditions .  The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
 
A.   Amendment .  Fully executed copies of this Amendment signed by Parent, Borrowers and Required Lenders shall have been delivered to Agent.
 
B.   Other Documents .  Borrowers shall have executed and delivered to Agent such other documents and instruments as Agent may reasonably require.
 
 
1
 
IV.   Miscellaneous .
 
A.   Survival of Representations and Warranties .  All representations and warranties made in the Loan Agreement or any other document or documents relating thereto, including, without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Agent or the Lenders shall affect the representations and warranties or the right of Agent or the Lenders to rely thereon.
 
B.   Reference to Loan Agreement .  The Loan Agreement, each of the Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof, or pursuant to the terms of the Loan Agreement as amended hereby, are hereby amended so that any reference therein to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.
 
C.   Loan Agreement Remains in Effect .  The Loan Agreement and the Loan Documents, as amended hereby, remain in full force and effect and Parent and each Borrower ratifies and confirms its agreements and covenants contained therein.  Parent and each Borrower hereby confirms that to the best of its knowledge no Event of Default or Default exists.
 
D.   Severability .  Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
 
E.   Counterparts .  This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.
 
F.   Headings .  The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
 
G.   NO ORAL AGREEMENTS .  THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN LENDERS, AGENT AND BORROWERS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN AGENT, LENDERS AND BORROWERS.
 

 

 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 
2
 
IN WITNESS WHEREOF, the parties have executed this Amendment under seal on the date first written above.
 
 
BORROWERS :
   
 
COLONIAL AUTO FINANCE, INC .,
 
an Arkansas corporation
   
   
 
By:
/s/ Jeffrey A. Williams
 
Name:
Jeffrey A. Williams
 
Title:
Secretary
     
     
 
AMERICA’S CAR MART, INC .,
 
an Arkansas corporation
   
   
 
By:
/s/ Jeffrey A. Williams
 
Name:
Jeffrey A. Williams
 
Title:
Secretary
     
     
 
TEXAS CAR-MART, INC.,
 
a Texas corporation
   
   
 
By:
/s/ Jeffrey A. Williams
 
Name:
Jeffrey A. Williams
 
Title:
Secretary
     
     

 
 
Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement
 
 
 
PARENT :
   
 
AMERICA’S CAR-MART, INC. ,
 
a Texas corporation
   
   
 
By:
/s/ Jeffrey A. Williams
 
Name:
Jeffrey A. Williams
 
Title:
Secretary
 
 
 
 
 
Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement
 
 
 
AGENT AND LENDERS :
   
 
BANK OF AMERICA, N.A.
 
as Agent and Lender
   
   
 
By:
/s/ Carlos Gil
 
Name:
Carlos Gil
 
Title:
Senior Vice President
 
 
 
 
 
Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement
 
 
 
BOKF, NA D/B/A BANK OF ARKANSAS,
 
as Lender
   
   
 
By:
/s/ Jacob Hudson
 
Name:
Jacob Hudson
 
Title:
Vice President
 
 
 
 
Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement
 
 
 
FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
 
as Lender
   
   
 
By:
/s/ Mike Sawyer
 
Name:
Mike Sawyer
 
Title:
Secretary

 
 

 
 
Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement
 
 
 
ARVEST BANK,
 
as Lender
   
   
 
By:
/s/  Andy Marshall
 
Name:
Andy Marshall
 
Title:
Senior Vice President

 
 
 
 
Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement
 
 
 
 
COMMERCE BANK, N.A.,
 
as Lender
   
   
 
By:
/s/  R. David Emley, Jr.
 
Name:
R. David Emley, Jr.
 
Title:
Vice President

 
 
 
Signature Page to Amendment No. 1 to Amended and Restated Loan and Security Agreement
 
SCHEDULE 1.1
 
REVOLVER COMMITMENTS OF LENDERS
 
Lender
Colonial Revolver
Commitment
ACM-TCM Revolver
Commitment
Total Revolver
Commitment
Bank of America, N.A.
$51,000,000
$4,000,000
$55,000,000
BOKF,NA d/b/a Bank of Arkansas
$37,200,000
$2,800,000
$40,000,000
First Tennessee Bank National Association
$18,800,000
$1,200,000
$20,000,000
Arvest Bank
$14,200,000
$800,000
$15,000,000
Commerce Bank
$13,800,000
$1,200,000
$15,000,000
 
Total: $135,000,000
Total: $10,000,000
Total: $145,000,000

 
 
 
 
 
Schedule 1.1
EXHIBIT 4.4
 
COLONIAL THIRD AMENDED AND RESTATED REVOLVER NOTE
 
September 20, 2012 $51,000,000  Bentonville, Arkansas
 
COLONIAL AUTO FINANCE, INC. , an Arkansas corporation (“ Borrower ”), for value received, hereby unconditionally promise to pay to the order of BANK OF AMERICA, N.A. (“ Lender ”), the principal sum of FIFTY-ONE MILLION DOLLARS ($51,000,000), 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 Amended and Restated Loan and Security Agreement dated as of March 9, 2012, 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).
 
IN WITNESS WHEREOF , this Note is executed as of the date set forth above.
 
Attest:
 
COLONIAL AUTO FINANCE, INC. ,
an Arkansas corporation
/s/ Jeffrey A. Williams
   
Secretary
 
By:
/s/ William H. Henderson
     
Title:  President

 





 
 
 
 
Signature Page to Third Amended and Restated Revolver Note - BofA
EXHIBIT 4.5
 
COLONIAL THIRD AMENDED AND RESTATED REVOLVER NOTE
 
September 20, 2012 $37,200,000 Bentonville, Arkansas
 
COLONIAL AUTO FINANCE, INC. , an Arkansas corporation (“ Borrower ”), for value received, hereby unconditionally promise to pay to the order of BOKF, NA D/B/A BANK OF ARKANSAS (“ Lender ”), the principal sum of THIRTY-SEVEN MILLION TWO HUNDRED THOUSAND DOLLARS ($37,200,000), 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 Amended and Restated Loan and Security Agreement dated as of March 9, 2012, 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).
 
IN WITNESS WHEREOF , this Note is executed as of the date set forth above.
 
Attest:
 
COLONIAL AUTO FINANCE, INC. ,
an Arkansas corporation
/s/ Jeffrey A. Williams
   
Secretary
 
By:
/s/ William H. Henderson
     
Title:  President

 













Signature Page to Third Amended and Restated Revolver Note - BOKF
EXHIBIT 4.6
 
COLONIAL AMENDED AND RESTATED REVOLVER NOTE
 
September 20, 2012 $18,800,000  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 EIGHTEEN MILLION EIGHT HUNDRED THOUSAND DOLLARS ($18,800,000), 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 Amended and Restated Loan and Security Agreement dated as of March 9, 2012, 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).
 
IN WITNESS WHEREOF , this Note is executed as of the date set forth above.
 
Attest:
 
COLONIAL AUTO FINANCE, INC. ,
an Arkansas corporation
/s/ Jeffrey A. Williams
   
Secretary
 
By:
/s/ William H. Henderson
     
Title:  President

 









 
Signature Page to Amended and Restated Revolver Note - Tennessee
EXHIBIT 4.7
 
COLONIAL THIRD AMENDED AND RESTATED REVOLVER NOTE
 
September 20, 2012 $14,200,000  Bentonville, Arkansas
 
COLONIAL AUTO FINANCE, INC. , an Arkansas corporation (“ Borrower ”), for value received, hereby unconditionally promise to pay to the order of ARVEST BANK (“ Lender ”), the principal sum of FOURTEEN MILLION TWO HUNDRED THOUSAND DOLLARS ($14,200,000), 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 Amended and Restated Loan and Security Agreement dated as of March 9, 2012, 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).
 
IN WITNESS WHEREOF , this Note is executed as of the date set forth above.
 
Attest:
 
COLONIAL AUTO FINANCE, INC. ,
an Arkansas corporation
/s/ Jeffrey A. Williams
   
Secretary
 
By:
/s/ William H. Henderson
     
Title:  President

 















 
Signature Page to Third Amended and Restated Revolver Note - Arvest