FIRST AMENDMENT TO AMENDED
AND RESTATED AGENTED
REVOLVING CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED
AGENTED REVOLVING CREDIT AGREEMENT ("Amendment") is dated effective as of September
30, 2005, by and among COLONIAL AUTO FINANCE, INC.
, an Arkansas corporation (“Borrower”), BANK OF
ARKANSAS, N.A. , GREAT SOUTHERN BANK ,
FIRST STATE BANK, BANK OF OKLAHOMA, N.A. ,
FIRST STATE BANK OF NORTHWEST ARKANSAS and
SOVEREIGN BANK , and one or more additional
lenders to be determined at a later date (“Additional
Lender”) (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 ("Credit Agreement"), by
and among Borrower, Bank (as defined in the Credit Agreement),
Agent and Bank of Oklahoma, N.A. as Paying Agent pursuant to which
a $34,500,000 Revolving Line of Credit was established in favor of
Borrower.
B.
Borrower has requested that Bank extend the maturity date of the
$34,500,000 Revolving Line of Credit; and Bank has agreed to
accommodate Borrower’s request, subject to the terms and
conditions hereof. Terms used herein shall have the meanings given
in the Credit Agreement unless otherwise defined herein.
AGREEMENT
For valuable consideration received, the parties
agree to the following.
1.
Amendments to Credit
Agreement . The Credit
Agreement is amended as follows.
1.1. The Credit Agreement is hereby amended to
evidence that effective as of the date hereof, Liberty Bank of
Arkansas and Arvest Bank (“Retiring Banks”) shall no
longer be included as Banks under the Credit Agreement, and First
State Bank of Northwest Arkansas and Sovereign Bank (“New
Banks”) shall be added as Banks under the Credit Agreement.
Retiring Banks shall no longer be bound by the terms of the Credit
Agreement nor entitled to the benefits of the Credit Agreement,
except as to matters which arose or Revolving Credit Loans which
were advanced prior to the date hereof, and shall not receive
payments of principal, interest or fees accrued or paid by the
Borrower under the Credit Agreement, except as to payments or fees
accrued or paid prior to the date hereof. Each New Bank is hereby
made a party to the Credit Agreement, effective as of the date
hereof and upon execution of a Signature Page hereto, and
thereafter shall be included as a Bank under the terms of the
Credit Agreement, and shall be bound by the terms of the Credit
Agreement and entitled to all benefits of the Credit Agreement as
though such New Bank had signed on the date of the Credit
Agreement; provided, however, that New Banks shall not receive
payments of principal, interest or fees accrued or paid by Borrower
under the Credit Agreement prior to the date hereof.
1.2. The Credit Agreement is hereby amended to
evidence that effective as of the date hereof, Bank of Oklahoma,
N.A. shall no longer serve as Paying Agent. All references
throughout the Credit Agreement and other Loan Documents to
“Paying Agent” shall now mean and read
“Agent”.
1.3. In Section 1.01 (Defined Terms), the definition
of “Borrowing Base” is amended to evidence that the
amount “$5,000,000” is hereby deleted and replaced with
the amount “$10,000,000”.
1.4. The Borrowing Base Certificate attached to the
Credit Agreement as Exhibit “A” is hereby
deleted and replaced with the Borrowing Base Certificate attached
as Schedule “1.4” hereto.
1.5. In Section 1.01 (Defined Terms), the definition
of “Interest Period” is hereby deleted and replaced
with the following:
“Interest Period” means, with
respect to any LIBOR Loan, the period commencing on the date such
Loan is made and ending, as the Borrower may select, pursuant to
Section 2.05 , on the numerically corresponding day in the
first, second, third, sixth, ninth, or twelfth calendar month
thereafter, except that each such Interest Period that commences on
the last day of a calendar month (or on any day for which there is
no numerically corresponding day in the appropriate subsequent
calendar month) shall end on the last day of the appropriate
subsequent calendar month; provided, however, that no Interest
Period may extend beyond the Termination Date.”
1.6. The Credit Agreement is hereby amended to
evidence that, effective as of the date hereof, the Revolving
Credit Commitment of each Bank shall be the amount opposite such
Bank’s name on its signature page hereto.
1.7. In Section 1.01 (Defined Terms), the definition
of “Termination Date” is amended to evidence that the
Termination Date is hereby extended to April 30, 2009.
1.8. Section 2.05 (Interest) is amended
to amended to evidence that the table contained therein is
hereby deleted and replaced with the following:
1.10. Section 2.05 (Interest) is hereby amended to
evidence the addition the following paragraph:
“The Adjusted LIBOR Rate and Adjusted
Prime Rate shall be recalculated on not less than a monthly basis,
upon Bank’s receipt of Borrower’s monthly financial
statements.”
1.11. Section 2.16 (Termination Fee) is hereby amended
to evidence that ”six (6) months” shall now mean and
read “fifteen (15) months.”
1.12. Section 2.17 (Audit Fees) is amended to evidence
that the following sentence is hereby added as the first sentence
of said Section 2.17:
“ Section 2.17. Audit
Fees. To the extent that Bank’s auditors reasonably
determine that any amounts reported by the Borrower are incorrect
(including amounts on a Borrowing Base Certificate, pur
