SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT ("Amendment") is dated effective as of September 30, 2005, 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”).

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 (as amended, the "Credit Agreement"), by and among Borrowers and Bank, pursuant to which the Bank established a $5,000,000 Revolving Line of Credit in favor of Borrower for the purpose of refinancing existing indebtedness and for working capital needs and general business purposes.

B.        Borrower has requested that Bank increase the $5,000,000 Revolving Line of Credit to $10,000,000, and extend the maturity date thereof; 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.

For valuable consideration received, the parties agree to the following.

1.            Amendments to Credit Agreement . The Credit Agreement is amended as follows.

1.1.    In Section 1.01 (Defined Terms), the definition of “ACM-Texas Sub-Debt” is hereby deleted and replaced with the following:

“’ACM-Texas Sub-Debt’ means the revolving line of credit provided to the Borrower by ACM-Texas, in an amount not to exceed Ten Million and No/100 Dollars ($10,000,000.00).”

1.2.    In Section 1.01 (Defined Terms), the definition of “Borrowing Base” is hereby deleted and replaced with the following:

“’Borrowing Base’ means, as of the date of determination, (i) $2,000,000, plus (ii) eighty percent (80%) of Borrower’s Eligible Inventory, plus (iii) eighty percent (80%) of the purchase price of the real property and equipment set forth on Exhibit “A-1” hereto.”

The list of real property and equipment to be attached to the Credit Agreement as Exhibit “A-1” is attached to this Amendment as Schedule 1.1 .

1.3.    In Section 1.01 (Defined Terms), the definition of “Commitment” is amended to evidence that the Commitment is hereby increased to $10,000,000.

1.4.    In Section 1.01 (Defined Terms), the definition of “Funded Debt” is hereby deleted and replaced with the following:

“’Funded Debt’ means all outstanding Debt for Borrowed Money (not including the Colonial Sub-Debt up to a maximum amount of $3,000,000).”

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 2.04 , 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.    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.

1.7.    Section 2.03 (Interest) is amended to evidence that the table contained therein is hereby deleted and replaced with the following:

1.8.    Section 2.03 (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.”

1.9.    Section 2.05 (Unused Portion Fee) is hereby deleted and replaced with the following:

“ Section 2.05. Unused Portion Fee. The Borrower agrees to pay to the Bank a commitment fee on the average daily unused portion of the Bank’s Commitment from the date hereof until the Termination Date at the rate of one-tenth of one percent (1/10 of 1%)