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,
