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Exhibit 4.1
FIFTH AMENDMENT TO AMENDED AND RESTATED
AGENTED
REVOLVING CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED AGENTED
REVOLVING CREDIT AGREEMENT ("Amendment") is
dated effective as of December 31, 2006, by and among
COLONIAL AUTO FINANCE, INC. , an
Arkansas corporation ("Borrower"), BANK OF ARKANSAS,
N.A. , GREAT SOUTHERN
BANK , FIRST STATE BANK,
FIRST STATE BANK OF NORTHWEST ARKANSAS , SOVEREIGN BANK ,
and ENTERPRISE BANK & TRUST , 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, and April 28, 2006 (as amended, the
"Colonial Credit Agreement"), by and among Borrower, the Banks
party thereto, and Agent, pursuant to which a $40,000,000 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 for compliance purposes. 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.
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1.1.
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The term "Borrowing Base" is hereby amended to
evidence that the amount "$20,000,000" shall now mean and read
"$10,000,000 plus the outstanding balance of the $9,134,000
Promissory Note payable by America’s Car Mart, Inc. and Texas
Car-Mart, Inc. to Bank of Oklahoma".
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1.2
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The term "Prime Rate" is amended to read as
follows:
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"Prime Rate" means a rate which is subject to
change from time to time based on changes in an index which is the
BOKF National Prime Rate, described as the rate of interest set by
BOK Financial Corporation, in its sole discretion, on a daily basis
as published by BOK Financial Corporation ("BOKF") from time to
time (the "Index"). The Index is not necessarily the lowest rate
charged by Lender on its loans and is set by Lender in its sole
discretion. If the Index becomes unavailable during the term of
this loan, Lender may designate a substitute index after notifying
Borrower. Lender will tell Borrower the current index rate upon
Borrower’s request. The interest rate change will not occur
more often than each day. Borrower understands that Lender may make
loans based on other rates as well. NOTICE: Under no circumstances
will the interest rate on this Note be more than the maximum
rate
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allowed by applicable law. Whenever increases
occur in the interest rate, Lender, at its option, may do one or
more of the following: (A) increase Borrower’s payments to
ensure Borrower’s loan will pay off by its original final
maturity date, (B) increase Borrower’s payments to cover
accruing interest, (C) increase the number of Borrower’s
payments, and (D) continue Borrower’s payments at the same
amount and increase Borrower’s final payment.
1.3. Section 2.05 is
hereby amended to replace the existing pricing grid with the
following:
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Tier
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Funded Debt to EBITDA*
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Adjusted Prime Rate
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Adjusted LIBOR Rate
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I
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<1.75
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Prime Rate minus
25 bps
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LIBOR Rate plus 275 bps
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II
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> 1.75 and
<2.00
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Prime Rate plus 0.0
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LIBOR rate plus
300 bps
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III
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> 2.00 and
<2.25
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Prime Rate plus
25 bps
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LIBOR rate plus
325 bps
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IV
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> 2.25 and
<2.50
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Prime Rate plus
50 bps
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LIBOR rate plus
350 bps
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V
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> 2.50 and
<3.50
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Prime Rate plus
75 bps
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LIBOR rate plus
375 bps
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VI
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> 3.5
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Prime Rate plus
100 bps
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LIBOR rate plus
400 bps
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*Combined Ratio for American Car Mart, Inc.,
Texas Car-Mart, Inc. and Colonial Auto Finance, Inc.
The Adjusted Rate shall be determined in
accordance with the foregoing table based on the combined Funded
Debt to EBITDA as reflected in the then most recent Financials.
Adjustments, if any, shall be effective five Business Days after
Bank of Arkansas, N.A. has received the applicable Financials. If
the Borrower fails to deliver the Financials at the time required,
then the rate shall be the highest rate set forth in the foregoing
table until five (5) Business Days after such Financials are so
delivered.
1.4 Section 2.16
(Termination Fee) is hereby amended to the extent that it shall
continue to be effective through December 31, 2007.
1.5. Article 7 is hereby
replaced with the following:
Article 7
FINANCIAL COVENANTS
The following financial covenants shall be
calculated based upon a combined financial basis of America's Car
Mart, Inc. and Colonial Auto Finance, Inc. So long as any Note
shall remain unpaid or any Bank shall have any Commitment under
this Agreement:
2
Section 7.01. Leverage Ratio. At
all times, calculated as of the last day of each month, maintain a
ratio of Funded Debt to EBITDA for the trailing twelve (12) month
period of no greater than 4.00 to 1.00, reducing to 3.50 to 1.00 on
November 1, 2007, 3.00 to 1.00 on February 1, 2008, 2.75
to
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