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Exhibit 4.8
SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT ("Amendment") is
dated effective as of December 15, 2008 (“Effective
Date”), 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”).
RECITALS
A. Reference
is made to the Revolving Credit Agreement dated as of June 23,
2005, and amended effective June 23, 2005, August 19, 2005,
September 30, 2005, April 28, 2006, December 31, 2006 and May 16,
2008 (as amended, the "ACM Agreement"), by and among Borrower and
Bank, pursuant to which currently exists a $10,000,000 Revolving
Line ("RLOC") of Credit and a $10,000,000 Term Loan ("Term Loan")
in favor of Borrower.
B. Borrower
and Bank hereby intend to make certain changes to the ACM Credit
Agreement, including without limitation an extension of the
commitment as to and maturity date of the RLOC. Terms
used herein shall have the meanings given in the ACM Credit
Agreement unless otherwise defined herein.
AGREEMENT
For valuable consideration received, the parties agree to the
following.
1. Amendments to ACM Agreement. The ACM Agreement is amended
as follows.
1.1 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, 2010.
1.2. The
defined term "ACM-Texas Sub-Debt" is hereby amended to evidence
that the amount "$5,000,000" shall now mean and read
"$8,000,000."
1.3.
Section 2.05 (Unused Portion Fee) is hereby deleted; provided that
any amounts accrued through the Effective Date shall be paid by
Borrower to Agent upon the execution hereof.
1.4. Section
2.15 (Audit Fees) is deleted and replaced wit the following:
"Section 2.15. 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, pursuant to the Financial Covenants in
Article 7, or elsewhere pursuant to the loan documents), then the
adjusted amount(s) reasonably determined by the Bank’s
auditors shall be deemed to be the correct amount(s) until such
time, if ever, that the Borrower shall provide convincing evidence
to the Bank to the contrary. The Borrower agrees to pay
to the Bank (i) all costs and fees reasonably incurred by the
Bank's internal auditors in connection with quarterly audits of the
Borrower performed by such auditors and (ii) all costs and fees of
any third party auditors and/or representatives retained by Bank,
during the term of this Agreement; provided that, prior to the
occurrence of an Event of Default, the Bank shall not be entitled
to reimbursement for any such costs and fees under (i) incurred in
connection with audits in excess of $5,000 plus any other costs and
fees relating to such audit during any year, including costs and
fees incurred by third party or external auditors engaged by the
Bank on its behalf (with each year beginning on the Closing Date or
an anniversary date thereof and ending twelve (12) months
thereafter) of this Agreement. At the discretion of the
Bank, a pro-rata portion of the audit fee may be payable in arrears
on the first day of each month commencing with the month
immediately following the Closing Date otherwise will be collected
by the Bank at its discretion. Notwithstanding the
foregoing, upon the occurrence of any Event of Default, the
Borrower shall pay all of the Bank's costs incurred in connection
with the verification, audit, and inspection of the Collateral
without regard to the foregoing limitations.”
1
1.5. A
new Section 2.17 is added as follows:
"Section 2.17. Facility Fee. The Borrower
agrees to pay to the Bank an annual Facility Fee equal to $12,500
payable on the last day of each fiscal quarter, commencing December
31, 2008, so long as this Agreement is in effect."
1.6. Section
6.11 (New Car Lots) is amended to replace the number “ten
(10)” to now mean and read “fifteen (15)” with
respect to new car lots opened annually.
1.7. Section
7.01 (Leverage Ratio) is amended to read as follows:
“Section 7.01. Leverage Ratio. At all time,
calculated as of the last day of each month, maintain a ratio of
Funded Debt to EBITDA for the trailing twelv
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