Exhibit 4.3


    
      

    

     

    

      
        Exhibit
          4.3
GUARANTY
        AGREEMENT

      


      


      THIS
        GUARANTY AGREEMENT (“Guaranty”) is made and delivered effective as of December
        31, 2006, by the undersigned, AMERICA’S
        CAR MART, INC.,
        an
        Arkansas corporation (the “Guarantor”), to BANK
        OF ARKANSAS, N.A.
        with its
        principal office and place of business in Fayetteville, Arkansas, as agent
        for
        the Banks (as defined in the Credit Agreement)(“Agent”).

      


      RECITALS

      


      A.    Banks
        have agreed to make a loan to COLONIAL
        AUTO FINANCE, INC.
        (“Borrower”), in the principal amount of FORTY MILLION DOLLARS ($40,000,000)
        (the “Loan”) pursuant to the terms and conditions of the Amended and Restated
        Agented Revolving Credit Agreement dated June 23, 2005, between Borrower
        and
        Banks (as amended, the “Credit Agreement”). Borrower’s obligation to repay the
        Loan is evidenced by Borrower’s promissory notes of even date payable to the
        order of Banks in the aggregate amount of $40,000,000 (separately and
        collectively, the “Note”).

      


      B.    Guarantor
        will benefit directly and indirectly from the making of the Loan to
        Borrower.

      


      C.    Banks
        are
        unwilling to extend the Loan to or otherwise deal with Borrower unless they
        receive an unconditional and continuing guaranty from Guarantor covering
        all
“Obligations” (as hereinafter defined).

      


      


      AGREEMENT

      


      For
        and
        in consideration of the Recitals and other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged by Guarantor, and
        in
        order to induce Banks to extend the Loan to Borrower, Guarantor hereby agrees
        with Banks as follows:

      


      Section
        1.    Guarantee.
        Guarantor hereby absolutely and unconditionally guarantees to Banks and their
        successors and assigns the due and punctual payment of all liabilities and
        the
        performance of all obligations of Borrower to Banks under the Note, and any
        other document or instrument executed by Borrower in connection with the
        Loan,
        primary or secondary (whether by way of endorsement or otherwise), whether
        now
        existing or hereafter arising, whether arising out of contracts, torts or
        otherwise, whether created directly with Banks or acquired by Banks through
        assignment, endorsement or otherwise; whether matured or unmatured; whether
        absolute or contingent; whether joint or several; as and when the same become
        due and payable (whether by acceleration or otherwise), in accordance with
        the
        terms of any such instruments, accounts receivable and other security
        agreements, contracts, drafts, leases or chattel paper, evidencing any such
        indebtedness, obligations or liabilities, including all renewals, extensions
        or
        modifications thereof (all liabilities and obligations of Borrower to Banks,
        including all of the foregoing, being hereinafter collectively referred to
        as
        the “Obligations”).

      


      Section
        2.    Operation
        of Guaranty.
        This is
        a guaranty of payment and not of collection, and Guarantor expressly waives
        any
        right to require that any action be brought against Borrower or any other
        guarantor of the Obligations or with respect to any security therefor. If
        Borrower shall default in payment or performance of any of the Obligations
        when
        due, Guarantor, upon written 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      demand
        by
        Banks, without notice other than such demand and without the necessity of
        further action by Banks, will promptly and fully make such payments and
        indemnify Banks and its officers, directors, employees, representatives,
        counsel
        and agents from and against any and all liabilities, obligations, losses,
        damages, penalties, actions, judgments, suits, costs, expenses or disbursements
        of any kind whatsoever which may at any time (including without limitation
        at
        any time following payment of the Loan and Note) be imposed on, incurred
        by or
        asserted against any such person in any way relating to or arising out of
        Borrower’s failure to pay its indebtedness to Banks subject to the limitations
        set forth in Section
        1.
        All
        payments by Guarantor shall be made in any coin or currency of the United
        States
        of America which on the respective dates of payment thereof is legal tender
        for
        the payment of public and private debts and which is immediately available
        to
        Banks at their principal offices in Arkansas (or such other place as Banks
        may
        designate in writing). Each default in payment or performance of the Obligations
        shall give rise to a separate cause of action hereunder, and separate suits
        may
        be brought hereunder as each cause of action arises.

      


      Section
        3.    Obligations
        of Guarantor Absolute and Unconditional.
        The
        obligations of Guarantor hereunder shall be absolute and unconditional, shall
        remain in full force and effect until (i) Guarantor has paid to Agent the
        full
        amount of its obligations hereunder, or (ii) all of the Obligations shall
        have
        been fully and indefeasibly paid and performed and shall not be impaired,
        modified, released or limited by any occurrence or condition whatsoever (other
        than full, final and indefeasible payment and performance of all of the
        Obligations) , including without limitation (a) any compromise, settlement,
        release, waiver, renewal, extension, indulgence or modification of or change
        in
        any of the Obligations, (b) any impairment, modification, release or limitation
        of the liability of Borrower, or any security for the Obligations, or any
        remedy
        for the enforcement thereof, resulting from the operation of any present
        or
        future provision of the U. S. Bankruptcy Code, as amended, or other statute
        or
        from the decision of any court, (c) the assertion or exercise by Banks of
        any
        other rights or remedies with respect to the Obligations or its delay in
        exercising or failure to assert or exercise any such rights or remedies,
        (d) the
        assignment or mortgaging or the purported assignment or mortgaging of any
        property as security for the Obligations, or the release of any such security,
        (e) any limitation of Borrower’s liability for the payment or performance of the
        Obligations imposed by applicable law, (f) the extension of the time for
        payment
        or performance of any of the Obligations or the extension or the renewal
        of any
        thereof, (g) the modification or amendment (whether material or otherwise)
        of
        the Note, (h) the voluntary or involuntary liquidation, dissolution, sale
        or
        other disposition of all or substantially all of the assets, marshaling of
        assets and liabilities, receivership, insolvency, bankruptcy, assignment
        for the
        benefit of creditors, reorganization, arrangement, composition or readjustment
        of, or other similar proceeding affecting Borrower, Guarantor, any other
        guarantor of the Obligations, or any of their affiliates, or any of their
        assets, or the disaffirmance of this Guaranty in any such proceeding, (i)
        the
        release, substitution or replacement of any security for the Obligations
        or any
        other guaranty thereof, (j) acceptance by Banks of any payment or performance
        which is defeasible, void or voidable, as a preference or otherwise, (k)
        the
        unenforceability, invalidity or voidability of the Note, or (1) any other
        occurrence, event or circumstance which might, but for this provision,
        constitute a legal or equitable discharge or defense of a guarantor or
        surety.

      


      Section
        4.    Waiver
        of Notice, etc.
        Guarantor unconditionally waives: (a) notice of any of the matters referred
        to
        in Section
        2
        hereof
        except written demand for payment hereunder; (b) any demand, proof or notice
        of
        nonpayment of the principal of or interest on the Note or of any other default
        in the due and timely payment and performance of any of the Obligations;
        (c)
        with respect to the Note, presentment for payment, notice of dishonor, protest
        and notice of protest; (d) all other notices to which Guarantor would otherwise
        be entitled; (e) the benefits of all provisions of law for a 


      
        
          
          

        

        
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      stay
        or
        delay of execution or any other remedy against Guarantor until a proceeding
        be
        commenced or a judgment be obtained against Borrower and be returned
        unsatisfied; and (f) to the fullest extent permitted by applicable law, all
        other rights and defenses of a guarantor or surety.

      


      Section
        5.    No
        Right of Setoff.
        No act
        of commission or omission of any kind or at any time upon the part of Borrower
        or Banks in respect of any matter whatsoever shall in any way affect or impair
        the rights of Banks to enforce any right, power or benefit of Banks under
        this
        Guaranty, and no setoff, claim, reduction or diminution of any obligation
        or any
        defense of any kind or nature which Guarantor has or may have against Borrower
        or Banks shall be available to Guarantor against Banks in any suit or action
        brought by Banks to enforce any right, power or benefit under this
        Guaranty.

      


      If
        any
        process is issued or ordered to be served upon Banks, seeking to seize
        Borrower’s or Guarantor’s rights or interests in any bank accounts maintained
        with Banks, the balances in any such accounts shall immediately be deemed
        to
        have been and shall be set off against any and all Obligations or all
        obligations and liabilities of the Guarantor, as of the time of the issuance
        of
        any such writ or process, whether or not Borrower, Guarantor or Banks shall
        then
        have been served therewith.

      


      Section
        6.    Extinguishment
        and Waiver of Subrogation and Contribution.
        

      


      (a)    If
        any
        payment of an Obligation shall at any time be repaid by the recipient thereof
        in
        compliance with an order of a court having jurisdiction over any bankruptcy
        or
        insolvency proceedings relating to Borrower, the amount so repaid shall be
        deemed not to have been paid and to be outstanding, and the obligation of
        Guarantor hereunder to satisfy such Obligation shall remain in full force
        and
        effect.

      


      (b)    Guarantor
        hereby irrevocably waives any claims or other rights which it now or hereafter
        acquire against Borrower that arise from the existence or performance of
        Guarantor’s obligations under this Guaranty including, without limitation, any
        right of subrogation, reimbursement, exoneration, contribution, indemnification,
        any right to participate in any claim or remedy of Banks against Borrower
        or any
        security or collateral which Banks now has or hereafter acquires, whether
        or not
        such claim, remedy or right arises in equity or under contract, statute or
        common law, by any payment made hereunder or otherwise including, without
        limitation, the right to take or receive from Borrower, directly or indirectly,
        in cash or other property or by setoff or in any other manner, payment or
        security on account of such claim or other rights. Guarantor hereby irrevocably
        agrees that it will not, until the Obligations are paid in full, exercise
        any
        rights which it may acquire by way of contribution under this Guaranty, by
        any
        payment made hereunder or otherwise including, without limitation, the right
        to
        take or receive from any other guarantor, directly or indirectly, in cash
        or
        other property or by setoff or in any other manner, payment or security on
        account of such contribution rights. If any amount shall be paid to Guarantor
        in
        violation of the preceding sentences and the Obligations shall not have been
        paid in full, such amount shall be deemed to have been paid to Guarantor
        for the
        benefit of, and held in trust for the benefit of, Banks and shall forthwith
        be
        paid to Banks to be credited and applied upon the Obligations, whether matured
        or unmatured.

      


      Section
        7.    Due
        Diligence.
        Guarantor acknowledges and represents that it has relied upon its own due
        diligence in making its own independent appraisal of Borrower and its business,
        affairs and financial condition, and will continue to be responsible for
        making
        its own independent 


      
        
          
          

        

        
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      appraisal
        of such matters, and has not relied upon and will not hereafter rely upon
        Banks
        for information for such appraisal or other assessment or review and, further,
        will not rely upon any such information which may now or hereafter be prepared
        by or for Banks for any appraisals regarding Borrower.

      


      Section
        8.    Events
        of Default.
        The
        occurrence of any Event of Default defined in the Credit Agreement shall
        constitute an “Event
        of
        Default”
        hereunder.

      


      Section
        9.    Remedies.
        Should
        any one or more Event of Default occur and be continuing after any applicable
        cure period, Banks may, at its option, enforce against Guarantor its liabilities
        hereunder and exercise such other rights and remedies as may be available
        to
        Banks hereunder, under the Note and otherwise.

      


      Section
        10.         Remedies
        Cumulative.
        No
        right or remedy herein conferred upon Banks is intended to be exclusive of
        any
        other right or remedy contained herein or in the Note or in any other instrument
        or document delivered pursuant to or in connection with the Note, and every
        such
        right or remedy contained herein and therein or now or hereafter existing
        at law
        or in equity, or by statute or otherwise, shall be cumulative. Banks may
        pursue,
        or refrain from pursuing, any remedy available to it at such times and in
        such
        order as it in its sole discretion shall determine, and Banks’ election as to
        such remedies shall not impair any remedies against Guarantor not then
        exercised.

      


      Section
        11.         Modification
        and Waiver.
        No
        modification or waiver of any provision of this Guaranty or of any document
        or
        instrument delivered pursuant hereto and no consent by Agent to any departure
        therefrom shall be effective unless such modification or waiver shall be
        in
        writing and signed by a duly authorized officer of Agent, and the same shall
        then be effective only for the period and on the conditions and for the specific
        instances and purposes specified in such writing. No notice to or demand
        on
        Guarantor in any case shall entitle Guarantor to any other or further notice
        or
        demand in similar or other circumstances.

      


      Section
        12.         Fees
        and Expenses.
        Guarantor shall reimburse Agent or Banks, or cause Agent or Banks to be
        reimbursed, for all out of pocket costs and expenses incurred by Agent or
        Banks
        with respect to the documentation or administration of this Guaranty or
        enforcing the terms hereof, including the reasonable fees and expenses of
        Agent’s
        or
        Banks’ attorneys.

      


      Section
        13.         Application
        of Proceeds.
        All
        proceeds of any security or any enforcement action received by Banks with
        respect to the Obligations may be applied by Banks to the Obligations in
        such
        order as Banks in its sole discretion may elect.

      


      Section
        14.         Governing
        Law.
        This
        Guaranty shall be construed in accordance with and governed by the laws of
        the
        State of Arkansas, without giving effect to the principles of the conflict
        of
        laws.

      


      Section
        15.         Service
        of Process.
        Guarantor hereby irrevocably consents and agrees that any legal action, suit
        or
        proceeding arising out of or in any way in connection with this Guaranty
        may be
        instituted or brought in all federal and state courts located in the State
        of
        Arkansas, as Banks may elect and, by the execution and delivery of this
        Guaranty, Guarantor hereby irrevocably and unconditionally accepts and submits
        to the exclusive jurisdiction of any such courts, and to all proceedings
        in such
        courts. Guarantor also consents that service of process in any such action
        or
        proceeding may be made upon Guarantor by mailing a copy of the summons and
        the
        complaint to Guarantor by registered mail, return receipt requested, at the
        address designated for notices to 


      
        
          
          

        

        
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      Guarantor
        under Section
        18
        of this
        Guaranty. Nothing in this Guaranty or elsewhere shall affect Banks’ right to
        serve process in any other manner permitted by law or limit the right of
        Banks
        to bring actions, suits or proceedings in the courts of any other
        jurisdiction.

      


      Section
        16.         Waiver
        of Jury Trial.
        GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY
        LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH OR ARISING OUT
        OF
        THIS GUARANTY, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR
        ENFORCEMENT OF THIS GUARANTY, OR ANY OTHER CLAIM OR DISPUTE, HOWSOEVER ARISING,
        BETWEEN GUARANTOR AND BANKS.

      


      Section
        17.         Captions.
        The
        captions of the Sections of this Guaranty are inserted for convenience only
        and
        shall not be deemed to constitute a part of this Guaranty.

      


      Section
        18.         Notices.
        Except
        as otherwise expressly permitted or provided herein, all notices, requests,
        demands and other communications provided for herein or in any instrument
        or
        document delivered pursuant hereto shall be in writing and shall be conclusively
        deemed to have been received by a party hereto and to be effective on the
        day on
        which delivered to such party at the address set forth below (or at such
        other
        address as such party shall specify to the others by notice in accordance
        with
        the provisions of this Section) or (unless receipt thereof is expressly required
        herein), if sent by registered or certified mail, postage prepaid, return
        receipt requested, on the second day after the day on which mailed (or the
        date
        of receipt, if earlier):

      


      TO
        LENDER:

      


      BANK
        OF
        ARKANSAS, N.A.

      P.O.
        Box
        1407

      Fayetteville,
        Arkansas 72702-1404

      Attention:
        Jeffrey R. Dunn

      


      WITH
        A
        COPY TO:

      


      RIGGS,
        ABNEY, NEAL, TURPEN, ORBISON & LEWIS

      502
        West
        Sixth Street

      Tulsa,
        Oklahoma 74119-1010

      Attention:
        Harley W. Thomas

      


      TO
        GUARANTOR:

      


      AMERICA’S
        CAR MART, INC.

      1501
        Southeast Welton Blvd.

      Bentonville,
        AR 72712

      Attention:
        Jeff Williams

      


      


      WITH
        A
        COPY TO:

      


      AMERICA’S
        CAR-MART, INC.

      251
        O’Conner Ridge Blvd., Suite 100

      Irving,
        Texas 75038

      Attention:
        T. J. Falgout, III

      


      



      
        
          
          

        

        
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      Section
        19.    Benefit.
        This
        Guaranty shall be binding upon and inure to the benefit of Guarantor and
        Banks
        and their respective successors and assigns.

      


      Section
        20     Severability.
        In case
        any one or more of the provisions contained in this Guaranty, or any instrument
        or other document delivered pursuant to this Guaranty, should be invalid,
        illegal or unenforceable in any respect, the validity, legality and
        enforceability of the remaining provisions contained herein and therein shall
        not in any way be affected or impaired thereby.

      


      Section
        21.    Singular
        and Plural, Etc.
        As used
        herein, the singular shall include the plural, the plural the singular, and
        the
        use of any gender shall be applicable to all genders.

      


      Section
        22.    Counterparts.
        This
        Guaranty may be executed in any number of counterparts, and all the counterparts
        taken together shall be deemed to constitute one and the same
        instrument.

      


      Section
        23.    Entire
        Agreement.
        This
        Guaranty constitutes the final, exclusive and complete statement of the
        agreement of the parties hereto with respect to the subject matter hereof,
        and
        all other prior or contemporaneous agreements with respect to the subject
        matter
        hereof are superseded hereby.

      


      Section
        24.    Incorporation,
        Good Standing, and Due Qualification.
        The
        Guarantor is a corporation duly incorporated, validly existing, and in good
        standing under the laws of the jurisdiction of its incorporation; has the
        corporate power and authority to own its assets and to transact the business
        in
        which it is now engaged or proposed to be engaged in; and is duly qualified
        as a
        foreign corporation and in good standing under the laws of each other
        jurisdiction in which such qualification is required.

      


      Section
        25.    Corporate
        Power and Authority.
        The
        execution, delivery, and performance by the Guarantor of the Loan documents
        to
        which it is a party have been duly authorized by all necessary corporate
        action
        and do not and will not (1) require any consent or approval of the stockholders
        of such corporation; (2) contravene such corporation’s charter or bylaws; (3)
        violate any provision of any law, rule, regulation (including, without
        limitation, Regulations U and X of the Board of Governors of the Federal
        Reserve
        System), order, writ, judgment, injunction, decree, determination, or award
        presently in effect having applicability to such corporation; (4) result
        in a
        breach of or constitute a default under any indenture or loan or credit
        agreement or any other agreement, lease, or instrument to which such corporation
        is a party or by which it or its properties may be bound or affected; (5)
        result
        in, or require, the creation or imposition of any Lien except as contemplated
        by
        this Agreement, upon or with respect to any of the properties now owned or
        hereafter acquired by such corporation; and (6) cause such corporation to
        be in
        default under any such law, rule, regulation, order, writ, judgment, injunction,
        decree, determination, or award or any such indenture, agreement, lease,
        or
        instrument.

      


      Section
        26.    Legally
        Enforceable Agreement.
        This
        Agreement is, and each of the other Loan Documents when delivered under this
        Agreement will be legal, valid, and binding obligations of the Guarantor
        enforceable against the Guarantor in accordance with their respective terms,
        except to the extent that such enforcement may be limited by applicable
        bankruptcy, insolvency, and other similar laws affecting creditors’ rights
        generally.


      
        
          
          

        

        
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      Section
        27.    Other
        Agreements.
        The
        Guarantor is not a party to any material indenture, loan, or credit agreement,
        or to any material lease or other agreement or instrument or subject to any
        charter or corporate restriction which is likely to have a Material Adverse
        Effect on the business, properties, assets, operations, or conditions, financial
        or otherwise, of the Guarantor or the ability of the Guarantor to carry out
        its
        obligations under the Loan Documents to which it is a party. The Guarantor
        is
        not in default in any respect in the performance, observance, or fulfillment
        of
        any of the obligations, covenants, or conditions contained in any agreement
        or
        instrument material to its business to which it is a party which is likely
        to
        have a Material Adverse Effect of the Guarantor.

      


      Section
        28.    Litigation.
        There
        is no pending or to the Guarantor=s
        knowledge threatened action or proceeding against or affecting the Guarantor
        before any court, governmental agency, or arbitrator, which is likely to,
        in any
        one case or in the aggregate, materially adversely affect the financial
        condition, operations, properties, or business of the Guarantor or the ability
        of the Guarantor to perform its obligations under the Loan Documents to which
        it
        is a party.

      


      Section
        29.    No
        Defaults on Outstanding Judgments or Orders.
        The
        Guarantor has satisfied all judgments, and the Guarantor is not in default
        with
        respect to any judgment, writ, injunction, decree, rule, or regulation of
        any
        court, arbitrator, or federal, state, municipal, or other governmental
        authority, commission, board, bureau, agency, or instrumentality, domestic
        or
        foreign; provided that noncompliance with the foregoing shall not constitute
        a
        Default if such noncompliance does not have a material adverse effect on
        the
        financial condition or operation of the Guarantor .

      


      IN
        WITNESS WHEREOF, Guarantor has hereunto set its hand and seal, and Agent
        of
        Banks has accepted this Guaranty, all as of the day and year first above
        written.

      


      
        	 	
                “Guarantor”

                


                AMERICA’S
                  CAR MART, INC.,
                  an Arkansas corporation

                


                


                


                By
                  /s/ Jeff Williams

                


                Jeff
                  Williams, Vice President

              


      

       

       

       

       

       

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