Hometown Auto Retailers Inc Sample Contracts

Hometown Auto Retailers Inc – CERTIFICATE OF MERGER OF HOMETOWN ACQUISITION I CORPORATION WITH AND INTO HOMETOWN AUTO RETAILERS, INC. (Under Section 251 of the General Corporation Law of the State of Delaware) (February 1st, 2007)
Hometown Auto Retailers Inc – AGREEMENT AND PLAN OF MERGER of HOMETOWN ACQUISITION I CORPORATION (a Delaware corporation) with and into HOMETOWN AUTO RETAILERS, INC. (a Delaware corporation) (November 24th, 2006)

At the Effective Time, each of the issued and outstanding shares of Class A Common Stock and Class B Common Stock, par value $0.001 per share, of the Surviving Corporation owned immediately before the Effective Time by stockholders of the Surviving Corporation other than members of the Shaker Group or the Muller Group (as defined below) (the “Public Stockholder Shares”) shall be converted into and become a right to receive cash in the amount of $2.30 per share in cash ($2.40 per share reduced by legal fees in the amount of $0.10); provided, however, that any of the Public Stockholder Shares which are owned by stockholders who perfect their appraisal rights pursuant to Title 8, Section 262 of the General Corporation Law of the State of Delaware (the “Dissenting Shares”) shall be converted into and become a right to receive the fair value of such shares as determined pursuant to Title 8, Section 262 of the General Corporation Law of the State of Delaware.

Hometown Auto Retailers Inc – Hometown Auto Retailers Settles Shareholder Lawsuit and Agrees to Acquire 2.98 Million Class A Shares and Options of Common Stock Following acquisition of the shares, the company plans to complete the previously announced Exchange Agreement and become a private entity (June 8th, 2006)

WATERBURY, Conn. - June 8, 2006 - Hometown Auto Retailers, Inc. (OTC BB: HCAR) today announced it has settled a shareholder lawsuit, and as a result, the company will acquire 2.74 million shares and 242,500 options of Class A common stock, representing all of the shares not held by the Shaker or Muller families, currently the two largest groups of shareholders of Hometown Auto shares.

Hometown Auto Retailers Inc – MASTER LOAN AND SECURITY AGREEMENT (March 31st, 2006)

THIS MASTER LOAN AND SECURITY AGREEMENT (this "Agreement"), dated February ____, 2006, is by and between HOMETOWN AUTO FRAMINGHAM, INC., a Massachusetts corporation (''Borrower'') and FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Lender"), whose address is 352 Turnpike Road, Southboro, MA 01772 ("Lender's Address").

Hometown Auto Retailers Inc – MORTGAGE ASSIGNMENT OF LEASES AND RENTS SECURITY AGREEMENT FIXTURE FILING (March 31st, 2006)

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Mortgage"), dated February ____, 2006, is from BAY STATE REALTY HOLDINGS, INC., a Massachusetts corporation (''Borrower''), as Borrower, whose address is 1309 South Main Street, Waterbury, CT 06706 ("Borrower's Address"), to FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Lender"), as Lender, whose address is 2nd Floor Southboro Place, 352 Turnpike Road, Southboro, Massachusetts 01772 ("Lender's Address"). Borrower's tax identification number is _____________.

Hometown Auto Retailers Inc – ENVIRONMENTAL INDEMNITY AGREEMENT (March 31st, 2006)

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) made as of February _____, 2006, by BAY STATE REALTY HOLDINGS, INC., a Massachusetts corporation, having an office at 1309 South Main Street, Waterbury, CT 06706, (“Borrower”) HOMETOWN AUTO FRAMINGHAM, INC., a Massachusetts corporation, having an office at 1309 South Main Street, Waterbury, CT 06706, FAMILY FORD, INC., a Connecticut corporation, having an office at 1200 Wolcott Street, Waterbury, CT 06705, SHAKER’S INC., a Connecticut corporation, having an office at 831 Straits Turnpike, Watertown, CT 06795, HOMETOWN BRATTLEBORO, INC., a Vermont corporation, having an office at 1270 Putney Road, North Brattleboro, VT 05304, SHAKER AUTO GROUP, INC., a Connecticut corporation, having an office at 1309 South Main Street, Waterbury, CT 06706, COREY SHAKER, an individual, having an address at 5 Gate Post Lane, Woodbury, CT 06798, JOSEPH SHAKER, an individual, having an address at 130 Pine Street, Needham, MA 02492, STEVEN SHAKER, an

Hometown Auto Retailers Inc – LOAN SUPPLEMENT TO MASTER LOAN AND SECURITY AGREEMENT (Capital Loan) (March 31st, 2006)
Hometown Auto Retailers Inc – PROMISSORY NOTE (Mortgage Loan) (March 31st, 2006)

FOR VALUE RECEIVED, BAY STATE REALTY HOLDINGS, INC., a Massachusetts corporation ("Borrower"), whose address is 1309 South Main Street, Waterbury, CT 06706 promises to pay to FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Lender"), or order, at 2nd Floor Southboro Place, 352 Turnpike Road, Southboro, Massachusetts 01772, or such other place as Lender may designate in writing, the principal sum of SIX MILLION THIRTY FIVE THOUSAND DOLLARS ($6,035,000.00), together with interest on the principal balance outstanding from time to time (the "Principal Balance"), in accordance with the terms and conditions of this Promissory Note (this "Note"):

Hometown Auto Retailers Inc – CONTINUING GUARANTY AND SECURITY AGREEMENT (March 31st, 2006)

THIS CONTINUING GUARANTY AND SECURITY AGREEMENT (this "Guaranty"), dated February _____, 2006, is from the undersigned (collectively, "Guarantor"), whose addresses are set forth below (collectively, "Guarantors' Address"), to FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Lender").

Hometown Auto Retailers Inc – CROSS-DEFAULT AND CROSS-COLLATERALIZATION AGREEMENT (March 31st, 2006)

THIS CROSS-DEFAULT AND CROSS-COLLATERALIZATION AGREEMENT (this "Agreement") made as of February _____, 2006, by BAY STATE REALTY HOLDINGS, INC., a Massachusetts corporation, HOMETOWN AUTO FRAMINGHAM, INC., a Massachusetts corporation, FAMILY FORD, INC., a Connecticut corporation, SHAKER’S INC., a Connecticut corporation, HOMETOWN BRATTLEBORO, INC., a Vermont corporation, SHAKER AUTO GROUP, INC., a Connecticut corporation, COREY SHAKER, an individual, JOSEPH SHAKER, an individual, STEVEN SHAKER, an individual, JANET SHAKER, an individual, and EDWARD SHAKER, an individual (each an "Obligor" and collectively, "Obligors") and FORD MOTOR CREDIT COMPANY, a Delaware corporation.

Hometown Auto Retailers Inc – GUARANTY AND SECURITY AGREEMENT (March 31st, 2006)

This GUARANTY AND SECURITY AGREEMENT, dated February ____, 2006, is from HOMETOWN AUTO FRAMINGHAM, INC., a Massachusetts corporation, FAMILY FORD, INC., a Connecticut corporation, SHAKER’S INC., a Connecticut corporation, HOMETOWN BRATTLEBORO, INC., a Vermont corporation, and SHAKER AUTO GROUP, INC., a Connecticut corporation (collectively "Guarantor"), whose addresses are respectively 1309 South Main Street, Waterbury, CT 06706; 1200 Wolcott Street, Waterbury, CT 06705; 831 Straits Turnpike, Watertown, CT 06795; 1270 Putney Road, North Brattleboro, VT 05304; and 1309 South Main Street, Waterbury, CT 06706 (collectively "Guarantor's Address"), to FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Lender").

Hometown Auto Retailers Inc – CROSS-DEFAULT AND CROSS-COLLATERALIZATION AGREEMENT (March 31st, 2006)

THIS CROSS-DEFAULT AND CROSS-COLLATERALIZATION AGREEMENT (this "Agreement") dated February _____, 2006, is by and among HOMETOWN AUTO FRAMINGHAM, INC., a Massachusetts corporation, JOSEPH SHAKER, an individual, BAY STATE REALTY HOLDINGS, INC., a Massachusetts corporation, FAMILY FORD, INC., a Connecticut corporation, SHAKER’S INC., a Connecticut corporation, HOMETOWN BRATTLEBORO, INC., a Vermont corporation, SHAKER AUTO GROUP, INC., a Connecticut corporation, COREY SHAKER, an individual, STEVEN SHAKER, an individual, JANET SHAKER, an individual, and EDWARD SHAKER, an individual (each an "Obligor" and collectively, "Obligors") and FORD MOTOR CREDIT COMPANY ("Lender").

Hometown Auto Retailers Inc – ASSET AND FRANCHISE PURCHASE AGREEMENT (December 8th, 2005)

This Asset and Franchise Purchase Agreement ("Agreement") is made as of December 5, 2005, between NISSAN OF NATICK, INC. a Massachusetts corporation with an office and principal place of business at 671 Worcester Road, Natick, Massachusetts 01760 (“Seller”) and HOMETOWN AUTO RETAILERS, INC., a Delaware corporation with a principal place of business at 1309 South Main Street, Waterbury, Connecticut 06706 (“Buyer”).

Hometown Auto Retailers Inc – EXCHANGE AGREEMENT (June 2nd, 2005)

EXHIBIT 99.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT ("Agreement") is made and entered into as of the 2nd day of June, 2005, by and among HOMETOWN AUTO RETAILERS, INC. (the "Company"), a Delaware corporation with an office and place of business at 1309 South Main Street, Waterbury, Connecticut 06706; ERR ENTERPRISES, INC., ("ERR"), FAMILY FORD, INC. ("Family Ford"), SHAKER'S, INC. ("Shaker's"), SHAKER'S LINCOLN/MERCURY AUTO CARE, INC. ("Shaker's Lincoln/Mercury"), HOMETOWN BRATTLEBORO, INC. ("Hometown Brattleboro"), HOMETOWN AUTO FRAMINGHAM, INC. ("Hometown Framingham") BAY STATE REALTY HOLDINGS, INC. ("Bay State") and BRATTLEBORO REALTY HOLDINGS, INC. ("Brattleboro") (collectively the "New England Subsidiaries"), and the INDIVIDUALS LISTED ON EXHIBIT A attached hereto who are shareholders of Hometown and who are members of the Shaker family (the "Shaker Group"). WHEREAS, the Company sells new and used c

Hometown Auto Retailers Inc – Hometown Auto Retailers Announces Exchange Agreement (June 2nd, 2005)

EXHIBIT 99.2 Hometown Auto Retailers Announces Exchange Agreement WATERBURY, Conn. - June 2, 2005 - Hometown Auto Retailers, Inc. (OTC BB: HCAR) today announced that it has entered into an exchange agreement with the New England subsidiaries of Hometown Auto and various members of the Shaker family. Pursuant to the agreement, Hometown Auto will organize a new corporation to be called Shaker Auto Group, Inc., with Hometown Auto initially owning all of the stock of Shaker Auto Group. After the formation of Shaker Auto Group, Hometown Auto will transfer to Shaker Auto Group all of the shares of stock of its New England subsidiaries, plus $5 million in cash (subject to adjustment for fluctuations in the value of certain assets and liabilities of the New England subsidiaries). Immediately following this transfer, Hometown Auto will transfer all of the outstanding shares of stock of Shaker Auto Group to various members of the Shaker family i

Hometown Auto Retailers Inc – NON-NEGOTIABLE PROMISSORY NOTE (May 24th, 2002)

EXHIBIT 4.6 HOMETOWN AUTO RETAILERS, INC. NON-NEGOTIABLE PROMISSORY NOTE $240,000.00 New York, New York June 28, 2001 FOR VALUE RECEIVED, Hometown Auto Retailers, Inc., (the "Maker"), hereby promises to pay to Autos of Newburgh, Inc., or it assigns (the "Holder"), at its offices at 2934 Route 9W, New Windsor, New York 12553, the amount of Two Hundred Forty Thousand Dollars ($240,000.00), without interest, at the rate of Eleven Thousand Four Hundred and Twenty Eight Dollars and 57/100 cents ($11,428.57) per month commencing as of April 1, 2001. The payments for April and May 2001 shall be made on or before July 6, 2001, and the remaining installments shall be made within 15 days of the end of each calendar month commencing July 15, 2001 with a last and final payment of Eleven Th

Hometown Auto Retailers Inc – MODIFICATION AGREEMENT (May 24th, 2002)

EXHIBIT 10.32 MODIFICATION AGREEMENT AGREEMENT dated as of January 6, 1999 by and among FALCON FINANCIAL LLC ("Falcon"), MULLER CHEVROLET, OLDSMOBILE, ISUZU, INC. ("Muller Chevrolet"), MULLER AUTOMOTIVE GROUP, INC. ("Muller Automotive") and HOMETOWN AUTO RETAILERS, INC. ("Hometown"). WHEREAS, on February 19, 1998 Falcon loaned Rellum Realty Co. ("Rellum") Six Million ($6,000,000) Dollars which loan was guaranteed by Muller Chevrolet and Muller Automotive (collectively, the "Guarantors"), tenants of Rellum and such Guarantees were collateralized by security agreements and leasehold mortgages entered into by the Guarantors; and WHEREAS, on July 31, 1998 Hometown closed an initial public offering of its Common Stock and in connection therewith acquired all the outstanding stock of the Guarantors; and WHEREAS, in connection with the acquisition of the outstanding stock of Guarantors and for other good and valuable consideration, Ho

Hometown Auto Retailers Inc – GUARANTEE (May 24th, 2002)

EXHIBIT 10.30 GUARANTEE THIS GUARANTEE (this "Guarantee"), dated as of January 5, 1999, is made by Hometown Auto Retailer, Inc., a Delaware corporation having its principal office at 831 Straits Turnpike, Watertown, Connecticut 06795 (the "Guarantor"), in favor of Falcon Financial, LLC, a Delaware limited liability company (together with its successors and assigns, the "Secured Party"). PRELIMINARY STATEMENT Rellum Realty Co., a partnership organized under the law of the State of New Jersey ("Borrower") with an office at Route 31, P .0. Box 5000, Clinton, New Jersey 08809 has requested that Secured Party permit certain modifications to be made to the Leases for real property situate at Route 173, Phillipsburg, New Jersey and Route 31 & Van Syckle Avenue, Clinton, New Jersey, which Leases were delivered in connection with the Loan (as defined in the Security Agreement (the "Security Agreement")

Hometown Auto Retailers Inc – WARRANT FOR THE PURCHASE OF (May 24th, 2002)

EXHIBIT 4.5 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTEHCATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE SAID ACT. For the Purchase of______________ shares of Class A Common Stock WARRANT FOR THE PURCHASE OF SHARES OF CLASS ACOMMON STOCK OF HOMETOWN AUTO RETAILERS, INC. (A Delaware corporation) Hometown Auto Retailers, Inc., a Delaware corporation (the "Company"), hereby certifies that for value received: or registered assigns ("Registered Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at any time or fro

Hometown Auto Retailers Inc – WARRANT FOR THE PURCHASE OF (August 22nd, 2001)

EXHIBIT 4.5 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTEHCATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE SAID ACT. For the Purchase of___________ shares of Class A Common Stock WARRANT FOR THE PURCHASE OF SHARES OF CLASS ACOMMON STOCK OF HOMETOWN AUTO RETAILERS, INC. (A Delaware corporation) Hometown Auto Retailers, Inc., a Delaware corporation (the "Company"), hereby certifies that for value received: or registered assigns ("Registered Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at any time o

Hometown Auto Retailers Inc – NON-NEGOTIABLE PROMISSORY NOTE (August 22nd, 2001)

EXHIBIT 4.6 HOMETOWN AUTO RETAILERS, INC. NON-NEGOTIABLE PROMISSORY NOTE $240,000.00 New York, New York June 28, 2001 FOR VALUE RECEIVED, Hometown Auto Retailers, Inc., (the "Maker"), hereby promises to pay to Autos of Newburgh, Inc., or it assigns (the "Holder"), at its offices at 2934 Route 9W, New Windsor, New York 12553, the amount of Two Hundred Forty Thousand Dollars ($240,000.00), without interest, at the rate of Eleven Thousand Four Hundred and Twenty Eight Dollars and 57/100 cents ($11,428.57) per month commencing as of April 1, 2001. The payments for April and May 2001 shall be made on or before July 6, 2001, and the remaining installments shall be made within 15 days of the end of each calendar month commencing July 15, 2001 with a last and final payment of Eleven Th

Hometown Auto Retailers Inc – SECURITY AGREEMENT (April 17th, 2001)

EXHIBIT 10.30 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement") dated as of ___________________, 2001 made by each of the entities listed on the signature pages hereto, jointly and severally, (each referred to individually herein as a "Grantor," and collectively, the "Grantors"), to FORD MOTOR CREDIT COMPANY, a Delaware corporation, ("Ford Credit"). PRELIMINARY STATEMENTS: WHEREAS, Ford Credit has extended and will extend wholesale credit lines and other credit facilities (the "Wholesale Facilities") Hometown Auto Retailers, Inc., a Delaware corporation ("Hometown") and to certain dealership subsidiaries now existing or hereafter acquired by Hometown) over which Hometown exercises control, directly or indirectly (collectively, the "Dealerships" and individually each a "Dealership"); WHEREAS, each Grantor and Ford Credit have entered into a Guaranty dated as of e

Hometown Auto Retailers Inc – SECURITY AGREEMENT (April 17th, 2001)

EXHIBIT 10.29 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement") dated as of ___________________, 2001 made by each of the entities listed on the signature pages hereto, jointly and severally, (each referred to individually herein as a "Grantor," and collectively, the "Grantors"), to FORD MOTOR CREDIT COMPANY, a Delaware corporation, ("Ford Credit"). PRELIMINARY STATEMENTS: WHEREAS, Ford Credit has extended and will extend wholesale credit lines and other credit facilities (the "Wholesale Facilities") to Hometown Auto Retailers, Inc., a Delaware corporation ("Hometown") and to certain dealership subsidiaries now existing or hereafter acquired by Hometown over which Hometown exercises control, directly or indirectly (collectively, the "Dealerships" and individually each a "Dealership"); WHEREAS, each Grantor and Ford Credit have entered into a Guaranty dated as of

Hometown Auto Retailers Inc – GUARANTY (April 17th, 2001)

EXHIBIT 10.32 GUARANTY GUARANTY (this "Guaranty") dated _______________, 2001 made by each of the entities listed on the signature pages hereto, jointly and severally, (each referred to individually herein as a "Guarantor", and collectively, the "Guarantors"), in favor of FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Ford Credit"). PRELIMINARY STATEMENTS WHEREAS, Ford Credit has extended and will extend wholesale credit lines and other credit facilities (the "Wholesale Facilities") to Hometown Auto Retailers, Inc., a Delaware corporation ("Hometown") and to certain dealership subsidiaries now existing or hereafter acquired by Hometown over which Hometown exercises control, directly or indirectly (collectively, the "Dealerships" and individually, each a "Dealership"); and WHEREAS, Shaker's Lincoln/Mercury Car Care, Inc. and E.R.R. Enterprises, Inc., both of which are subsidiaries o

Hometown Auto Retailers Inc – GUARANTY (April 17th, 2001)

EXHIBIT 10.33 GUARANTY GUARANTY (this "Guaranty") dated _______________, 2001 made by each of the entities listed on the signature pages hereto, jointly and severally, (each referred to individually herein as a "Guarantor", and collectively, the "Guarantors"), in favor of FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Ford Credit"). PRELIMINARY STATEMENTS WHEREAS, Ford Credit has extended and will extend wholesale credit lines and other credit facilities (the "Wholesale Facilities") to Hometown Auto Retailers, Inc., a Delaware corporation ("Hometown") and to certain dealership subsidiaries now existing or hereafter acquired by Hometown over which Hometown exercises control, directly or indirectly (collectively, the "Dealerships" and individually, each a "Dealership"); and WHEREAS, it is a condition precedent to extending the Wholesale Facilities that each Guarantor executes and del

Hometown Auto Retailers Inc – CROSS-DEFAULT AGREEMENT (April 17th, 2001)

EXHIBIT 10.31 CROSS-DEFAULT AGREEMENT THIS CROSS-DEFAULT AGREEMENT (this "Agreement") dated _____________________, 2001, is by and among Hometown Auto Retailers, Inc., a Delaware corporation, ("Hometown"), and each of the entities listed on the guarantor signature block of this Agreement (collectively, "Guarantor") and FORD MOTOR CREDIT COMPANY a Delaware corporation, ("Ford Credit"). WHEREAS, Ford Credit has separately extended or will separately extend wholesale credit lines and other credit facilities (the "Wholesale Facilities") to Hometown and to certain of the Guarantors operating dealership subsidiaries, now existing or hereafter acquired by Hometown over which the Hometown exercises control, directly or indirectly; and WHEREAS, as a condition of extending the Wholesale Facilities, Ford Credit has required that Hometown guaranty the obligations of each Guarantor; and WHEREAS, as an addit

Hometown Auto Retailers Inc – CREDIT AGREEMENT (April 7th, 1999)

W&S DRAFT 1/05/99 ================================================================================ CREDIT AGREEMENT Dated as of January 6, 1999 among HOMETOWN AUTO RETAILERS, INC., as a Guarantor, WESTWOOD LINCOLN MERCURY SALES, INC., SHAKER'S INC., FAMILY FORD, INC., HOMETOWN AUTO FRAMINGHAM, INC. and HOMETOWN BRATTLEBORO, INC. as Borrowers, MULLER AUTOMOTIVE GROUP, INC., and MULLER CHEVROLET, OLDSMOBILE, ISUZU, INC.,

Hometown Auto Retailers Inc – SUPPLEMENTAL AGREEMENT TO (July 28th, 1998)

Exhibit 10.28 SUPPLEMENTAL AGREEMENT TO GENERAL MOTORS CORPORATION DEALER SALES AND SERVICE AGREEMENT This Supplemental Agreement to General Motors Corporation Dealer Sales and Service Agreement is entered into between Hometown Auto Retailers, Inc. and General Motors Corporation. WHEREAS Hometown Auto Retailers, Inc. is interested in acquiring ownership of one or more GM Dealerships in selected areas of the United States; WHEREAS, die parties desire to enter into a positive end productive business relationship which will accomplish our mutual goals and promote sales of GM products consistent with GM's brand strategy for its products and focus on total customer enthusiasm; WHEREAS, the organization and ownership structure of Hometown Auto Retailers, Inc. and its retail operating systems are such that the terms of the Dealer Agreement

Hometown Auto Retailers Inc – SUPPLEMENTAL AGREEMENT TO (July 28th, 1998)

Exhibit 10.26 SUPPLEMENTAL AGREEMENT TO DEALER SALES AND SERVICE AGREEMENT (PUBLICLY TRADED COMPANY) THIS SUPPLEMENTAL AGREEMENT (this "Supplemental Agreement"), dated as of April 27, 1998, is entered into among Muller Chevrolet, Oldsmobile, Isuzu, Inc., dba Muller Isuzu ("Dealer") Hometown Auto Retailers, Inc. ("Public Company") and American Isuzu Motors Inc. ("Distributor"). WHEREAS, Distributor and Dealer are parties to a Dealer Sales and Service Agreement dated December 14, 1995 (the "Dealer Agreement") which authorizes Dealer to conduct dealership operations from the Dealership Locations identified in the Dealer Agreement; WHEREAS, the shareholders of Dealer have sold or intend to sell all of the issued and outstanding shares of stock of Dealer to Public Company (the "Acquisition"); WHEREAS, in accordanc

Hometown Auto Retailers Inc – FORM OF STOCK OPTION AGREEMENT (July 13th, 1998)

Exhibit 10.24 HOMETOWN AUTO RETAILERS, INC. FORM OF STOCK OPTION AGREEMENT Dated: _________, 1998 Hometown Auto Retailers, Inc. a Delaware corporation (the "COMPANY"), grants to _____________ (the "OPTIONEE"), a stock option to purchase a total of _______ shares of the Company's Common Stock, par value $.001 per share, at the initial public offering price of $______ per share on the terms and conditions set forth herein and in the Company's 1998 Stock Option Plan. 1. DURATION. This option shall expire five (5) years from the date hereof (the "Termination Date"). 2. CHARACTERIZATION OF OPTIONS. The option granted pursuant to this Agreement is intended to constitute and qualify as an Incentive Stock Option, as defined by Section 422 of the Internal Revenue Code of 19

Hometown Auto Retailers Inc – UNDERWRITING AGREEMENT (July 13th, 1998)

EXHIBIT 1.1 HOMETOWN AUTO RETAILERS, INC. AND PAULSON INVESTMENT COMPANY, INC. ___________________ UNDERWRITING AGREEMENT Dated July _______, 1998 ==================================

Hometown Auto Retailers Inc – WARRANT AGREEMENT (July 13th, 1998)

Exhibit 4.3 -------------------------------------------------------- HOMETOWN AUTO RETAILERS, INC. AND PAULSON INVESTMENT COMPANY, INC. ___________ REPRESENTATIVE'S WARRANT AGREEMENT Warrants for Purchase of 200,000 Shares of Class A Common Stock of Hometown Auto Retailers, Inc.

Hometown Auto Retailers Inc – LEASE (July 13th, 1998)

Exhibit 10.23 LEASE ----- THIS LEASE, made as of April 20, 1998, between the Landlord identified on Schedule A ("Landlord") and HOMETOWN AUTO RETAILERS, INC., a Delaware corporation, having its principal office at 831 Straits Turnpike, Watertown, Connecticut 06795 ("Tenant"). W I T N E S S E T H: ARTICLE 1 - CERTAIN BASIC TERMS 1.1 SCHEDULE A hereto contains certain basic terms of this Lease, including the Premises, Commencement Date, Expiration Date, Base Rent and, if applicable, Lease Extension Option and Premises Purchase Option. Certain capitalized terms used herein shall have the meanings set forth in Schedule A. ARTICLE 2 - DEMISE AND TERM 2.1 Upon and subject to the terms and conditions set forth herein, La

Hometown Auto Retailers Inc – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION (July 13th, 1998)

Exhibit 3.6 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HOMETOWN AUTO RETAILERS, INC. Hometown Auto Retailers, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: 1. The name of the Corporation is Hometown Auto Retailers, Inc. 2. The Certificate of Incorporation of the Corporation is hereby amended to: (a) decrease and change the authorized capitalization from 32,000,000 shares consisting of 24,000,000 shares of Class A Common Stock, par value $.001 per share; 6,000,000 shares of Class B Common Stock, par value $.001 per share; and 2,000,000 shares of Preferred Stock, par value $.001 per share; into 29,760,000 shares consisting of 24,000,000 shares of Class A Common Stock, par value $.

Hometown Auto Retailers Inc – EMPLOYMENT AGREEMENT (July 13th, 1998)

Exhibit 10.11 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT dated as of the 20th day of April, 1998 between HOMETOWN AUTO RETAILERS, INC., a Delaware corporation (the "COMPANY"), with its principal place of business at 831 Straits Turnpike, Watertown, CT 06795 and MATTHEW J. VISCONTI JR. ("EXECUTIVE"), residing at 657 Daniel Court, Wyckoff, NJ 07481. 1. TERM. (a) Subject to the terms and conditions hereof, the term of employment of the Executive under this Agreement shall be for the five year period (the "EMPLOYMENT PERIOD") commencing (the "COMMENCEMENT DATE") on the closing date of the initial public offering of the Common Stock of the Company (the "OFFERING") and expiring on the fifth anniversary thereof, unless sooner terminated as provided in any of Sections 5, 6 or 7 hereof (the "TERMINATION DATE").