EXHIBIT 99.1Exchange Agreement • June 2nd, 2005 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Connecticut
STOCKHOLDERS AGREEMENTStockholders Agreement • May 15th, 1998 • Hometown Auto Retailers Inc • New York
EMPLOYMENT AGREEMENT --------------------Employment Agreement • July 13th, 1998 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Connecticut
EXHIBIT 1.1 HOMETOWN AUTO RETAILERS, INC. AND PAULSON INVESTMENT COMPANY, INC. ___________________ UNDERWRITING AGREEMENT Dated July _______, 1998Hometown Auto Retailers Inc • July 13th, 1998 • Retail-auto dealers & gasoline stations • Oregon
EXHIBIT 4.5Hometown Auto Retailers Inc • August 22nd, 2001 • Retail-auto dealers & gasoline stations • New York
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....Supplemental Agreement • July 28th, 1998 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations
LEASE -----Lease • July 13th, 1998 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations
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...Modification Agreement • May 24th, 2002 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations
Exhibit 10.24 HOMETOWN AUTO RETAILERS, INC. FORM OF STOCK OPTION AGREEMENTHometown Auto Retailers Inc • July 13th, 1998 • Retail-auto dealers & gasoline stations
EXHIBIT 4.5Hometown Auto Retailers Inc • May 24th, 2002 • Retail-auto dealers & gasoline stations • New York
HOMETOWN AUTO RETAILERS, INC. c/o MORSE, ZELNICK, ROSE & LANDER, LLP 450 Park Avenue New York, NY 10022Hometown Auto Retailers Inc • May 15th, 1998
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. Dated as of July __, 1998 Warrants Void...'S Warrant Agreement • July 13th, 1998 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Oregon
amongCredit Agreement • April 7th, 1999 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • New York
LOGO] CHRYSLER FINANCIAL SECURITY AGREEMENT AND MASTER CREDIT AGREEMENT This Security Agreement and Master Credit Agreement (hereinafter called the "Agreement"), made as of this 26th day of August, 1996; and effective September 1, 1984 or the date...Security Agreement and Master Credit Agreement • May 15th, 1998 • Hometown Auto Retailers Inc
HOMETOWN AUTO RETAILERS, INC. c/o MORSE, ZELNICK, ROSE & LANDER, LLP 450 Park Avenue New York, NY 10022Hometown Auto Retailers Inc • May 15th, 1998
CROSS-DEFAULT AND CROSS-COLLATERALIZATION AGREEMENTCross-Default and Cross-Collateralization Agreement • March 31st, 2006 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Massachusetts
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.
EXHIBIT 10.29Security Agreement • April 17th, 2001 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations
ASSET AND FRANCHISE PURCHASE AGREEMENTAsset and Franchise Purchase Agreement • December 8th, 2005 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Massachusetts
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. 831 STRAITS TURNPIKE WATERTOWN, CT O6795Hometown Auto Retailers Inc • July 13th, 1998 • Retail-auto dealers & gasoline stations
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • March 31st, 2006 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Massachusetts
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").
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 24th, 2006 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Delaware
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.
LOGO] FORD MOTOR COMPANY AUTOMOTIVE WHOLESALE INSTALLMENT SALE AND SECURITY AGREEMENT To: Ford Motor Company (hereinafter called "Ford") Date: 11/28/90 The undersigned Shakers, Inc. (hereafter --------------------------------------------- (DEALER'S...Automotive Wholesale • May 15th, 1998 • Hometown Auto Retailers Inc
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,...Supplemental Agreement • July 28th, 1998 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • California
GUARANTEEGuarantee • May 24th, 2002 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • New York
July 8, 1998 Brattleboro Chrysler Plymouth Dodge, Inc. P.O. Box 8068 North Brattleboro, VT 05304 Attention: Philip Price, President Gentlemen: Hometown Auto Retailers, Inc. ("Purchaser") is party to an acquisition agreement with Brattleboro Chrysler...Hometown Auto Retailers Inc • July 13th, 1998 • Retail-auto dealers & gasoline stations
Hometown Auto Retailers, Inc. ("Purchaser") is party to an acquisition agreement with Brattleboro Chrysler Plymouth Dodge, Inc. ("Seller") dated July 2, 1997, as previously amended (the "Agreement").
EXHIBIT 4.7 HOMETOWN AUTO RETAILERS, INC. 831 Straits Turnpike Watertown, CT 06795Hometown Auto Retailers Inc • May 24th, 2002 • Retail-auto dealers & gasoline stations
MASTER LOAN AND SECURITY AGREEMENTMaster Loan and Security Agreement • March 31st, 2006 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations
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").
EXHIBIT 10.1 HOMETOWN AUTO RETAILERS, INC. 831 Straits Turnpike Watertown, CT 06795Hometown Auto Retailers Inc • August 22nd, 2001 • Retail-auto dealers & gasoline stations
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...Cross-Default Agreement • April 17th, 2001 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Michigan
LOAN SUPPLEMENT TO MASTER LOAN AND SECURITY AGREEMENT (Capital Loan)Master Loan and Security Agreement • March 31st, 2006 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations
CONTINUING GUARANTY AND SECURITY AGREEMENTContinuing Guaranty and Security Agreement • March 31st, 2006 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Massachusetts
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").
INVENTORY LOAN AND SECURITY AGREEMENTInventory Loan and Security Agreement • May 15th, 1998 • Hometown Auto Retailers Inc • California
PROMISSORY NOTE (Mortgage Loan)Hometown Auto Retailers Inc • March 31st, 2006 • Retail-auto dealers & gasoline stations
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"):
MORTGAGE ASSIGNMENT OF LEASES AND RENTS SECURITY AGREEMENT FIXTURE FILINGSecurity Agreement • March 31st, 2006 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Massachusetts
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 _____________.
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • March 31st, 2006 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Massachusetts
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
