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Master Loan and Security Agreement

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Title:

Master Loan and Security Agreement

Entities:

Hometown Auto Retailers Inc.

Date:

2006

Size:

Preview shows 11KB of 36KB total

Price:

$34

ID:

#1164195

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MASTER LOAN AND SECURITY AGREEMENT

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").

In consideration of the promises, covenants and undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Lender and Borrower hereby agree as follows:

1. Definitions. For purposes of this Agreement, all capitalized terms shall have the meanings set forth herein and in the Loan Supplements, including the following defined terms:

(a) The term "Agreement" shall mean this Agreement, and any and all modifications and amendments thereof.

(b) The term "Collateral" shall mean, collectively, all personal property now owned or hereafter acquired by Borrower, including without limitation (1) all equipment, fixtures, furniture, demonstrators and service vehicles, supplies and machinery and other goods of every kind, (2) all motor vehicles, tractors, trailers, implements, service parts and accessories and other inventory of every kind and any accessions thereto (numbers (1) and (2) above collectively referred to as the "Personalty"), and (3) all accounts, instruments, chattel paper, general intangibles, contract rights, documents and supporting obligations thereto (collectively, the "Intangibles").

(d) The term "Guarantor" shall mean collectively, all present and future guarantors of the Indebtedness and the Obligations.

(e) The term "Indebtedness" shall mean the principal of and interest on and all other amounts, payments, and premiums due under the Loan and the Other Loans, including any amendments, increases, modifications, renewals and extensions thereof.

(f) The term "Lien" shall mean security interest, lien or other encumbrance.

(g) The term "Loan" shall mean a loan by Lender to Borrower pursuant to the terms and conditions of this Agreement and the applicable Loan Supplement, and any and all extensions, renewals, modifications and amendments thereof.

(h) The term "Loan Supplement" shall mean the supplement(s) executed by Borrower and Lender and attached to this Agreement which describe the terms and conditions of a Loan, and any and all extensions, renewals, modifications and amendments thereof.

(i) The term "Obligations" shall mean any and all of the covenants, promises and other obligations (other than the Indebtedness) made or owing by Borrower and others to or due to Lender under the Loan and the Other Loans and as set forth in the Security Documents, and any and all extensions, renewals, modifications and amendments of any of the foregoing.

(j) The term "Organizational Documents" shall mean Borrower's and Guarantor's Articles or Certificate of Incorporation (if Borrower/Guarantor is a corporation), its Partnership Agreement (if Borrower/Guarantor is a partnership), its Articles of Organization/Certificate of Formation (if Borrower/Guarantor is a limited liability company), or its Trust Agreement (if Borrower/Guarantor is a trust).

(k) The term "Receivables" shall mean (1) all credits due and to become due to Borrower from Franchiser, or any of its subsidiaries or affiliates, or from any other manufacturer or distributor of automotive products, (2) all notes and trade and other accounts receivable now owned or hereafter acquired by Borrower, and (3) all credits due and to become due to Borrower from any and all financial institutions in connection with Borrower's sale of installment sales contracts and leases to such financial institutions.

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