MAJOR AUTOMOTIVE COMPANIES INC
LETTER FROM HSBC BANK
<DOCUMENT>
<TYPE>EX-10.91
<SEQUENCE>4
<FILENAME>y59637ex10-91.txt
<DESCRIPTION>LETTER FROM HSBC BANK
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.91



         [HSBC LOGO]

                                                        March 20, 2002

Bruce Bendell, President
The The Major Automotive Companies, Inc.
43-40 Northern Blvd.
Long Island City, NY 11101-1020

                              Re: - Major Chrysler, Plymouth, Jeep & Eagle, Inc.
                                    Major Dodge, Inc.
                                    Major Subaru, Inc.
                                      d/b/a Major Kia of Long Island City

Dear Bruce:

         Please be advised that HSBC Bank, USA (the "Bank") has approved the
following floor plan lines of credit for the subject dealership franchises,
subject to the terms and conditions contained herein.

         The issuance of the credit facilities will be subject to our continued
due diligence review of the various business and financial affairs of the
proposed borrowing entities, their corporate parent and management. Approval of
the proposed tenors and conditions is further subject to the execution and
delivery of documentation satisfactory in form and substance to HSBC's Banks
USA's legal counsel. In addition to the following terms and conditions, this
approval is subject to a satisfactory review of the initial inventory audit,
currently scheduled to take place on Tuesday, March 26, 2002.

Borrowers/Facilities:  Facilities to consist of a total of $10,000,000 in
                       various new/demonstrator and used/program floor plan
                       lines of credit as described below.

                       1) Major Dodge, Inc.  - $3,500,000 Floor plan line for
                                (MDI)          new/demonstrator vehicles.
                                               $500,000 Floor plan line for
                                               Program Vehicles and/or Used
                                               Vehicles.

                       2) Major Chrysler, Plymouth,
                          Jeep & Eagle, Inc. - $3,500,000 Floor plan line for
                               (MCPJI)         new/demonstrator vehicles.
                                               $500,000 Floor plan line for
                                               Program Vehicles and/or Used
                                               Vehicles.

                       3) Major Kia, Inc     - $1,500,000 Floor plan line for
                                (MKI)          new/demonstrator vehicles.
                                               $500,000 Floor plan line for
                                               Program Vehicles and/or Used
                                               Vehicles.

Lender:                HSBC Bank, USA
                       534 Broad Hollow Road
                       Melville, NY 11747

Guarantors:            The Major Automotive Companies, Inc, (MAC) who is the
                       corporate parent of MDI, MCPJI, & MKI will provide its
                       unlimited corporate guaranty for each of the proposed
                       facilities. MAC will provide an audited fiscal year-end
                       statement (10K) and quarterly

         HSBC BANK USA
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                       1-3) - USED/PROGRAM VEHICLES - 10% monthly, beginning 90
                       days after date of initial floor plan advance. Vehicle
                       must be paid within 270 days.

Collateral:            l-3) -- New and used vehicles of all types, parts and
                       accessories, inventory, and all equipment, wherever
                       located, whether now owned or hereafter acquired, with
                       all accounts, chattel paper, instruments and documents
                       relating thereto; all general intangibles including sums
                       receivable from vendors by way of holdbacks, rebates,
                       refunds, discounts, bonuses, and the like.

Other Conditions:      -  Monthly floor plan audits gill be conducted on an
                          unannounced basis. ADDITIONALLY, INITIAL FUNDING AND
                          CONTINUED FUNDING UNDER THE FLOOR PLAN LINES IS
                          CONDITIONAL, A ON SATISFACTORY BANK-CONDUCTED AUDITS.

                       -  Except as may be required in the ordinary course of
                          business, each of the Borrowers is not to incur any
                          outside debt to another financial institution.

                       -  Funds deposited by HSBC Bank to finance vehicles for
                          any of the three-(3) dealerships, are not to be used
                          to fund any other corporate entity,

                       -  Execution of the Bank's "Retail & Wholesale Dealer's
                          Agreement for each Borrower,

                             Each floor-plan borrower shall submit to the bank
                             the following:

                             -  Monthly dealer statements for each of the
                                franchises, including, MDI, MCPJI & MKI.

                             -  Within 120 days of fiscal year end, accountant
                                prepared statements or tax returns to support
                                unadjusted factory statements.

                             -  Annual evidence that insurance coverage,
                                satisfactory to the Bank, is in place naming
                                bank al loss payee.

                             -  Sold floor-plan vehicles are required to be paid
                                off within three calendar days of the date of
                                payment from the purchaser or finance source
                                and, in any event, no later than ten calendar
                                days from date of sale.

                             -  All operating accounts are to be maintained at
                                HSBC, Bank, USA.

                             -  Monthly principal reductions will be due and
                                payable with floor plan interest payments.

                             -  Floor plan lines are not available to purchase
                                vehicles that are designated to be used as
                                rental or lease vehicles.

                             -  Advances under the floor plan lines of credit
                                will be by acceptance of the manufacturer's
                                draft for payments drawn on the bank or by note
                                and security agreement submitted by you to the
                                bank.

                             -  All legal fees incurred by the Bank, acre for
                                the account of the respective Borrowers.

We review customer's non-contractual lines of credit, such as these, at least
annually upon submission of appropriate financial information. We ask that you
advise us promptly of any material adverse changes in he financial position of
the Borrowers, Guarantors, or any affiliates or subsidiaries of the Borrowers.
<PAGE>
                       10Q's to the Bank, within 120 days and 90 days,
                       respectively, of the respective filing dates.

                       Major Chevrolet, Inc. (MCI) - an affiliated company of
                       the Borrowers and a wholly owned subsidiary of the parent
                       company, MAC, will provide its unlimited corporate
                       guaranty for each of the proposed dealerships. MAC will
                       provide monthly dealer statements to the Bank within 15
                       days from the end of the month being reported.

                       Bruce Bendell, who is a major stockholder in MAC and is
                       the president and CEO of MAC, will provide his unlimited
                       personal guaranty for each of the facilities. Persona
                       financial statements are to be updated on an annual
                       basis. Additionally, a copy of the personal guarantor's
                       federal tax red is to be submitted annually, within 120
                       days of the end of the guarantor's fiscal tax year. If
                       the filing date should be extended, a copy of the
                       extension will be required, with the understanding that
                       once the tax return is filed, a copy of the tax return
                       will be delivered to the Bank.

                       Each of the corporate Borrowers will provide its
                       unlimited corporate guaranty to each of the other
                       corporate facilities with respect to all of the floor
                       plan lines.

Facilities:            1-3) -- Non-contractual Floor Plan Lines of Credit.

Purpose:               1-3) - Finance the purchase of new, used and program
                       vehicles.

Pricing:               1-3) - Either at the Bank's Prime Rate of Interest, less
                       1%, on a variable basis or at LIBOR plus 200 basis points
                       for incremental 30-day periods up to a mum 180 days.

<TABLE>
<CAPTION>
Advance Rates:         1-3)  New Vehicles
                             ------------

                       Vehicle Year             Loan-To-Value Percentage
                       ------------             ------------------------
<S>                                             <C>
                       2001 (beginning 1/1/02)  90% of factory invoice.
                       2002 (to 12/31/02)       100% of factory invoice.

                             Used Vehicles
                             -------------

                       2002                     90% of MSRP or factory invoice.
                                                Copy of invoice required.
                       2001                     90% of NADA trade-in value
                       2000                     80% of NADA trade-in value
                       1999                     80% of NADA trade-in value
                       1998                     80% of NADA trade-in value
                                                (expires 10/1/02)

                             Program Vehicles
                             ----------------

                       2002                     100% of auction invoice.
                       2001                     100% of auction invoice
                                                (expires 10/1/02).
</TABLE>

Curtailments:          1-3) - NEW VEHICLES - Beginning January 1st, following
                       the introduction of the subsequent year models, monthly
                       principal payment reductions of 2% of the invoice amount
                       for all carry-over new and unregistered vehicles will be
                       required until the vehicle is sold and/or the amount
                       financed is paid in full.
<PAGE>
Please call us at your earliest convenience to discuss any questions that you
may have. We look forward to expanding our relationship with The Major
Automotive Companies, Inc. and are ready to discuss the foregoing terms and
conditions with you.

Respectively,
/s/ Roger M. Coleman
------------------------
    Roger M. Coleman, VP
    HSBC Bank, USA.


Agreed To:

     (BORROWERS & GUARANTORS)

Major Chrysler, Plymouth Jeep & Eagle, Inc.

By /s/
   ----------------------------------------

Major Dodge, Inc.

By /s/
   ----------------------------------------

Major Subaru, Inc.
     d/b/a Major Kia of Long Island City

By /s/
   ----------------------------------------


     (GUARANTORS)

The The Major Automotive Companies, Inc.

By /s/
   ----------------------------------------

Major Chevrolet, Inc.

By /s/
   ----------------------------------------


    Bruce Bendell

/s/
-------------------------------------------

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