EXHIBIT 10.1


 


FIFTH AMENDMENT
TO


AMENDED
AND RESTATED LOAN AGREEMENT


AND
AMENDMENT TO PROMISSORY NOTES


 


	
  DATED:

  	
   

  	
  As of June 30,
  2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PARTIES:

  	
   

  	
  Lithia
  Financial Corporation

  	
   

  	
  (“LFC”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lithia
  Motors, Inc.

  	
   

  	
  (“LMI”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lithia
  Aircraft, Inc.

  	
   

  	
  (“LAI”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  U.S. Bank
  National Association

  	
   

  	
  (“Lender”)

  



 


This Agreement amends (a) the Amended and Restated Loan Agreement
between the parties and Lithia Salmir, Inc. dated as of December 28,
2001, as amended by agreements dated April 2, 2003, February 6, 2004,
and December 22, 2004, (collectively, the “Loan Agreement”); (b) the
promissory note dated December 22, 2004, executed by LFC and LAI (i) in
the principal amount of $35,000,000.00; and (ii) in the principal amount
of $15,000,000.00 (each, a “Note” and collectively, “Notes”).


 


For valuable consideration, the parties agree as follows:


 


1.                                      Amendment to Loan Agreement.


 


a.                                       Section 3.3.3 of the Loan
Agreement is deleted and replaced with the following:


 


3.3.3                        Principal Payments.  The
principal balance of the New Revolving Note shall be due and payable on May 1,
2007.


 


2.                                      Amendment to Note.  Section 6(a) of
each of the Notes is deleted and replaced with the following:


 


(a)                                  Principal.  Principal is payable on May 1, 2007 (“Maturity
Date”).


 


3.                                      Conditions Precedent.  The
effectiveness of this Agreement is subject to satisfaction of each of the
following conditions:


 


a.                                       Lender has received executed
originals of this Agreement and such other Loan Documents as Lender requires
and each Loan Party has provided such information and satisfied such
requirements as Lender reasonably requires.


 


b.                                      No Default has occurred and is
continuing.


 


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c.                                       All representations and
warranties in the Loan Agreement are true and correct as of the date of this
Agreement.


 


4.                                      Defined Terms.  Capitalized terms
not otherwise defined herein shall have the meanings given to such terms in the
Loan Agreement.


 


5.                                      Reaffirmation.  Each Loan
Party reaffirms the representations and warranties in each of the existing Loan
Documents and agrees that (a) except as amended previously or in
connection herewith, each Loan Document is and shall remain valid and
enforceable in accordance with its terms and (b) such Loan Party has no
claims, defenses, setoffs, counterclaims or claims for recoupment against
Lender or the indebtedness and obligations represented by the Notes,
Guaranties, LC Agreements, Letter of Credit, and other Loan Documents.


 


6.                                      Expenses.  Borrower
shall pay all costs, fees and expenses incurred by Lender in connection with
the preparation, negotiation, execution, and delivery of this Agreement and any
other document required to be furnished herewith, including without limitation
the charges of Lender’s legal counsel.


 


7.                                      Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, and all of said counterparts taken together shall be
deemed to constitute but one document.


 


8.                                      Copies.  Each Loan
Party acknowledges receipt of a copy of this amendment.  The Loan Agreement and Notes, together with
all amendments thereto from time to time, are “transferable records” as defined
in applicable law relating to electronic transactions.  Therefore, Lender may, on behalf of Borrower,
create a microfilm or optical disk or other electronic image of the Loan
Agreement and Notes (and all amendments thereto) that is an authoritative copy
of the Loan Agreement and Notes as defined in such law.  Lender may store the authoritative copy in its
electronic form and then destroy the paper original as part of Lender’s normal
business practices.  Lender, on its own
behalf, may control and transfer such authoritative copy as permitted by such
law.


 


9.                                      Disclosure.  Under Oregon law,
most agreements, promises and commitments made by lenders concerning loans and
other credit extensions which are not for personal, family or household
purposes or secured solely by the borrower’s residence must be in writing,
express consideration and be signed by the lender to be enforceable.


 


	
  LITHIA
  FINANCIAL CORPORATION 

  	
  LITHIA
  MOTORS, INC. 

  
	
   

  	
   

  
	
  By:

  	
  Sidney B.
  DeBoer 

  	
   

  	
  By:

  	
  Sidney B.
  DeBoer 

  	
   

  
	
  Title:

  	
  Chief
  Executive Officer

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  	
   

  
	
   

  	
   

  
	
  LITHIA
  AIRCRAFT, INC.

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
  By:

  	
  Sidney B.
  DeBoer 

  	
   

  	
  By:

  	
  Andrew Hein 

  	
   

  
	
  Title:

  	
  Chief
  Executive Officer

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
																	



 


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