EXHIBIT 10.15.5


 


DAIMLERCHRYSLER


 


February
15, 2006


 


Lithia
Motors, Inc.

360 E. Jackson Street

Medford, Oregon 97501

Attention:  Jeffrey B. DeBoer


 


Gentlemen:


 


We refer to the Credit
Agreement, dated as of February 25, 2003 (as amended, the “Credit Agreement”),
among Lithia Motors, Inc., an Oregon corporation (the “Company”), various
lenders and DaimlerChrysler Services North America LLC, as agent (“Agent”). Capitalized
terms used herein without definition have the meanings assigned thereto in the
Credit Agreement.


 


The Company has informed
Agent and the Lenders that it intends to pay a dividend that will exceed the
$18,000,000 aggregate amount that is allowed under clause (ii) of Section 9.9
of the Credit Agreement.


 


The Company has requested
that Agent and the Lenders consent to dividends and/or the repurchase of shares
of the Company’s capital stock up to an aggregate amount not to exceed
$25,000,000 under clause (ii) of Section 9.9 of the Credit Agreement


 


Agent and the Lenders hereby
consent to increasing the aggregate amount that is allowed to be used by the
Company to pay dividends and repurchase its capital stock under clause (ii) of
Section 9.9 of the Credit Agreement from $18,000,000 to $25,000,000, subject to
the other requirements for the use of such funds that are set forth in clause
(ii) of Section 9.9 of the Credit Agreement. This consent is expressly limited
to the payments allowed under clause (ii) of Section 9.9 of the Credit
Agreement and does not:  (a) waive any
other or future Events of Default or Unmatured Events of Default; or (b)
consent to any other transactions that are prohibited under the Credit
Agreement.


 


Except as expressly stated
herein, nothing in this consent shall limit the rights of Agent or the Lenders
as set forth in the Credit Agreement from time to time and all of the terms and
provisions of the Credit Agreement shall remain in full force and effect.


 


This waiver and consent
shall be governed by the laws of the State of Michigan applicable to contracts
made and to be performed entirely within such State.


 

















 


Please acknowledge your
agreement with the terms of this consent by executing in the space below and
delivering a copy of this consent to Agent.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  DAIMLERCHRYSLER FINANCIAL SERVICES

  AMERICAS LLC (f/k/a DaimlerChrysler Services North

  America LLC)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michelle Nowak

  	
   

  
	
   

  	
  Name:

  	
  Michelle Nowak

  	
   

  
	
   

  	
  Its:

  	
  Credit Director, National Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TOYOTA MOTOR CREDIT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Reid Boozer

  	
   

  
	
   

  	
  Name:

  	
  Reid Boozer

  	
   

  
	
   

  	
  Its:

  	
  National Accounts Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AGREED AND ACCEPTED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LITHIA MOTORS, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Jeffrey B. DeBoer

  	
   

  
	
  Name:

  	
  Jeffrey B. DeBoer

  	
   

  
	
  Its:

  	
  Chief Financial Officer

  	
   

  
							



 


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