EXHIBIT
10.2


 


MODIFICATION NO. 2 TO
AMENDED AND RESTATED REVOLVING LOAN AND


SECURITY AGREEMENT AND
NOTES SECURED BY DEED OF TRUST


 


This Modification No. 2 to Amended and Restated Revolving Loan and
Security Agreement and Notes Secured by Deed of Trust (“Modification”), dated
as of November 1, 2003 (“Effective Date”), is entered into by Toyota Motor
Credit Corporation, a California corporation (“TMCC”), Lithia Real Estate,
Inc., an Oregon corporation (“Borrower”), with reference to the following:


 


A.            TMCC
has made or may make Advances to Borrower up to the principal amount of Forty
Million Dollars ($40,000,000) and certain Term Loans (collectively the
“Loan”).  The Loan is evidenced by that
certain Amended and Restated Loan and Security Agreement, dated May 10, 2002,
as amended by that certain Modification No. 1 to Amended and Restated Revolving
Loan and Security Agreement and Note Secured by Deed of Trust dated July 8,
2003 (“Modification No. 1”) (as amended, the “Loan Agreement”).  The Loan Agreement and all other documents
now or hereafter executed which evidence or further secure the Loan, as the
Loan may from time to time be modified, supplemented, extended or renewed, are
hereinafter collectively referred to as the “Loan Documents.”


 


B.            The
parties have agreed to make certain modifications to the conditions to the
conversion of an Advance(s) to a Term Loan by the Borrower.


 


NOW THEREFORE, in consideration of the premises and
mutual covenants contained in this Modification the parties agree as follows:


 


1.             Definitions.  All capitalized terms used herein shall have
the meanings given to them in the Loan Agreement unless otherwise specifically
defined herein.


 


2.             Modifications
to Loan Agreement.


 


a.             Section 2.1b of the
Loan Agreement is amended by adding to the end of the first sentence before the
period the following:


 


“; provided, however,
that no Advances shall be made from and after the date that is one hundred
twenty days before the Maturity Date”


 


b.             Subsection 2.2b of
the Loan Agreement is amended in its entirety to read as follows:


 


“b.           Limitations.  In addition to the conditions set forth in Section
4.2 hereof, Borrower’s request to convert one or more Advances into a Term
Loan shall on each occasion be subject to the following conditions:  (i) TMCC shall have approved the Borrower’s
request in writing, which approval shall be provided in TMCC’s sole and
absolute discretion; (ii) the principal amount of the relevant Term Loan shall
not exceed the Loan Value of the applicable Term Loan Collateral; (iii) the
aggregate principal amount of all Term Loans shall not exceed the lesser of the
aggregate Loan Value of all Term Loan Collateral or $70,000,000.00; and (iii)
the Conversion Date shall be a Business Day not later than the Maturity  Date of the Revolving Loan.”


 


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3.             Conditions
to the Effective Date.  The
amendment provided for herein shall be effective as of the date indicated above
provided that the following conditions shall have been met by Borrower or waived
by TMCC or as otherwise specifically provided for herein;


 


a.             Borrower shall have
paid all legal fees, title insurance fees, and recording costs incurred in
connection herewith;


 


b.             Borrower shall have
paid to TMCC all applicable late charges, accrued interest, and other payments
due and payable to TMCC under the Loan Documents as of the date hereof; and


 


c.             Borrower shall not be
in default under the Loan Documents and no event shall have occurred which with
the passing of time or giving of notice would be a default thereunder.


 


d.             Borrower shall have
executed and delivered such additional instruments and documentation relating
to the Loan as TMCC may require, in TMCC’s sole discretion.


 


4.             Representations
and Warranties.  The Borrower and
Guarantor each hereby restate and reaffirm to TMCC all of the representations
and warranties contained in the Loan Agreement as if made on the date hereof
and fully set forth herein.


 


5.             Effect
of Agreement.  As amended herein,
all of the terms, covenants and conditions of the Notes and other Loan
Documents remain in full force and effect. 
All references in the Loan Documents to any Loan Document shall mean as
amended by this Modification.  Nothing
herein shall be deemed or construed to be an impairment of the lien of the Deed
of Trust, and the lien of the Deed of Trust shall remain a first lien
encumbering the Property.  To the extent
of any conflict between the provisions of the Notes, the Loan Agreement or
other Loan Documents and the provisions of this Modification, the provisions of
Modification shall prevail and control. 
Borrower hereby acknowledges, certifies and reaffirms its obligations
under the Loan Documents as modified hereby.


 


6.             Further
Documentation.  The parties agree to
execute such further documents as TMCC may from time to time require in order
to give full force and effect to this Modification.


 


7.             Applicable
Law.  This Modification shall be
governed by the laws of the State of Oregon


 


IN WITNESS WHEREOF, the parties hereto have executed
this Modification No. 2.


 


	
  BORROWER:

  	
  LITHIA REAL ESTATE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey B. DeBoer

  	
   

  
	
   

  	
   

  	
  Jeffrey B. DeBoer

  	
   

  
	
   

  	
   

  	
  Senior Vice President
  and CFO

  	
   

  
	
   

  	
   

  
	
  TMCC

  	
  TOYOTA MOTOR CREDIT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Pelliccioni

  	
   

  
	
   

  	
   

  	
  David Pelliccioni

  	
   

  
	
   

  	
   

  	
  Group Vice President

  	
   

  



 


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