EXHIBIT 10.1
TENTH AMENDMENT TO LOAN AGREEMENT
This Tenth Amendment to Loan Agreement (this "Agreement") dated as of
June 29, 2010, is entered into among Lithia Motors, Inc., an Oregon corporation
("Borrower"); the lenders which are from time to time parties to the Loan
Agreement (each a "Lender" and any two or more "Lenders"); and U.S. Bank
National Association, as agent for the Lenders (in such capacity, "Agent").
R E C I T A L S
A.
Borrower, the Lenders and Agent have entered into a Loan Agreement
dated as of August 31, 2006, which has been amended from time to time, including
by amendments dated as of June 29, 2007, February 13, 2008, March 17, 2008,
August 15, 2008, December 12, 2008, March 31, 2009, October 28, 2009, January
14, 2010, and February 17, 2010 (collectively, the "Loan Agreement").
B.
The parties wish to modify the terms and conditions of the Loan
Agreement, as set forth below.
For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
AMENDMENTS TO LOAN AGREEMENT.
1.1
DEFINITIONS.
THE DEFINITIONS OF THE FOLLOWING TERMS IN SECTION
1.1 OF THE LOAN AGREEMENT ARE DELETED AND REPLACED WITH THE FOLLOWING:
"BORROWING BASE" MEANS, AS OF ANY DATE OF DETERMINATION, AN AMOUNT
EQUAL TO
(A)
THE SUM, WITHOUT DUPLICATION, ON SUCH DATE OF:
(I)
75% OF (A) THE NET BOOK VALUE OF PROGRAM VEHICLES AND USED VEHICLES
OF THE DEALERSHIPS IN WHICH AGENT HAS A PERFECTED SECURITY INTEREST AND WHICH
HAVE BEEN OWNED OR HELD FOR SALE OR LEASE BY ANY DEALERSHIP FOR 180 DAYS OR
LESS; MINUS (B) THE SUM OF (1) THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF
THE FLOOR PLAN FINANCING OWED TO ALL FLOOR PLAN LENDERS TO FINANCE SUCH PROGRAM
VEHICLES AND/OR USED VEHICLES, AND (2) THE PRINCIPAL AMOUNT OF ANY OTHER
INDEBTEDNESS OR OBLIGATION TO ANY PERSON (OTHER THAN THE OBLIGATIONS) WHICH IS
SECURED BY THE PROGRAM VEHICLES AND/OR USED VEHICLES, INCLUDING BUT NOT LIMITED
TO AMOUNTS OWING TO HOLDERS OF ANY LIEN OR SECURITY INTEREST IN A USED VEHICLE
AT THE TIME IT IS TRADED IN, SOLD TO, OR OTHERWISE ACQUIRED BY ANY DEALERSHIP.
(II)
30% OF (A) THE NET BOOK VALUE OF THE INVENTORY OF BORROWER AND ITS
SUBSIDIARIES CONSISTING OF NEW PARTS AND ACCESSORIES IN WHICH AGENT HAS A
PERFECTED FIRST PRIORITY SECURITY INTEREST; MINUS (B) THE UNPAID ACQUISITION
COST OWED TO SELLERS OR FINANCERS OF SUCH INVENTORY.
(III)
30% OF THE NET BOOK VALUE OF EQUIPMENT (EXCLUDING FIXTURES AND
AIRCRAFT) OF BORROWER AND THE COLLATERAL SUBSIDIARIES IN WHICH AGENT HAS A
PERFECTED FIRST PRIORITY SECURITY INTEREST.
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NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS BORROWING BASE DEFINITION, (I)
THE TOTAL AMOUNT ATTRIBUTABLE TO THE COLLATERAL DESCRIBED IN PARAGRAPHS
(A)(II)AND (A)(III) OF THIS DEFINITION SHALL AT NO TIME EXCEED 40% OF THE TOTAL
BORROWING BASE, AND (II) THE BORROWING BASE SHALL IN NO EVENT INCLUDE ANY
PROPERTY OWNED BY LRE.
(B)
MINUS, THE EXCESS SELLER NOTE AMOUNT (DEFINED IN SECTION 12.6(N)).