THE LENDERS AS FOLLOWS:
6.1
AUTHORIZATION.
(A) IT HAS ALL REQUISITE POWER AND AUTHORITY TO
ENTER INTO THIS AGREEMENT AND TO CARRY OUT THE TRANSACTIONS CONTEMPLATED BY, AND
PERFORM ITS OBLIGATIONS UNDER, THE LOAN AGREEMENT AS AMENDED BY THIS AGREEMENT
(THE "AMENDED AGREEMENT"), (B) ITS EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ALL DOCUMENTS TO BE EXECUTED,
DELIVERED OR PERFORMED BY IT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ENTITY
ACTION, DO NOT REQUIRE THE APPROVAL OF ANY GOVERNMENTAL AGENCY OR OTHER PERSON,
DO NOT CONTRAVENE ANY LAW, REGULATION, RULE, ORDER, OR RESTRICTION BINDING ON IT
OR ITS ARTICLES OF INCORPORATION OR OTHER ORGANIZATIONAL DOCUMENTS, AND DO NOT
CONTRAVENE THE PROVISIONS OF OR CONSTITUTE A DEFAULT UNDER ANY AGREEMENT OR
INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT MAY BE BOUND OR AFFECTED, AND
(C) THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY EACH LOAN PARTY AND
THIS AGREEMENT AND THE AMENDED AGREEMENT ARE THE LEGALLY VALID AND BINDING
OBLIGATIONS OF EACH LOAN PARTY, ENFORCEABLE AGAINST SUCH LOAN PARTY IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS RELATING TO OR LIMITING
CREDITORS' RIGHTS GENERALLY OR BY EQUITABLE PRINCIPLES RELATING TO
ENFORCEABILITY.
6.2
ABSENCE OF DEFAULT.
NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING AND NO EVENT WILL RESULT FROM THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT THAT WOULD CONSTITUTE A DEFAULT OR EVENT OF
DEFAULT.
7.
EXPENSES.
BORROWER SHALL PAY ALL OUTSIDE AND/OR THIRD PARTY
COSTS, FEES AND EXPENSES (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) INCURRED
BY AGENT AND EACH LENDER IN CONNECTION WITH THE PREPARATION, NEGOTIATION,
EXECUTION, AND DELIVERY OF THIS AGREEMENT AND ANY OTHER DOCUMENT REQUIRED TO BE
FURNISHED HEREWITH.
8.
RECITALS.
THE RECITALS ARE HEREBY INCORPORATED HEREIN.
9.
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.
[signature page follows]
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10.
DISCLOSURE.
UNDER OREGON LAW, MOST AGREEMENTS PROMISES AND
COMMITMENTS MADE BY LENDER 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 MOTORS, INC.
By: /s/ Bryan B. DeBoer
Name: Bryan B. DeBoer
Title:
Director
U.S. BANK NATIONAL ASSOCIATION,
as Agent, Lender and Issuing Lender
By: /s/ Silvia S. Boulger
Name: Silvia S. Boulger
Title:
Vice President
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