"EXPIRATION DATE" MEANS JUNE 30, 2013, OR SUCH EARLIER DATE AS MAY BE APPLICABLE
DUE TO ACCELERATION OF OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
"TOTAL REVOLVING LOAN COMMITMENT" MEANS AN AMOUNT EQUAL TO $75,000,000.
1.2
REVOLVING LOAN FEE.
SECTION 2.6 OF THE LOAN AGREEMENT IS
DELETED AND REPLACED WITH THE FOLLOWING:
2.6
REVOLVING LOAN FEE.
BORROWER SHALL PAY TO AGENT, FOR THE ACCOUNT OF
THE LENDERS, A FEE (THE "LOAN FEE") IN AN AMOUNT EQUAL TO .30% PER ANNUM ON THE
AMOUNT, CALCULATED ON A DAILY BASIS, BY WHICH THE TOTAL REVOLVING LOAN
COMMITMENT EXCEEDS THE SUM OF THE ACTUAL AGGREGATE OUTSTANDING PRINCIPAL BALANCE
OF THE REVOLVING LOANS PLUS THE LC OUTSTANDINGS ON EACH DAY.
THE ACCRUED LOAN
FEE SHALL BE DUE AND PAYABLE IN ARREARS ON THE FIRST MONTHLY PAYMENT DATE IN
EACH FISCAL QUARTER (AND ON THE EXPIRATION DATE) FOR THE THREE MONTH PERIOD OR
OTHER TIME PERIOD ENDING ON THE LAST DAY OF THE PRECEDING FISCAL QUARTER OR ON
THE EXPIRATION DATE.
THE FEE SHALL BE PAID TO EACH LENDER BASED UPON THEIR
RESPECTIVE PRO RATA SHARES OF THE REVOLVING LOAN EXPOSURE OF ALL LENDERS.
1.3
INTEREST.
SECTION 5.1.1 OF THE LOAN AGREEMENT IS DELETED AND
REPLACED WITH THE FOLLOWING:
5.1.1
INTEREST RATE.
UNLESS THE DEFAULT RATE IS APPLICABLE, THE REVOLVING
LOANS SHALL BEAR INTEREST AT A VARIABLE PER ANNUM RATE EQUAL TO THE LIBOR RATE
PLUS 2.75% ("REVOLVING LOAN BORROWING RATE"), ADJUSTED WITHOUT NOTICE ON THE
DATE OF EACH CHANGE IN THE LIBOR RATE.
1.4
VEHICLE EQUITY.
SECTION 10.1.2 OF THE LOAN AGREEMENT IS
DELETED AND REPLACED WITH THE FOLLOWING:
10.1.2
VEHICLE EQUITY.
VEHICLE EQUITY SHALL NOT BE LESS THAN
(A) $45,000,000.00 AS OF THE LAST DAY OF ANY FISCAL QUARTER ENDING PRIOR TO JUNE
30, 2010; AND (B) $65,000,000.00 AS OF THE LAST DAY OF ANY FISCAL QUARTER ENDING
ON OR AFTER JUNE 30, 2010.
1.5
LOANS AND INVESTMENTS.
SECTION 12.6(N) OF THE LOAN AGREEMENT
IS DELETED AND REPLACED WITH THE FOLLOWING:
(N)
EXTENSIONS OF CREDIT TO PERSONS ACQUIRING THE ASSETS OF A DEALERSHIP
OR ANOTHER SUBSIDIARY PURSUANT TO A SALE PERMITTED BY SECTION 12.1.2 ("SELLER
NOTES"), IN AN AGGREGATE PRINCIPAL AMOUNT, FOR BORROWER AND ITS SUBSIDIARIES,
NOT TO EXCEED $10,000,000.00 OUTSTANDING AT ANY TIME; PROVIDED, HOWEVER, THAT IF
THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF SELLER NOTES EXCEEDS
$5,000,000.00, THE BORROWING BASE SHALL BE REDUCED BY THE AMOUNT OF SUCH EXCESS
("EXCESS SELLER NOTE AMOUNT").
Page 2
1.6
DEBT.
SECTION 12.10(M) OF THE LOAN AGREEMENT IS DELETED AND
REPLACED WITH THE FOLLOWING:
(M)
ADDITIONAL FUNDED DEBT, WHICH TOGETHER WITH ALL OTHER FUNDED DEBT
PERMITTED BY THIS SECTION 12.10, EXCLUDING DEBT DESCRIBED IN SECTIONS 12.10(A),
12.10(E), AND 12.10(F) AND WITHOUT DUPLICATION, FUNDED DEBT ASSOCIATED WITH
DISCONTINUED OPERATIONS ("EXCLUDED FUNDED DEBT"), DOES NOT AT ANY TIME FOR
BORROWER AND ALL SUBSIDIARIES EXCEED AN AGGREGATE OUTSTANDING PRINCIPAL AMOUNT
OF $310,000,000.00; PROVIDED THAT ANY SUCH DEBT INCURRED AFTER THE CLOSING DATE,
SHALL BE UNSECURED, UNLESS PERMITTED TO BE SECURED BY THE TERMS OF THIS
AGREEMENT.