EXHIBIT 10.15.1
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of August 12, 2003 (this "Amendment") is
to the Credit Agreement (as amended, the "Credit Agreement") dated as of
February 25, 2003 among LITHIA MOTORS, INC. (the "Company"!, various financial
institutions (the "Lenders") and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, as
agent for the Lenders (the "Agent"). Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as defined in the Credit
Agreement.
WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENTS. Effective on (and subject to the occurrence of)
the Amendment Effective Date (as defined below):
1.1 Sections 9.6.1 and 9.6.4 of the Credit Agreement shall be
amended by substituting the words "the end of any Computation Period" for the
words "any time" therein.
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Agent and the Lenders that: (a) the representations and
warranties made in Section 8 of the Credit Agreement are true and correct on and
as of the Amendment Effective Date (as defined below) with the same effect as if
made on and as of the Amendment Effective Date (except to the extent relating
solely to an earlier date, in which case they were true and correct as of such
earlier date); (b) no Event of Default or Unmatured Event of Default exists or
will result from the execution of this Amendment; (c) no event or circumstance
has occurred since the Closing Date that has resulted, or would reasonably be
expected to result, in a Material Adverse Effect; (d) the execution and delivery
by the Company of this Amendment and the performance by the Company of its
obligations under the Credit Agreement as amended hereby (as so amended, the
"Amended Credit Agreement") (i) are within the corporate powers of the Company,
(ii) have been duly authorized by all necessary corporate action, (iii) have
received all necessary approval from any governmental authority and (iv) do not
and will not contravene or conflict with any provision of any law, rule or
regulation or any order, decree, judgment or award which is binding on the
Company or any of its Subsidiaries or of any provision of the certificate of
incorporation or bylaws or other organizational documents of the Company or of
any agreement, indenture, instrument or other document which is binding on the
Company or any of its Subsidiaries; and (e) the Amended Credit Agreement is the
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles relating to
enforceability.
SECTION 3 EFFECTIVENESS. The amendments set forth in Section 1 above
shall become effective as of February 25, 2003 (the "Amendment Effective Date")
on such date when the Agent shall have received (a) a counterpart of this
Amendment executed by the Company and the Required Lenders (or, in the case of
any party other than the Company from which the Agent has not received a
counterpart hereof, facsimile confirmation of the execution of a counterpart
hereof by such party) and (b) each of the following documents, each in form and
substance satisfactory to the Agent:
3.1 Reaffirmation. A counterpart of the Reaffirmation of Loan
Documents, substantially in the form of Exhibit A. executed by each Loan Party
other than the Company. 3.2 Other Documents. Such other documents as the Agent
or any Lender may reasonably request.
SECTION 4 MISCELLANEOUS.
4.1 Continuing Effectiveness, etc. As hereby amended, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. As of the Amendment Effective Date, all references in
the Credit Agreement, the Notes, each other Loan Document and any similar
document to the "Credit Agreement" or similar terms shall refer to the Amended
Credit Agreement.
4.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
4.3 Expenses. The Company agrees to pay the reasonable costs and
expenses of the Agent (including reasonable fees and disbursements of counsel,
including, without duplication, the allocable costs of internal legal services
and all disbursements of internal legal counsel) in connection with the
preparation, execution and delivery of this Amendment.
4.4 Governing Law. This Amendment shall be a contract made under
and governed by the laws of the State of Michigan applicable to contracts made
and to be wholly performed within the State of Michigan.
4.5 Successors and Assigns. This Amendment shall be binding upon
the Company, the Lenders and the Agent and their respective successors and
assigns, and shall inure to the benefit of the Company, the Lenders and the
Agent and the successors and assigns of the Lenders and the Agent.
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Delivered as of the day and year first above written.
LITHIA MOTORS, INC.
By: _____________________________
Title: __________________________
DAIMLERCHRYSLER SERVICES NORTH
AMERICA LLC, as Agent, as Issuing
Lender and as a Lender
By: _____________________________
Title: __________________________
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EXHIBIT A
FORM OF REAFFIRMATION
August 12, 2003
DaimlerChrysler Services North
America LLC, as Agent
and the Lenders party
to the Amended and Restated Credit Agreement
referred to below
00000 Xxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxx
RE: REAFFIRMATION OF LOAN DOCUMENTS
Ladies and Gentlemen:
Please refer to:
(a) The Security Agreement dated as of February 25, 2003 (the
"Security Agreement") among Lithia Motors, Inc. (the "Company"), its
subsidiaries and DaimlerChrysler Services North America LLC in its capacity as
Agent (in such capacity, the "Agent");
(b) The Guaranty dated as of February 25, 2003 (the "Guaranty")
executed in favor of the Agent and various other parties by all subsidiaries of
the Company; and
(c) The Pledge Agreement dated as of February 25, 2003 (the
"Pledge Agreement") executed by the Company and certain of its subsidiaries.
Each of the undersigned acknowledges that the Company, the Lenders and
the Agent have executed the First Amendment (the "First Amendment") to the
Credit Agreement dated as of February 25, 2003 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"). Capitalized terms
not otherwise defined herein have the meanings given in the Credit Agreement.
Each of the undersigned hereby confirms that the Security Agreement,
the Guaranty, the Pledge Agreement and each other Loan Document to which such
undersigned is a party remains in full force and effect after giving effect to
the effectiveness of the First Amendment and that, upon such effectiveness, all
references in each Loan Document to the "Credit Agreement" shall be references
to the Credit Agreement, as amended by the First Amendment.
DaimlerChrysler Services North
America LLC, as Agent
August 12, 2003
This letter agreement may be signed in counterparts and by the various
parties on separate counterparts. This letter agreement shall be governed by the
laws of the State of Michigan applicable to contracts made and to be performed
entirely within such State.
XXXXXXXX XXXXXX NISSAN, INC.
XXXXXXXX IMPORTED MOTORS, INC.
LGPAC, INC.
LITHIA AUTO SERVICES, INC.
LITHIA BNM, INC.
LITHIA DE, INC.
LITHIA DM, INC.
LITHIA HPI, INC.
LITHIA KLAMATH, INC.
LITHIA LAC, INC.
LITHIA LP OF TEXAS, LLC
LITHIA MEDFORD HON, INC.
LITHIA MOTORS SUPPORT SERVICES, INC.
LITHIA MTLM, INC.
LITHIA OF ROSEBURG, INC.
LITHIA RENTALS, INC.
LITHIA ROSE-FT, INC.
LITHIA SH LLC
SOE, LLC
LITHIA SOC, INC.
SATURN OF SOUTHWEST OREGON, INC.
LITHIA CHRYSLER JEEP OF ANCHORAGE,
INC.
LITHIA IMPORTS OF ANCHORAGE, INC.
LITHIA CIMR, INC.
LITHIA CJDB, INC.
LITHIA DC, INC.
LITHIA FMF, INC.
LITHIA FN, INC.
LITHIA FVHC, INC.
LITHIA JEF, INC.
LITHIA MMF, INC.
LITHIA NF, INC.
LITHIA OF ANCHORAGE, INC.
LITHIA TKV, INC.
LITHIA TR, INC.
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LITHIA VWC, INC.
LITHIA VWPC, INC.
LITHIA CENTENNIAL CHRYSLER PLYMOUTH
JEEP, INC.
LITHIA CHERRY CREEK DODGE, INC.
LITHIA COLORADO CHRYSLER PLYMOUTH,
INC.
LITHIA COLORADO JEEP, INC.
LITHIA COLORADO SPRINGS JEEP CHRYSLER
PLYMOUTH, INC.
LITHIA FOOTHILLS CHRYSLER, INC.
LITHIA OF XXXXXXXX, INC.
LITHIA CB, INC.
LITHIA DB, INC.
LITHIA IB, INC.
LITHIA LMB, INC.
LITHIA FORD OF BOISE, INC.
LITHIA OF XXXXXXXX, INC.
LITHIA OF POCATELLO, INC.
LITHIA POCA-HON, INC.
LITHIA CD, INC.
LITHIA OF OMAHA, INC.
LITHIA MBO, INC.
LITHIA RENO SUB-HYUN, INC.
LITHIA SALMIR, INC.
LITHIA AUTOMOTIVE, INC.
LITHIA OF SIOUX FALLS, INC.
LITHIA GP OF TEXAS, LLC
LITHIA CJDBS, L.P.
LITHIA CJDO, L.P.
LITHIA CJDSA. L.P.
LITHIA CM, L.P.
LITHIA CO, L.P.
LITHIA CSA, L.P.
LITHIA DMID, L.P.
LITHIA DSA, L.P.
LITHIA HMID, L.P.
LITHIA NSA, L.P.
CAMP AUTOMOTIVE, INC.
LITHIA VS LLC
LITHIA BC, INC.
LITHIA DC OF RENTON, INC.
LITHIA DODGE OF TRI-CITIES, INC.
LITHIA FTC, INC.
LITHIA 1C, INC.
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LITHIA LAC OF WASHINGTON, LLC
LITHIA OF SEATTLE, INC.
TC HON, INC.
LITHIA HYR, INC.
LITHIA CS, INC.
LITHIA OF FAIRFIELD, INC.
LITHIA OF SANTA XXXX, INC.
LITHIA OF VACAVILLE, INC.
LITHIA CCTF, INC.
LITHIA OF TWIN FALLS, INC.
LITHIA LMM, INC.
LITHIA OF MISSOULA, INC.
LITHIA OF OKLAHOMA, INC.
LITHIA OF XXXXXXXX, INC.
LITHIA OF SPOKANE, INC.
By:___________________________________
Title:________________________________
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ACKNOWLEDGED AND AGREED
as of the date first written above
DAIMLERCHRYSLER SERVICES NORTH
AMERICA, LLC, as Agent
By:_________________________________
Title:______________________________
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