EXHIBIT 10.16.1
ALTERNATIVE RATE _______
PROMISSORY NOTE
(PRIME RATE IBOR)
$18,000,000.00 Date: September 9, 1996
------------------ -----------------
LITHIA MOTORS, INC., LITHIA TLM, L.L.C., LITHIA DODGE, L.L.C., LITHIA'S GRANTS
PASS AUTO CENTER, L.L.C. ("Borrower")
UNITED STATES NATIONAL BANK OF OREGON ("Lender")
1. TYPE OF CREDIT
This note is given to evidence Xxxxxxxx's obligation to repay all sums which
Xxxxxx may from time to time advance to Borrower ("Advances") under a:
___ single disbursement loan. Xxxxxxx loaned to Borrower hereunder will be
disbursed in a single Advance in the amount shown in Section 2.
_X_ revolving line of credit. No Advances shall be made which create a maximum
amount outstanding at any one time which exceeds the maximum amount shown
in Section 2. However, Advances hereunder may be borrowed, repaid and
reborrowed, and the aggregate Advances loaned hereunder from time to time
may exceed such maximum amount.
___ non-revolving line of credit. Each Advance made from time to time
hereunder shall reduce the maximum amount available shown in Section 2.
Advances loaned hereunder which are repaid may not be reborrowed.
2. PRINCIPAL BALANCE
The unpaid principal balance of all Advances outstanding under this note
("Principal Balance") at one time shall not exceed
**Eighteen Million and no/100's*********************.
----------------------------------------------------
3. PROMISE TO PAY
For value received Borrower promises to pay to Lender or order at DEALER FINANCE
DIVISION , the Principal Balance of this note, with interest thereon at the
rate(s) specified in Sections 4 and 11 below.
4. INTEREST RATE
The interest rate on the Principal Balance outstanding may vary from time to
time pursuant to the provisions of this note. Subject to the provisions of this
note, Borrower shall have the option from time to time of choosing to pay
interest at the rate or rates and for the applicable periods of time based on
the rate options provided herein: PROVIDED, however, that once Borrower notifies
Lender of the rate option chosen in accordance with the provisions of this note,
such notice shall constitute Borrower's irrevocable request for an Advance
hereunder at the rate option specified in such notice. The rate options are the
Prime Borrowing Rate and the IBOR Borrowing Rate, each as defined herein.
a. THE PRIME BORROWING RATE
i. The Prime Borrowing Rate is a per annum rate equal to Xxxxxx's
prime rate plus 0.0% per annum.
ii. Whenever Borrower desire to use the Prime Borrowing Rate option,
Borrower shall give Lender notice orally or in writing in accordance with
Section 15 of this note, which notice shall specify the requested disbursement
date and principal amount of the Advance, and that Borrower has chose the Prime
Borrowing Rate option.
iii. Prepayments of all or any part of the Principal Balance bearing
interest at the Prime Borrowing Rate may be made at any time without penalty.
Upon prepayment of any such principal amount, Borrower must also pay all accrued
interest thereon to the date of prepayment.
iv. Subject to Section 11 of this note, interest shall accrue on the
unpaid Principal Balance at the Prime Borrowing Rate unless and except to the
extent that the IBOR Borrowing Rate is in effect.
b. THE IBOR BORROWING RATE
i. The following terms shall have the following meanings:
"Business Day" means any day other than a Saturday, Sunday, or
other day that commercial banks in Portland, Oregon or New York City are
authorized or required by law to close.
"IBOR Amount" means each principal amount for which Borrower
chooses to have the IBOR Borrowing Rate apply for any specified IBOR Interest
Period.
"IBOR Interest Period" means as to any IBOR Amount, a period of
1, 2, OR 3 months commencing on the date the IBOR Borrowing Rate becomes
applicable thereto; PROVIDED, however, that: (A) no IBOR Interest Period shall
be selected which would extend beyond 1/1/98 ; (B) no IBOR Interest Period
shall extend beyond the date of any principal payment required under Section 6
of this note, unless the sum of the principal amounts bearing interest at the
Prime Borrowing Rate, plus IBOR Amounts with IBOR Interest Periods ending on or
before the scheduled date of such principal payment, plus principal amounts
remaining unborrowed under a line of credit, equals or exceeds the amount of
such principal payment; (C) any IBOR Interest Period which would otherwise
expire on a day which is not a Business Day; unless the result of such extension
would be to extend such IBOR Interest Period into another calendar month, in
which event the IBOR Interest Period shall end on the immediately preceding
Business Day; and (D) any IBOR Interest Period that begins on the last Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such IBOR Interest Period)
shall end on the last Business Day of a calendar month.
ii. The IBOR Borrowing Rate is Xxxxxx's IBOR Rate plus 1.75% per
annum. Xxxxxx's IBOR Rate for any IBOR Interest Period is the rate per annum
(computed on the basis of a 360-day year and the actual number of days elapsed)
equal to the arithmetic average (rounded upward to the nearest 1/16 of 1%) of
the rates per annum determined by Lender as of the times specified in Section
4(b)(iii) on the date two (2) Business Days prior to the first day of such IBOR
Interest Period as the rates offered to Lender by three Eurodollar money market
dealers in such Eurodollar market as may be selected by Lender for U.S. dollar
deposits to be delivered on the first day of such IBOR Interest Period for the
number of months therein: PROVIDED, however, that Xxxxxx's IBOR Rate shall be
adjusted to take into account the maximum reserves required to be maintained for
Eurocurrency liabilities by banks during each such IBOR Interest Period as
specified in Regulation D of the Board of Governors of the Federal Reserve
System or any successor regulation.
iii. Borrower may obtain IBOR Borrowing Rate quotes from Lender
between 8:00 a.m. and 12:00 noon (Portland, Oregon time) on any Business Day.
Any IBOR Borrowing Rate quoted (A) before 10:00 a.m. shall be based on Lender's
IBOR Rate determined as of approximately 8:00 a.m. on such day, and Borrower may
request an Advance at such rate only by giving Lender notice in accordance with
Section 4(b)(iv) before 10:00 a.m. on such day; and (B) between 10:00 a.m. and
12:00 noon shall be based on Lender's IBOR Rate determined as of approximately
10:00 a.m. on such day, and Borrower may request an Advance at such rate only be
giving Lender notice in accordance with section 4(b)(iv) not later that 12:00
noon on such day.
iv. Whenever Borrower desires to use the IBOR Borrowing Rate option,
Borrower shall give Lender irrevocable notice (either in writing or orally and
promptly confirmed in writing) between 8:00 a.m. and 12:00 noon (Portland,
Oregon time) two (2) Business Days in advance of the desired effective date of
such rate. Any oral notice shall be given by, and in written notice or
confirmation of an oral notice shall be signed by, the person(s) authorized in
Section 15 of this note, and shall specify the requested effective date of the
rate, IBOR Interest Period and IBOR Amount, and where Borrower is requesting a
new Advance at the IBOR Borrowing Rate under a line of credit, conversion of any
portion of the Principal Balance bearing interest at the Prime Borrowing Rate to
an IBOR Amount, or a new IBOR Interest Period for an outstanding IBOR Amount.
Notwithstanding any other term of this note, Borrower may elect the IBOR
Borrowing Rate in the minimum principal amount of $ 500,000.00 and in integral
multiple of $ 100,000.00 ; PROVIDED, however, that no more than THREE separate
IBOR Interest Periods may be in effect at any one time.
v. Borrower may not prepay all or any part of any IBOR Amount(s).
vi. If at any time Xxxxxx's IBOR Rate is unascertainable or
unavailable to Lender or if IBOR Rate loans become unlawful, the option to
select the IBOR Borrowing Rate shall terminate immediately. If the IBOR
Borrowing Rate is then in effect, (A) it shall terminate automatically with
respect to all IBOR Amounts (i) on the last day of each then applicable IBOR
Interest Period, if Lender may lawfully continue to maintain such loans, or (ii)
immediately if Lender may not lawfully continue to maintain such loans through
such day, and (B) subject to Section 11, the Prime Borrowing Rate automatically
shall become effective as to such amounts upon such termination.
vii. If at any time after the date hereof (A) any revision in or
adoption of any applicable law, rule, regulation or in the interpretation or
administration thereof (i) shall subject Lender or its Eurodollar lending office
to any tax, duty, or other charge, or change to the basis of taxation of
payments to Lender with respect to any loans bearing interest based on Lender's
IBOR Rate, or (ii) shall impose or modify any reserve, insurance, special
deposit, or similar requirements against assets of, deposits with or for the
account of, or credit extended by Lender or its Eurodollar lending office, or
impose on Lender or its Eurodollar lending office any other condition affecting
any such loans, and (B) the result of any of the foregoing is (i) to increase
the cost to Lender of making or maintaining any such loans or (ii) to reduce the
amount of any sum receivable under this note by Lender or its Eurodollar lending
office, Borrower shall pay Lender within 15 days after demand by Lender such
additional amount as will compensate Lender for such increased cost or
reduction. The determination hereunder by Xxxxxx of such additional amount
shall be conclusive in the absence of manifest error. If Xxxxxx demands
compensation under this Section 4(b)(vii), Borrower may upon three (3) Business
Days' notice to Lender pay the accrued interest on all IBOR Amounts, together
with any additional amounts payable under Section 4(b)(vii). Subject to Section
11, upon Xxxxxxxx's paying such accrued interest and additional costs, the Prime
Borrowing Rate immediately shall be effective with respect to the unpaid
principal balance of such IBOR Amounts.
viii. Upon any termination of any IBOR Borrowing Rate (including
but not limited to conversion to another rate) or payment of all or any portion
of any IBOR Amount on a date other than the last day of the then applicable IBOR
Interest Period, including without limitation (A) acceleration under Section 11
or (B) repayment in response to a notice under Section 4(b)(vii), Borrower shall
pay to Lender on demand such amount as Lender reasonably determines (determined
as though 100% of the applicable IBOR Amount had been funded in the applicable
Eurodollar market) is equivalent to all direct or indirect losses, expenses,
liabilities, or reductions in yield to Lender resulting therefrom, whether
incurred in connection with liquidation or reemployment of funds or otherwise.
ix. If Borrower chooses the IBOR Borrowing Rate, Borrower shall pay
interest based on such rate, plus any other applicable taxes or charges
hereunder, even though Xxxxxx may have obtained the funds loaned to Borrower
from sources other than the applicable Eurodollar market. Xxxxxx's
determination of the IBOR Borrowing Rate and any such taxes or charges shall be
conclusive in the absence of manifest error.
x. Notwithstanding any other term of this note, Borrower may not
select the IBOR Borrowing Rate if an event of default hereunder has occurred and
is continuing.
xi. Nothing contained in this note, including without limitation the
determination of any IBOR Interest Period or Lender's quotation of any IBOR
Borrowing Rate, shall be construed to prejudice Lender's right, if any, to
decline to make any requested Advance or to require payment on demand.
5. COMPUTATION OF INTEREST
All interest under Section 4 and Section 11 will be computed at the applicable
rate based on a 360-day year and applied to the actual number of days elapsed.
6. PAYMENT SCHEDULE
a. PRINCIPAL
Principal shall be paid
_X_ on demand.
___ on demand, or if no demand, on _________.
___ on _____________________________________.
___ subject to Section 7, in installments of
_______________________ each, plus accrued interest
_______________________ each including accrued interest beginning on
___________ and on the same day of each _________ thereafter until
___________ when the entire Principal Balance plus interest thereon
shall be due and payable.
_______________________________________________________________.
b. INTEREST
i. Interest on all amounts bearing interest at the Prime Borrowing
Rate shall be paid:
_X_ on the 1st day of OCTOBER and on the same day of each MONTH
thereafter prior to maturity and at maturity.
___ at maturity.
___ at the time each principal installment is due and at
maturity.
___________________________________________________.
ii. Interest on all IBOR Borrowing Rate Amounts shall be paid :
_X_ on the last day of the applicable IBOR Interest Period and if
such IBOR Interest Period is longer than three months, on the
last day of each three month period occurring during such IBOR
Interest Period, and at maturity.
___ on the ____ day of ______ and on the same day of each ____
thereafter prior to maturity and at maturity.
___ at maturity.
___ at the time each principal instalment is due and at maturity.
_____________________________________________________.
7. CHANGE IN PAYMENT AMOUNT
If the interest rate on this note is subject to change in accordance with
Section 4, the holder of this note may, from time to time, in holder's sole
discretion, increase or decrease the amount of each of the installments
remaining unpaid at the time of each change in rate to an amount holder in its
sole discretion deems necessary to continue amortizing the Principal Balance at
the same rate established by the installment amount specified in Section 6 (a),
whether or not a "balloon" payment may also be due upon maturity of this note.
Holder shall notify the undersigned of each change in writing. Whether or not
the installment amount is increased under this Section 7, Borrower understands
that, as a result of increases in the rate of interest in accordance with
Section 4, the final payment due, whether or not a "balloon payment", shall
include the entire Principal Balance and interest thereon then outstanding, and
may be substantially more than the installment specified in Section [7].
8. ALTERNATE PAYMENT DATE
Notwithstanding any other term of this note, if in any month there is no day on
which a scheduled payment would otherwise be due (e.g. February 31), such
payment shall be paid on the last banking day of that month.
9. PAYMENT BY AUTOMATIC CHARGE
___ Please automatically deduct the amount of all principal and interest
payments from account number ________. If there are insufficient funds in the
account to pay the automatic deduction in full, Lender may allow the account to
become overdrawn, or Lender may reverse the automatic deduction. Borrower will
pay all the fees on the account which result from the automatic deductions,
including any overdraft/NSF charges. If for any reason Xxxxxx does not charge
the account for a payment, or if an automatic payment is revered, the payment is
still due according to the note. If the account is a Money Market Account, the
number of withdrawals from that account is limited as set out in the agreement.
Lender may cancel the automatic deduction at any time in its discretion.
Provided, however, if no account number is entered above, Borrower does not want
to make payments by automatic charge.
10. LENDER'S PRIME RATE
Lender's prime rate is the rate of interest which Lender from time to time
establishes as its prime rate and is not, for example, the lowest rate of
interest which Lender collects from any borrower or class of borrowers. When
Xxxxxx's prime rate is applicable under Section 4(a) or 11(b), the interest rate
hereunder shall be adjusted without notice effective on the day Lender's prime
rate changes, but in no event shall the rate of interest be higher than allowed
by law.
11. DEFAULT
a. Without prejudice to any right of Lender to require payment on demand
or to decline to make any requested Advance, each of the following shall be an
event of default: (i) Borrower fails to make any payment when due (ii) Borrower
fails to perform or comply with any term, covenant or obligation in this note or
any agreement related to this note, or in any other agreement or loan Borrower
has with Lender. (iii) Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of
Borrower's property or Xxxxxxxx's ability to repay this note or perform
Borrower's obligations under this note or any related documents. (iv) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect. (v) Xxxxxxxx
becomes insolvent, a receiver is appointed for any part of Xxxxxxxx's property,
Xxxxxxxx makes an assignment for the benefit of creditors, or any proceeding is
commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (vi) Any creditor tries to take any of Xxxxxxxx's property on
or in which
Lender has a lien or security interest. This includes a garnishment of any
of Xxxxxxxx's accounts with Xxxxxx. (vii) Any of the events described in this
default section occurs with respect to any guarantor of this note or any
guaranty of Borrower's indebtedness to Lender ceases to be, or is asserted
not to be, in full force and effect. (viii) Lender in good xxxxx xxxxx itself
insecure. If this note is payable on demand, the inclusion of specific
events of default shall not prejudice Lender's right to require payment on
demand or to decline to make any requested Advance.
b. Without prejudice to any right of Lender to require payments on
demand, upon the occurrence of an event of default, Xxxxxx may declare the
entire unpaid Principal Balance on this note and all accrued unpaid interest
immediately due and payable, without notice. Upon default, including failure to
pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, increase the variable interest rate on this note to a rate equal
to the Prime Borrowing Rate plus 5%. The interest rate will not exceed the
maximum rate permitted by applicable law. In addition, if any payment of
principal or interest is 19 or more days past due, Borrower will be charged a
late charge of 5% of the delinquent payment.
12. EVIDENCE OF PRINCIPAL BALANCE; PAYMENT ON DEMAND
Xxxxxx's record shall, at any time, be conclusive evidence of the unpaid
Principal Balance and interest owing on this note. Notwithstanding any other
provisions of this note, in the event holder makes Advances hereunder which
result in an unpaid Principal Balance on this note which at any time exceeds the
maximum amount specified in Section 2, Xxxxxxxx agrees that all such Advances,
with interest, shall be payable on demand.
13. LINE OF CREDIT PROVISIONS
If the type of credit indicated in Section 1 is a revolving line of credit or a
non-revolving line of credit, Xxxxxxxx agrees that Xxxxxx is under no obligation
and has not committed to make any Advances hereunder. Each Advance hereunder
shall be made at the sole option of the Lender.
14. DEMAND NOTE
If this note is payable on demand, Borrower acknowledges and agrees that (a)
Lender is entitled to demand Borrower's immediate payment in full of all amounts
owing hereunder and (b) neither anything to the contrary contained herein or in
any other loan documents (including but not limited to, provision relating to
defaults, rights of cure, default rate of interest, installment payments, late
charges, periodic review of Xxxxxxxx's financial condition, and covenants) nor
any act of Lender pursuant to any such provision shall limit or impair Lender's
right or ability to require Borrower's payment in full of all amounts owing
hereunder immediately upon Xxxxxx's demand.
15. REQUESTS FOR ADVANCES
a. Any Advance may be made or interest rate option selected upon the
request of Borrower (if an individual), any of the undersigned (if Borrower
consists of more than one individual), any person or persons authorized in
subsection (b) of this Section 15, and any person or persons otherwise
authorized to execute and deliver promissory notes to Lender on behalf of
Borrower.
b. Xxxxxxxx hereby authorizes any ONE of the following individuals to
request Advances and to select interest rate options:
XXXXXX XXXXXX
XXXXXXX XXXXXXX
XXXXXXX XXXXXXXX
unless Xxxxxx is otherwise instructed in writing.
c. All Advances made pursuant to this Section 15 shall be disbursed by
deposit directly to Xxxxxxxx's account number N/A at N/A, branch of Lender, or
by cashier's check issued to Borrower.
d. Xxxxxxxx agrees that Xxxxxx shall have no obligation to verify the
identity of any person making any request pursuant to Section 15 and Borrower
assumes all risks of the validity and authorization of such requests. In
consideration of Lender agreeing, at its sole discretion, to make Advances upon
such requests, Xxxxxxxx promises to pay holder, in accordance with the
provisions of this note, the Principal Balance together with interest thereon
and other sums due hereunder, although any Advances may have been requested by a
person or persons not authorized to do so.
16. PERIODIC REVIEW
Lender will review Xxxxxxxx's credit accommodations periodically. At the time
of the review, Borrower will furnish Lender with any additional information
regarding Borrower's financial condition and business operations that Lender
requests. This information may include but is not limited to, financial
statements, tax returns, lists of assets and
liabilities, agings of receivables and payables, inventory schedules, budgets
and forecasts. If upon review, Lender, in its sole discretion, determines
that there has been a material adverse change in Borrower's financial
condition, Borrower will be in default. Upon default, Lender shall have all
rights specified herein.
17. NOTICES
Any notice hereunder may be given by ordinary mail, postage paid and addressed
to Xxxxxxxx at the last known address of Xxxxxxxx as shown on holder's records.
If Borrower consists of more that one person, notification of any of said
persons shall be compete notification of all. Notice may be given either before
or reasonably soon after the effective date of the change.
18. ATTORNEY FEES
Whether or not litigation or arbitration is commenced, Borrower promises to pay
all costs of collecting overdue amounts. Without limiting the foregoing, in the
event that holder consults an attorney regarding the enforcement of any of its
rights under this note or any document securing the same, or if this note is
placed in the hands of an attorney for collection or if suit or litigation is
brought to enforce this note or any document securing the same, Borrower
promises to pay all costs thereof including such additional sums as the court or
arbitrator(s) may adjudge reasonable as attorney fees, including without
limitation, costs and attorney fees incurred in any appellate court, in any
proceeding under the bankruptcy code, or in any receivership and post-judgement
attorney fees incurred in enforcing any judgment.
19. WAIVERS; CONSENT
Each party hereto, whether maker, co-maker, guarantor or otherwise, waives
diligence, demand, presentment for payment, notice or non-payment, protest and
notice of protest and waives all defenses based on suretyship or impairment of
collateral. Without notice to Borrower and without diminishing or affecting
Xxxxxx's rights or Xxxxxxxx's obligations hereunder, Xxxxxx may deal in any
manner with any person who at any time is liable for, or provides any real or
personal property collateral for, any indebtedness of Borrower to Lender,
including the indebtedness evidenced by this note. Without limiting the
foregoing, Lender may, in its sole discretion: (a) make secured or unsecured
loans to Borrower and agree to any number of waivers, modifications, extensions
and renewals of any length of such loans, including the loan evidenced by this
note; (b) impair, release (with or without substitution of new collateral), fail
to perfect a security interest in, fail to preserve the value of, fail to
dispose of in accordance with applicable law, any collateral provided by any
person; (c) xxx, fail to sue, agree not to sue, release, and settle or
compromise with, any person.
20. JOINT AND SEVERAL LIABILITY
All undertakings of the undersigned Borrowers are joint and several and are
binding upon any marital community of which any of the undersigned are members.
Xxxxxx's rights and remedies under this note shall be cumulative.
21. ARBITRATION
a. Either Lender or Borrower may require that all disputes, claims,
counterclaims and defenses, including those based on or arising from any alleged
tort ("Claims") relating in any way to this note or any transaction of which
this note is a part (the "Loan"), be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association and Title 9 of the U.S. Code. All Claims will be subject to the
statutes of limitation applicable if they were litigated. This provision is
void if the Loan, at the time of the proposed submission to arbitration, is
secured by real property located outside of Oregon or Washington, or if the
effect of the arbitration procedure (as opposed to any Claims of Borrower) would
be to materially impair Xxxxxx's ability to realize on any collateral securing
the Loan.
b. If arbitration occurs and each party's Claim is less that $100,000,
one neutral arbitrator will decide all issues; if any party's Claim is $100,000
or more, three neutral arbitrators will decide all issues. All arbitrators will
be active Oregon State Bar members in good standing. All arbitration hearings
will be held in Portland, Oregon. In addition to all other powers, the
arbitrator(s) shall have the exclusive right to determine all issues of
arbitrability. Judgment on any arbitration award may be entered in any court
with jurisdiction.
c. If either party disputes any judicial proceeding relating to the Loan,
such actions shall not be a waiver of the right to submit any Claims to
arbitration. In addition, each has the right before, during and after any
arbitration to exercise any number of the following remedies, in any order or
concurrently: (i) setoff; (ii) self-help repossession; (iii) judicial or non-
judicial foreclosure against real or personal property collateral; and (iv)
provisional remedies, including injunction, appointment of receiver, attachment,
claim and delivery and replevin.
22. GOVERNING LAW
This note shall be governed by and construed and enforced in accordance with the
laws of the State of Oregon without regard to conflict of law principles;
provided, however, that to the extent that Lender has greater rights or remedies
under Federal law, this provision shall not be deemed to deprive Lender of such
rights and remedies as may be available under Federal law.
23. DISCLOSURE
BY OREGON STATUTE (ORS 41.580), THE FOLLOWING DISCLOSURE IS REQUIRED;
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS
AFTER OCTOBER 3, 1989 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.
EACH OF THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
DOCUMENT.
Lithia Motors, Inc.
By: /s/ President
-----------------
Xxxxxx Xxxxx, L.L.C., By: Lithia Motors, Inc., Managing Member
By: /s/ President
---------------
Xxxxxx's Grants Pass Auto Center, L.L.C., By: Lithia Motors, Inc., Managing
Member
By: /s/ President
-----------------
Xxxxxx XXX, L.L.C., By: Lithia Motors, Inc., Managing Member
By: /s/ President
-------------------
For valuable consideration, Xxxxxx agrees to the terms of the arbitration
provision set forth in this note.
United States National Bank of Oregon
By: /s/ Vice President
---------------------
