0001104659-05-037779 Sample Contracts

FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND AMENDMENT TO PROMISSORY NOTES
Loan Agreement • August 9th, 2005 • Lithia Motors Inc • Retail-auto dealers & gasoline stations

This Agreement amends (a) the Amended and Restated Loan Agreement between the parties and Lithia Salmir, Inc. dated as of December 28, 2001, as amended by agreements dated April 2, 2003, February 6, 2004, and December 22, 2004, (collectively, the “Loan Agreement”); (b) the promissory note dated December 22, 2004, executed by LFC and LAI (i) in the principal amount of $35,000,000.00; and (ii) in the principal amount of $15,000,000.00 (each, a “Note” and collectively, “Notes”).

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