0001193125-09-055395 Sample Contracts

FIFTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 16th, 2009 • Lithia Motors Inc • Retail-auto dealers & gasoline stations

This Fifth Amendment to Loan Agreement (this “Agreement”) dated as of December 12, 2008, is entered into among Lithia Motors, Inc., an Oregon corporation (“Borrower”); the lenders which are from time to time parties to the Loan Agreement (each a “Lender” and any two or more “Lenders”); and U.S. Bank National Association, as agent for the Lenders (in such capacity, “Agent”).

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TERMS OF AMENDED EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT
Employment Agreement • March 16th, 2009 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

This TERMS OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (“Agreement”) by and among Lithia Motors, Inc., an Oregon corporation (the “Employer”), and Sidney B. DeBoer (“Executive”), is dated as of January 15, 2009.

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