EXHIBIT 10.14.1
CONSENT AND WAIVER AND AMENDMENT TO AMENDED
AND RESTATED LOAN AGREEMENT AND PROMISSORY NOTE
Dated as of: January 31, 2003
Parties: Lithia Financial Corporation ("LFC")
Lithia Motors, Inc. ("LMI")
Lithia Salmir, Inc. ("LSI")
Lithia Aircraft, Inc. ("LAI")
And: U.S. BANK NATIONAL ASSOCIATION ("Lender")
This Agreement amends (a) the Amended and Restated Loan Agreement between
the parties dated as of December 28, 2001, (the "Loan Agreement"); and (b) the
promissory note executed by Borrower dated December 28, 2001, in the original
principal amount of $27,500,000 ("Note").
For valuable consideration, the parties agree as follows:
1. AMENDMENTS TO LOAN AGREEMENT.
1.1 The definition of Revolving Loan Termination date in Section 1.1
of the Loan Agreement is deleted and replaced with the following:
"Revolving Loan Termination Date" means March 31, 2004.
1.2 Section 3.3.3 of the Loan Agreement is deleted and replaced with
the following:
3.3.3 PRINCIPAL PAYMENTS. The principal balance of the Revolving
Note shall be due and payable on March 31, 2004.
2. Section 11.3 of the Loan Agreement is deleted and replaced with the
following:
11.3 GUARANTIES, ETC. LFC shall not assume, guarantee, endorse or
otherwise become directly or contingently liable for, nor obligated to
purchase, pay or provide funds for payment of, any obligation or
indebtedness of any other Person. Notwithstanding the foregoing, LFC may
guarantee the indebtedness of LMI to the lenders under a $200,000,000
revolving line of credit facility on which DaimlerChrysler Services North
America LLC, is the Agent and Lead Lender.
3. Section 11.6 of the Loan Agreement is deleted and replaced with the
following:
CONSENT AND WAIVER AND AMENDMENT TO AMENDED
AND RESTATED LOAN AGREEMENT AND PROMISSORY NOTE- 1
11.6 LIMITATIONS ON DIVIDENDS. It shall not declare or pay any
dividend on any class of its capital stock (except those payable solely in
its capital stock); or purchase, redeem or otherwise make any distribution
with respect to such capital stock; provided, however, that it may make
such dividends, purchases, redemptions or distributions so long as no
Default exists or would exist after giving effect thereto.
4. AMENDMENT TO PROMISSORY NOTE. Section 6a of the Note is deleted and
replaced with the following:
a. PRINCIPAL. Principal shall be paid on March 31, 2004 ("Maturity
Date").
5. CONSENT AND WAIVER. The Loan Parties have informed Lender that LMI has
repurchased approximately 40,000 shares of its capital stock (the "Repurchase")
and have asked Lender, pursuant to Section 11.6 of the Loan Agreement, to
consent to such Repurchase. Lender hereby consents to the Repurchase and waives
any Event of Default which may exist as a result of the Repurchase.
6. CONDITIONS PRECEDENT. The effectiveness of this Agreement is subject to
satisfaction of each of the following conditions:
6.1 Lender has received executed originals of this Agreement and
such other Loan Documents as Lender requires and each Loan Party has provided
such information and satisfied such requirements as Lender reasonably requires.
6.2 No Default has occurred and is continuing.
6.3 All representations and warranties in the Loan Agreement are
true and correct as of the date of this Agreement.
7. DEFINED TERMS. Capitalized terms not otherwise defined herein shall
have the meanings given to such terms in the Loan Agreement.
8. REAFFIRMATION. Each Loan Party reaffirms the representations and
warranties in each of the existing Loan Documents and agrees that (a) except as
amended previously or in connection herewith, each Loan Document is and shall
remain valid and enforceable in accordance with its terms and (b) such Loan
Party has no claims, defenses, setoffs, counterclaims or claims for recoupment
against Lender or the indebtedness and obligations represented by the Notes,
Guaranties, LC Agreements, Letter of Credit, and other Loan Documents.
9. EXPENSES. Borrower shall pay all costs, fees and expenses incurred by
Lender in connection with the preparation, negotiation, execution, and delivery
of this Agreement and any other document required to be furnished herewith,
including without limitation the charges of Lender's legal counsel.
CONSENT AND WAIVER AND AMENDMENT TO AMENDED
AND RESTATED LOAN AGREEMENT AND PROMISSORY NOTE- 2
10. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of said
counterparts taken together shall be deemed to constitute but one document.
11. DISCLOSURE.
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 LOAN PARTY ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT.
LITHIA FINANCIAL CORPORATION LITHIA MOTORS, INC.
By:__________________________________ By:___________________________________
Its:_________________________________ Its:__________________________________
LITHIA SALMIR, INC. LITHIA AIRCRAFT, INC.
By:__________________________________ By:___________________________________
Its:_________________________________ Its:__________________________________
U.S. BANK NATIONAL ASSOCIATION
By:__________________________________
Its:_________________________________
CONSENT AND WAIVER AND AMENDMENT TO AMENDED
AND RESTATED LOAN AGREEMENT AND PROMISSORY NOTE- 3