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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
REGISTRATION NO. 333-47525
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 1
---------------------
LITHIA MOTORS, INC.
(Exact name of registrant as specified in its charter)
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OREGON 93-0572810 5511
(State or other jurisdiction (I.R.S. Employer (Primary Standard Industrial
of Identification Classification Code Number)
Incorporation or organization) No.)
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360 E. JACKSON STREET, MEDFORD, OREGON 97501
(541) 776-6899
(Address and telephone number of registrant's principal executive offices)
SIDNEY B. DEBOER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
360 E. JACKSON STREET
MEDFORD, OREGON 97501
(541) 776-6899
(Name, address and telephone number of agent for service)
------------------------
COPIES OF ALL COMMUNICATIONS TO:
KENNETH E. ROBERTS, ESQ. KENNETH J. BARONSKY, ESQ.
Foster Pepper & Shefelman LLP Milbank, Tweed, Hadley & McCloy
101 S.W. Main St., 15th Floor 601 South Figueroa St., 30th Floor
Portland, Oregon 97204 Los Angeles, California 90017
(503) 221-1151 (213) 892-4000
(800) 601-9234 (FAX) (213) 629-5063 (FAX)
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of earlier effective registration
statement for the same offering. / / ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /X/ 333-47525
If delivery of the prospectus is expected to be made pursuant to the Rule
434, please check the following box. / /
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the registration statement filed by
Lithia Motors, Inc. on Form S-1 (File No. 333-47525) (the "Registration
Statement") is being filed to include in the Registration Statement Exhibit No.
10.30.4, which is an amendment to the credit agreement previously filed as
Exhibit 10.30.1 to the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this post-effective amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Medford, state of Oregon, May 1, 1998.
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LITHIA MOTORS, INC.
By: SIDNEY B. DEBOER*
-----------------------------------------
Sidney B. DeBoer
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the Registration Statement has been signed by the
following persons in the capacities indicated on May 1, 1998:
SIDNEY B. DEBOER*
- ------------------------------ Chairman and Chief
Sidney B. DeBoer Executive Officer
(Principal Executive
Officer)
M.L. DICK HEIMANN*
- ------------------------------ Director
M.L. Dick Heimann
R. BRADFORD GRAY*
- ------------------------------ Director
R. Bradford Gray
THOMAS BECKER*
- ------------------------------ Director
Thomas Becker
WILLIAM J. YOUNG*
- ------------------------------ Director
William J. Young
/s/ BRIAN R. NEILL
- ------------------------------ Senior Vice President
Brian R. Neill and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
*By: /s/ BRIAN R. NEILL
-------------------------
Brian R. Neill,
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBITS DESCRIPTION
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1.1 ** Form of Underwriting Agreement
3.1 (a) Restated Articles of Incorporation of Lithia Motors, Inc.
3.2 (a) Bylaws of Lithia Motors, Inc.
4.1 (a) Specimen Common Stock certificate
5.1 ** Opinion of Foster Pepper & Shefelman LLP
10.1.1 (a) 1996 Stock Incentive Plan
10.1.2 (a) Form of Incentive Stock Option Agreement
10.1.3 (a) Form of Non-Qualified Stock Option Agreement
10.1.4 (a) Form of Incentive Stock Option Agreement
10.2.1 (b) 1997 Non-Discretionary Stock Option Plan for Non-Employee Directors
10.3.1 (k) Employee Stock Purchase Plan
10.4.1 (a) Chrysler Corporation Chrysler Sales and Service Agreement, dated January 10, 1994, between
Chrysler Corporation and Lithia Chrysler Plymouth Jeep Eagle, Inc. (Additional Terms and
Provisions to the Sales and Service Agreements are in Exhibit 10.4.2 hereto)(1)
10.4.2 (a) Chrysler Corporation Dealer Agreement Additional Terms and Provisions
10.5.1 (k) Honda Automobile Dealer Sales and Service Agreement dated October 14, 1997, between American
Honda Motor Company, Inc. and Lithia HPI, Inc. dba Lithia Honda (standard provisions are in
Exhibit 10.5.3 hereto)
10.5.2 (k) Acura Automobile Dealer Sales and Service Agreement dated October 2, 1997, between American
Honda Motor Company, Inc. and Lithia BB, Inc. dba Lithia Acura of Bakersfield (standard
provisions are in Exhibit 10.5.3 hereto)
10.5.3 (k) American Honda Automobile Dealer Sales and Service Agreement Standard Provisions
10.5.4 (k) Agreement between American Honda Motor Company, Inc. and Lithia Motors, Inc. et al. dated
December 17, 1996
10.5.5 (k) Amendment dated October 2, 1997, to Agreement between American Honda Motor Company, Inc. and
Lithia Motors, Inc. et al. dated December 17, 1996
10.6.1 (a) Isuzu Dealer Sales and Service Agreement, dated June 5, 1996 between American Isuzu Motors,
Inc. and Lithia Motors, Inc. (Additional Provisions to Dealer Sales and Service Agreements
are in Exhibit 10.6.2 hereto)(2)
10.6.2 (a) Isuzu Dealer Sales and Service Agreement Additional Provisions
10.6.3 (c) Supplemental Agreement, dated December 27, 1996 to Isuzu Dealer Sales and Service
Agreement(3)
10.7.1 (k) Mercury Sales and Service Agreement, dated June 1, 1997, between Ford Motor Company and
Lithia TLM, LLC dba Lithia Lincoln Mercury (general provisions are in Exhibit 10.7.3
hereto)(4)
10.7.2 (k) Supplemental Terms and Conditions agreement between Ford Motor Company and Lithia Motors,
Inc. dated June 12, 1997
10.7.3 (a) Mercury Sales and Service Agreement General Provisions
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EXHIBITS DESCRIPTION
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10.8.1 (k) Supplemental Agreement dated January 16, 1998, to General Motors Corporation Dealer Sales
and Service Agreement between General Motors Corporation and Lithia Motors, Inc.
10.8.2 (a) General Motors Corporation Dealer Sales and Service Agreement, dated March 12, 1993, between
General Motors Corporation Pontiac Division and Lithia Motors, Inc. dba Lithia Pontiac
(general provisions are in Exhibit 10.8.3 hereto)
10.8.3 (a) General Motors Dealer Sales and Service Agreement Standard Provisions
10.9.1 (a) Mazda Dealer Agreement, dated April 11, 1994 between Mazda Motor of America, Inc. and Lithia
Dodge, L.L.C. dba Lithia Mazda
10.10.1 (k) Saturn Distribution Corporation Retailer Agreement, dated June 16, 1997, between Saturn
Distribution Corporation and Saturn of Southwest Oregon, Inc.
10.10.2 (k) Supplemental Agreement to Saturn Retailer Agreement, dated August 26, 1997, between Saturn
of Southwest Oregon, Inc., Lithia Motors, Inc., Sidney B. DeBoer, Lithia Holding, LLC, and
Saturn Distribution Corporation
10.11.1 (a) Toyota Dealer Agreement, dated January 30, 1990, between Toyota Motor Distributors, Inc. and
Lithia Motors, Inc. dba Medford Toyota(5)
10.11.2 (a) Toyota Dealer Agreement Standard Provisions
10.11.3 (a) Agreement, dated September 30, 1996, between Toyota Motor Sales, U.S.A., Inc. and Lithia
Motors, Inc.
10.11.4 (c) Addendum dated December 26, 1996, to Section X-- additional provisions to Toyota Dealer
Agreement, dated November 15, 1996 between Toyota Motor Sales, USA, Inc. and Lithia TKV,
Inc.
10.12.1 (k) Suzuki Term Dealer Sales and Service Agreement, dated May 14, 1997, between American Suzuki
Motor Corporation and Lithia HPI, Inc. dba Lithia Suzuki (standard provisions are in Exhibit
10.12.2 hereto)(6)
10.12.2 (k) Suzuki Dealer Sales and Service Agreement Standard Provisions
10.13.1 (k) BMW Dealer Agreement, dated October 3, 1997, between BMW of North America, Inc. and Lithia
BB, Inc.
10.14.1 (k) Hyundai Motor America Dealer Sales and Service Agreement, dated January 26, 1998, between
Hyundai Motor America and Lithia JEF, Inc.
10.15.1 (k) Nissan Dealer Term Sales and Service Agreement between Lithia Motors, Inc., Lithia NF, Inc.,
and the Nissan Division of Nissan Motor Corporation In USA dated January 2, 1998. (standard
provisions are in Exhibit 10.15.2 hereto)(7)
10.15.2 (k) Nissan Standard Provisions
10.16.1 (k) Volkswagen Dealer Agreement dated April 5, 1996, between Volkswagen United States, Inc. and
Lithia Motors, Inc. dba Lithia Volkswagen. (standard provisions are in Exhibit 10.16.2
hereto)
10.16.2 (k) Volkswagen Dealer Agreement Standard Provisions
10.17.1 (a) Commercial Lease, dated September 20, 1996, between Lithia Properties, L.L.C. and Lithia
Motors, Inc.(8)
10.17.2 (a) Form of Commercial Lease, effective January 1, 1997, between Lithia Properties, L.L.C. and
Lithia Motors, Inc.(9)
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EXHIBITS DESCRIPTION
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10.18.1 (a) Asset Purchase Agreement, dated August 2, 1996, between Lithia Motors, Inc. and Roberts
Dodge, Inc.
10.18.2 (a) Land Sale Contract, dated August 2, 1996, between Lithia Properties, L.L.C. and Milford G.
Roberts, Sr. and Sandra L. Roberts
10.18.3 (a) Assignment of Land Sale Contract, dated November 5, 1996, between Lithia Properties, LLC and
Lithia Motors, Inc.
10.19.1 (a) Commercial Lease, dated April 1, 1992, between Billy J. Wilson et al and Wilson/ Malasoma,
Inc. relating to facility in Vacaville, California
10.20.1 (d) Agreement for Purchase and Sale of Business Assets between Magnussen Dodge, Inc. and Lithia
Motors, Inc. dated January 21, 1997
10.20.2 (d) Lease between Solano Way Partnership and Lithia Real Estate, Inc. dated February 14, 1997
10.21.1 (c) Agreement for Purchase and Sale of Business Assets between Magnussen-Barbee Ford,
Lincoln-Mercury, Inc. and Lithia Motors, Inc. dated February 21, 1997
10.21.2 (e) Lease between John Ferrogiaro and Bernard L. Magnussen et al., as amended by Second
Amendment to Lease, dated December 12, 1996, and Consent to Assignment and Third Amendment
to Lease, by and among John Ferrogiaro, Magnussen Dealership Group and Lithia Real Estate,
Inc.
10.22.1 (f) Agreement for Purchase and Sale of Business Assets between Sun Valley Ford, Inc. and Lithia
Motors, Inc. dated April 2, 1997
10.22.2 (g) Promissory Note for Leasehold Improvements issued by Lithia Motors, Inc. to Sun Valley Ford,
Inc. dated August 8, 1997
10.22.3 (g) Promissory Note for Intangible Assets issued by Lithia Motors, Inc. to Sun Valley Ford, Inc.
dated August 8, 1997
10.22.4 (h) Standard Industrial Lease, as amended and assignment thereof, among Edmund C. Bartlett, Jr.,
Anna Bartlett, Sun Valley Ford, Inc. and Lithia Motors, Inc. dated July 16, 1997
10.22.5 (h) Lease Agreement and assignment thereof, among George Valente and Lena E. Valente as trustees
of the George and Lena E. Valente Trust, Sun Valley Ford, Inc. and Lithia Motors, Inc. dated
August 4, 1997
10.23.1 (f) Agreement for Purchase and Sale of Business Assets between Dick Donnelly Automotive
Enterprises, Inc. dba Dick Donnelly Lincoln-Mercury, Audi, Suzuki, Isuzu and Lithia Motors,
Inc. dated April 2, 1997
10.23.2 (k) Lease Agreement among Paul H. Snider and Dick Donnelly Automotive Enterprises, Inc. dated
October 17, 1989
10.23.3 (k) Lease Agreement among Richard M. Donnelly and Susan K. Donnelly and Lithia Real Estate, Inc.
dated October 1, 1997
10.24.1 (f) Agreement for Purchase and Sale of Business Assets between Nissan BMW, Inc. dba Bakersfield
Nissan, Acura, BMW and Lithia Motors, Inc. dated June 26, 1997
10.24.2 (k) Real Property Lease Agreement among Eloy C. Renfrow and Lithia Real Estate, Inc. dated
October 2, 1997
10.25.1 (i) Agreement for Purchase and Sale of Business Assets between Century Ford, Inc. and Lithia
Motors, Inc. dated September 1, 1997
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EXHIBITS DESCRIPTION
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10.25.2 (k) Lease Agreement among BR Enterprises and Lithia Motors, Inc. dated September 3, 1997
10.26.1 (j) Agreement for Purchase and Sale of Business Assets between Daniel A. Haus Group, Inc. dba
Quality Nissan and Quality Jeep/Eagle Hyundai and Lithia Motors, Inc. dated October 10, 1997
10.27.1 (k) Agreement for Purchase and Sale of Business Assets between Medford Nissan, Inc. dba "Medford
Nissan BMW Kia", Lithia Motors, Inc, or its nominee, and James D. Plummer, dated September
8, 1997
10.27.2 (k) Real Property Lease Agreement among James D. Plummer and Lithia Real Estate, Inc. dated
October 14, 1997
10.28.1 (k) Agreement for Purchase and Sale of Business Assets between United American Funding, Inc. dba
"Reno Volkswagen" and Lithia Motors, Inc., or its nominee, dated December 31, 1997
10.28.2 (k) Lease Agreement among Teddy Bear Havas Motors, Inc., and United American Funding, Inc. dated
July 28, 1992
10.29.1 (a) Reorganization Agreement, dated as of October 10, 1996, by and among Lithia Motors, Inc.,
LGPAC, Inc., Lithia DM, Inc., Lithia MTLM, Inc., Lithia HPI, Inc., Lithia SSO, Inc., Lithia
Rentals, Inc., Discount Auto & Truck Rental, Inc., Lithia Auto Services, Inc., Lithia
Holding Company L.L.C., Sidney B. DeBoer, M.L. Dick Heimann, R. Bradford Gray, and Steve R.
Philips
10.30.1 (k) Credit Agreement among U.S. Bank National Association, as Agent and Lender, and Lithia
Motors, Inc. and its Affiliates and Subsidiaries dated December 22, 1997
10.30.2 (k) Security Agreement among U.S. Bank National Association, as Agent and Lender, and Lithia
Motors, Inc. and its Affiliates and Subsidiaries dated December 22, 1997
10.30.3 (k) Guaranty among U.S. Bank National Association, as Agent and Lender, and Lithia Motors, Inc.
and its Affiliates and Subsidiaries dated December 22, 1997
10.30.4 First Amendment dated as of April 9, 1998, to Credit Agreement among U.S. Bank National
Association, as Agent and Lender, and Lithia Motors, Inc. and its Affiliates and
Subsidiaries dated December 27, 1997
10.31.1 (a) Management Contract between Lithia Leasing, Inc. and Lithia Properties LLC
10.32.1 (a) Purchase and Sale Agreement, dated December 13, 1996, between Lithia Properties and Lithia
Real Estate, Inc.
10.33.1 (k) Agreement for Purchase and Sale of Business Assets between E.W.H. Group, Inc. d/b/a Haddad
Jeep/Eagle and Lithia Motors, Inc. dated October 14, 1997 and Addendum to such agreement(10)
10.34.1 ** Agreement for Purchase and Sale of Business Assets between Boyland Auto Group dba Boyland
Toyota, Dorian Boyland, and Lithia Motors, Inc.
21.1 ** Subsidiaries of Lithia Motors, Inc.
23.1 ** Consent of KPMG Peat Marwick LLP
23.2 ** Consent of Moss Adams LLP
23.3 Consent of Foster Pepper & Shefelman LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (included in the signature page of the Registration Statement)
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EXHIBITS DESCRIPTION
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27.1 ** Financial Data Schedule
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** Previously filed
(a) Incorporated by reference from the Company's Registration Statement on
Form S-1, Registration Statement No. 333-14031, as declared effective by
the Securities Exchange Commission on December 18, 1996.
(b) Incorporated by reference from the Company's Registration Statement on
Form S-8, Registration Statement No. 333-45553, as filed with the
Securities Exchange Commission on February 4, 1998.
(c) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, as filed with the Securities
Exchange Commission on March 31, 1997.
(d) Incorporated by reference from the Company's Form 8-K as filed with the
Securities Exchange Commission on June 6, 1997.
(e) Incorporated by reference from the Company's Form 8-K as filed with the
Securities Exchange Commission on July 16, 1997.
(f) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997, as filed with the Securities Exchange
Commission on August 12, 1997.
(g) Incorporated by reference from the Company's Form 8-K as filed with the
Securities Exchange Commission on August 21, 1997.
(h) Incorporated by reference from the Company's Form 8-K/A as filed with the
Securities Exchange Commission on October 14, 1997.
(i) Incorporated by reference from the Company's Form 8-K as filed with the
Securities Exchange Commission on December 30, 1997.
(j) Incorporated by reference from the Company's Form 8-K as filed with the
Securities Exchange Commission on January 30, 1998.
(k) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, as filed with the Securities
Exchange Commission on March 31, 1998.
(1) Substantially identical agreements exist between Chrysler Corporation and
Lithia Chrysler Plymouth Jeep Eagle, Inc., with respect to Jeep, Eagle,
and Plymouth sales and service; between Chrysler Corporation and Lithia's
Grants Pass Auto Mart, with respect to Jeep, Eagle, Dodge and Plymouth
sales and service; between Chrysler Corporation and Medford Dodge with
respect to Dodge sales and service; and between Chrysler Corporation and
Lithia DC, Inc., with respect to Dodge sales and service.
(2) A substantially identical agreement exists between American Isuzu Motors,
Inc and Lithia SALMIR, Inc. with respect to Isuzu sales and service.
(3) Substantially identical agreements exist between American Isuzu Motors,
Inc., Lithia Motors, Inc. and Lithia DC, Inc. and between American Isuzu
Motors, Inc., Lithia Motors, Inc. and Lithia SALMIR, Inc.
(4) A substantially identical agreement exists between the same parties with
respect to Lincoln Sales and Services; between Ford Motor Company and
Lithia FN, Inc. with respect to Lincoln and Mercury sales and service; and
between Ford Motor Company and Lithia FVHC with respect to Ford sales and
service.
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(5) A substantially identical agreement exists between Toyota Motor Sales,
USA, Inc. and Lithia TKV, Inc. dba Lithia Toyota Vacaville dated November
15, 1996 with respect to Toyota Sales and Service.
(6) A substantially identical agreement exists between American Suzuki Motor
Corporation and Lithia SALMIR, Inc., dated October 6, 1997, with respect
to Suzuki sales and service.
(7) A substantially identical agreement exists between Nissan Motor
Corporation and Lithia NB, Inc., dated October 2, 1997, with respect to
Nissan sales and service.
(8) Substantially identical leases of the same date exist between Lithia
Properties L.L.C. and (i) Lithia TLM, L.L.C. and Lithia MTLM, Inc.,
relating to the properties located in Medford, Oregon at 360 E. Jackson
St., 400 N. Central Ave., 325 E. Jackson St., 343-345 Apple St., 440-448
Front St., 3rd & Front St. and 344 Bartlett, collectively at a lease rate
of $42,828 per month; (ii) Lithia Motors, Inc. dba Lithia Body and Paint,
relating to the properties in Medford, Oregon, located at 4th & Bartlett,
235 Bartlett, 220 N. Bartlett, and 275 E. 5th; and in Grants Pass, Oregon,
at 1470 N.E. 7th, collectively at a lease rate of $16,890 per month; (iii)
Discount Auto and Truck Rental, Inc., relating to properties located in
Medford, Oregon, at 326 N. Bartlett, 315 & 321 Apple St., and in Grants
Pass, Oregon, at 1470 N.E. 7th, collectively at a lease rate of $2,609 per
month; (iv) Lithia Dodge, L.L.C. and Lithia DM, Inc., relating to
properties located in Medford, Oregon, at 322 E. 4th, 315 & 324 E. 5th
St., 225, 319 & 323 E. 6th, Riverside & 4th, Riverside & 6th, and 129 N.
Riverside, collectively at a lease rate of $53,490 per month; (v) Lithia
Grants Pass Auto Center and L.L.C., LGPAC, Inc., relating to the property
located in Grants Pass, Oregon, at 1421 N.E. 6th at a lease rate of
$25,625 per month; (vi) Lithia Motors, Inc. and Lithia SSO, Inc., relating
to properties located in Medford, Oregon, at 400, 705-717 N. Riverside
Ave., 712 and 716 Pine St., and 502 Maple St., collectively at a lease
rate of $20,048 per month; (vii) Lithia Motors, Inc. dba Thrift Auto
Supply, relating to the properties located in Medford, Oregon, at 801 N.
Riverside Ave, and 503 Maple St., collectively at a lease rate of $6,265
per month; and (viii) Lithia Motors, Inc. and Lithia HPI, Inc., relating
to properties located in Medford, Oregon, at 700 and 800 N. Central Ave,
217 and 220 N. Beatty St., 710 and 815-817 Niantic St., and 311 & 313
Maple St., collectively at a lease rate of $30,350 per month.
(9) Substantially identical lease will exist between Lithia Properties L.L.C.
and (i) Lithia MTLM, Inc., relating to the properties located in Medford,
Oregon at 360 E. Jackson St., 400 N. Central Ave., 325 E. Jackson St.,
343-345 Apple St., 440-448 Front St., 3rd & Front St. and 344 Bartlett,
315 & 321 Apple St., and 401 E. 4th St., collectively at a lease rate of
$33,728 per month; (ii) Lithia Auto Services, Inc. dba Lithia Body and
Paint, relating to the properties in Medford, Oregon, located at 401 E.
4th St., 4th & Bartlett, 235 Bartlett, 220 N. Bartlett, and 275 E. 5th;
and in Grants Pass, Oregon, at 1470 N.E. 7th, and 801 N. Riverside Ave,
collectively at a lease rate of $17,439 per month; (iii) Lithia Rentals,
Inc., dba Discount Auto and Truck Rental, relating to properties located
in Medford, Oregon, at 971 Gilman Rd., and in Grants Pass, Oregon, at 1470
N.E. 7th, collectively at a lease rate of $962 per month; (iv) Lithia
Dodge, L.L.C. and Lithia DM, Inc., relating to properties located in
Medford, Oregon, at 322 E. 4th, 315 & 324 E. 5th St., 225, 319 & 323 E.
6th, Riverside & 4th, Riverside & 6th, and 129 N. Riverside, collectively
at a lease rate of $53,490 per month; (v) LGPAC, Inc., relating to the
property located in Grants Pass, Oregon, at 1421 N.E. 6th and 1470 N.E.
7th, collectively at a lease rate of $18,023 per month; (vi) Lithia SSO,
Inc., relating to properties located in Medford, Oregon, at 400, 705-717
N. Riverside Ave., collectively at a lease rate of $16,364 per month;
(vii) Lithia DM, Inc., relating to properties located in Medford, Oregon,
at 324 E. 5th, 319 & 323 E. 6th St., 6th & Riverside, 129 N. Riverside,
4th & Riverside, 225 E. 6th, 315 E. 5th, 322 E. 4th, 201 N. Riverside,
309, 315, 333, and 329 N. Riverside, 334 & 346 Apple St. and 401 E. 4th,
collectively at a lease rate of $30,557 per month; and (viii) Lithia
Motors, Inc., relating to properties located in Medford, Oregon, at 360 E.
Jackson, 325 E. Jackson, 345 B. Bartlett, and 401 E. 4th St., collectively
at a lease rate of $5,309 per month. Substantially identical lease
agreements also
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exist between Lithia Real Estate, Inc., and (i) Lithia FVHC, Inc. relating
to the properties in Concord, California, located at 1260 Diamond Way and
2285 Diamond Way; (ii) Lithia BB, Inc., relating to the property in
Bakersfield, California, located at 3201 Cattle Drive; (iii) Lithia DE,
Inc., relating to the properties in Eugene, Oregon, located at 2121
Centennial Boulevard and 80 Centennial Loop; (iv) Lithia TKV, Inc.
relating to the property in Vacaville, California, located at 100 Auto
Center Drive; (v) Lithia Auto Services, Inc. relating to the property in
Medford, Oregon, located at 2665 Bullock Road; (vi) Lithia FN, Inc.
relating to the property in Napa, California, located at 300 Soscol
Avenue; (vii) Lithia NB, Inc. relating to the properties in Bakersfield,
California, located at 3101 and 3201 Cattle Drive and 2800 and 2808
Pacheco Road; (viii) Lithia MMF, Inc. relating to the properties in
Fresno, California, located and 155 and 165 East Auto Center Drive; (ix)
Lithia FMF, Inc. relating to the properties in Fresno, California, located
at 175 and 195 East Auto Center Drive; (x) Lithia DC, Inc. relating to the
property in Concord, California, located at 4901 Marsh Drive; (xi) Lithia
SALMIR, Inc. relating to the properties in Reno, Nevada, located at 7063
and 7175 South Virginia Street and the property in Sparks, Nevada, located
at 40 Victorian Avenue; and (xii) Lithia NF, Inc., relating to the
property in Fresno, California, located at 5580 North Blackstone Avenue.
(10) A substantially identical agreement (except for the purchase price and the
purchase rather than leasing of the business property) exists between
Rodway Chevrolet Co., and Lithia Motors, Inc., dated March 19, 1998, with
respect to the purchase and sale of business assets of Rodway Chevrolet
located in Redding, California.
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FIRST AMENDMENT TO CREDIT AGREEMENT
Dated as of April 9, 1998
Lithia Motors, Inc. ("Borrower"), its Affiliates and Subsidiaries who are
from time to time parties thereto, including without limitation those signing
this Agreement (together with Borrower, the "Loan Parties"); the financial
institutions who are from time to time parties thereto ("Lenders"), including
without limitation those signing this Amendment ("Amendment"), and U.S. Bank
National Association, as agent for the Lenders, have entered into a Credit
Agreement dated as of December 22, 1997 ("Credit Agreement").
The parties have agreed to amend the Credit Agreement as set forth herein.
In consideration of the premises and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Increase in Swingline Commitment. The parties have agreed to increase
the Swingline Commitment from $10,000,000 to $30,000,000 without any
corresponding increase in the Total New Vehicle Commitment. Accordingly, to the
extent that the sum of the Swingline Loan Outstandings plus the Total New
Vehicle Loan Outstandings exceeds the Total New Vehicle Commitment, such amount
shall be maintained by Swingline Lender solely for its own account.
2. Amendments to Credit Agreement. The Credit Agreement is hereby amended
as follows:
2.1 Definitions. The definitions of Swingline Commitment and Total
Commitment are deleted and replaced with the following:
Swingline Commitment. The commitment of the Swingline Lender,
as in effect from time to time, to advance Swingline Loans, which as
of the Closing Date shall be $5,000,000 and as of April 9, 1998
shall be $30,000,000 and which may be any lesser amount, including
zero, resulting from a termination or reduction of such amount in
accordance with Sections 2.1 and 8.2 of this Agreement.
<PAGE>
Total Commitment. At any time, the sum of the Total New
Vehicle Commitment (which includes $10,000,000 of the Swingline
Commitment) $20,000,000 of the Swingline Commitment, Total Program
and Used Vehicle Commitment, Total Demonstrator Vehicle Commitment,
and Total Acquisition Loan Commitment.
2.2 New Vehicle Loans. Section 2.1(a)(i)(A) is deleted and
replaced with the following:
(A) After giving effect to all requested New Vehicle Loans,
the Total New Vehicle Loan Outstandings (which equals the sum of (x)
the outstanding principal amount of New Vehicle Loans specifically
advanced to finance the purchase of New Vehicles for inventory, plus
(y) the outstanding principal amount of Other Purpose Loans) plus
the Swingline Loan Outstandings, shall not at any time exceed the
sum of the Total New Vehicle Commitment plus $20,000,000
(representing a portion of the Swingline Commitment).
2.3 Swingline Loans. Section 2.2(b)(i)(B) is deleted and
replaced with the following:
(B) The sum of the Total Swingline Loan Outstandings plus the
Total New Vehicle Loan Outstandings (after giving effect to all
requested New Vehicle Loans and Swingline Loans) shall not exceed
the sum of the Total New Vehicle Commitment plus $20,000,000
(representing a portion of the Swingline Commitment).
2.4 Funding of Loans. The following is hereby added to the Credit
Agreement as Section 2.4(b)(iv):
Notwithstanding anything to the contrary in this Agreement,
including but not limited to the fact that the sum of the Total
Swingline Loan Outstandings plus the Total New Vehicle Loan
Outstandings may exceed the Total New Vehicle Commitment, no Lender
shall have any obligation whatsoever, whether directly or
indirectly, to fund New Vehicle Loans in excess of such Lender's New
Vehicle Commitment or to fund any other Loans in excess of the
applicable Commitment of such Lender.
2.5 Prepayments. The first sentence of Section 2.7(b) is deleted and
replaced with the following:
If at any time and for any reason (i) the aggregate of the
Total New Vehicle Loan Outstandings plus the Swingline Loan
Outstandings shall exceed the sum of the Total New Vehicle
Commitment plus $20,000,000, or (ii) the aggregate of the Total New
Vehicle Loan Outstandings plus up to $10,000,000 of the Swingline
Loan Outstandings shall exceed the Total New Vehicle Commitment, the
Borrower shall immediately pay the amount of such excess to the
Agent for application in accordance with the terms of Section 2.8(d)
of this Agreement.
<PAGE>
2.6 Amendments; Waivers, Etc. The proviso to Section 11.7 is
deleted and replaced with the following:
provided, further, that the Swingline Lender may increase the
Fee associated with the Swingline Commitment without the consent of
any other Lender, and U.S. Bank may increase the Fee associated with
the Total Demonstrator Vehicle Commitment without the consent of any
other Lender.
3. No Other Changes. Except as amended previously or herein, all terms and
conditions of the Credit Agreement and each Loan Document shall remain in full
force and effect. Each Loan Party acknowledges and agrees that (a) each Loan
Document is and shall remain valid and enforceable in accordance with its terms
and (b) each Loan Party has no defenses, setoffs, counterclaims or claims for
recoupment against the indebtedness and obligations imposed by the Loan
Documents.
4. Defined Terms. All capitalized terms used herein without definition
shall have the meanings given to such terms in the Credit Agreement.
5. Conditions Precedent. The effectiveness of this Agreement is subject to
satisfaction of the following conditions:
5.1 Each party whose name appears on the signature pages hereto
shall execute and deliver this Amendment to Agent.
5.2 Borrower shall execute and deliver to Swingline Lender a new
Swingline Note in the amount of $30,000,000.
5.3 Borrower shall pay a $75,000 fee to Agent. $25,000 shall be
retained by Agent. $50,000 shall be distributed by the Agent to the Lenders.
Each Lender shall receive the amount set forth by such Lender's signature.
5.4 Each Loan Party shall execute such documents, provide such
information and satisfy such other requirements as Lender reasonably requires.
6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one document.
<PAGE>
7. 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.
BORROWER:
LITHIA MOTORS, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
AGENT:
U.S. BANK NATIONAL ASSOCIATION, as Agent
By: /s/ Caron Carlyon
----------------------------------
Caron Carlyon
Vice President
AFFILIATES AND SUBSIDIARIES:
LITHIA HOLDING COMPANY, L.L.C.
By: /s/ Brian R. Neill
- ---------------------------------------
As Agent for Manager
<PAGE>
LITHIA TLM, L.L.C.
By: Lithia Motors, Inc., as Manager
By: /s/ Brian R. Neill
- ----------------------------------
Senior Vice President/CFO
LITHIA'S GRANTS PASS AUTO CENTER, L.L.C.
By: Lithia Motors, Inc., as Manager
By: /s/ Brian R. Neill
- ----------------------------------
Senior Vice President/CFO
LITHIA DODGE, L.L.C.
By: Lithia Motors, Inc., as Manager
By: /s/ Brian R. Neill
- ----------------------------------
Senior Vice President/CFO
LITHIA CHRYSLER PLYMOUTH JEEP EAGLE, INC.
By: Lithia Motors, Inc., as Manager
By: /s/ Brian R. Neill
- ----------------------------------
Senior Vice President/CFO
<PAGE>
LITHIA MTLM, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LGPAC, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA DM, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
SATURN OF SOUTHWEST OREGON, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA HPI, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
<PAGE>
LITHIA DE, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA DC, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA FN, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA TKV, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA FVHC, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
<PAGE>
LITHIA VWC, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA NB, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA BB, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA MB, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA JEB, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
<PAGE>
LITHIA RENTALS, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA AUTO SERVICES INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA SALMIR, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA BNM, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA MMF, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
<PAGE>
LITHIA FMF, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA JEF, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA NF, INC.
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
LITHIA FINANCIAL CORPORATION
By: /s/ Brian R. Neill
- ---------------------------------------
Senior Vice President/CFO
<PAGE>
LENDERS
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Caron Carlyon
----------------------------------
Caron Carlyon
Vice President
Fee: $42,857.17
COMERICA BANK
By: /s/ Joseph M. Davignon
----------------------------------
Joseph M. Davignon
Vice President
Fee: $5,357.14
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
By: /s/ Bradley S. Polivka
----------------------------------
Bradley S. Polivka
Credit Services Account Manager
Fee: $3,571.43
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ M. W. Kringlen
----------------------------------
M. W. Kringlen
Vice President
Fee: $3,571.43
BANK OF SCOTLAND
By: /s/ Annie Chin Tat
----------------------------------
Annie Chin Tat
Vice President
Fee: $5,357.14
<PAGE>
BNY FINANCIAL CORPORATION
By: /s/ David F. Trinkle
----------------------------------
David F. Trinkle
Executive Vice President
Fee: $7,142.86
FIRST SECURITY BANK
By: /s/ Scott Gibson
----------------------------------
Scott Gibson
Vice President/Northwest Wholesale Manager
Fee $3,571.43
FIRST HAWAIIAN BANK
By: /s/ Carey R. Thielman
----------------------------------
Carey R. Thielman
Vice President
Fee: $3,571.43
