EXHIBIT 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
Dated as of: April 29, 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, as amended by First Amendment to Credit
Agreement dated as of April 9, 1998 ("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. Section 2.8(d) of the Credit Agreement is deleted and replaced with
the following:
(d) If the Cornniitments shall have been terminated or the
Obligations shall have been declared immediately due and payable pursuant to
Section 8.2, all funds received from or on behalf of the Borrower (including as
proceeds of Collateral) by any Lender with respect to Obligations (except funds
received by any Lenders as a result of a purchase of a participant interest
pursuant to Section 2.8(e) below) shall be remitted to the Agent, and all such
funds, together with all other funds received by the Agent from or on behalf of
the Borrower (including proceeds of Collateral) with respect to Obligations,
shall be applied by the Agent in the following manner and order: (i) first, to
reimburse the Agent and the Lenders, in that order, for any amounts payable
pursuant to Sections 11.2 and 11.3 of this Agreement; (ii) second, to the
payment of the Fees; (iii) third, to the payment of interest due on the Loans;
(iv) fourth, to payment of so much of the outstanding principal balance of the
Swingline Loans as is equal to the amount by which the Total Loan Outstandings
exceed the Total Commitment; (v) fifth, to payment of the outstanding balance of
the remainder of Loans (including any remaining balance on the Swingline Loans),
pro rata to the outstanding principal balance of each of the Loans, unless
otherwise specified in writing by each of the Lenders; (vi) sixth, any remaining
funds shall be paid to whoever shall be entitled thereto or as a court of
competent jurisdiction shall direct.
2. 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) such 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.
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5. CONDITIONS PRECEDENT. This Amendment shall become effective upon
execution and delivery of this Amendment to Agent by each party whose name
appears on the signature pages hereof.
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.
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.
AGENT:
U.S. BANK NATIONAL ASSOCIATION
as Agent
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