EX-10
Exhibit 10.30.3 Guaranty with US Bank
EXHIBIT 10.30.3
GUARANTY
AMONG
U.S. BANK NATIONAL ASSOCIATION,
as Agent and Lender
AND
LITHIA MOTORS, INC., and its
AFFILIATES and SUBSIDIARIES
Dated: December 22, 1997
This Guaranty is entered into as of this December 22, 1997, by LITHIA
HOLDING COMPANY, L.L.C., LITHIA TLM, L.L.C., LITHIA'S GRANTS PASS AUTO
CENTER, L.L.C., LITHIA DODGE, L.L.C., LITHIA CHRYSLER PLYMOUTH JEEP EAGLE,
INC., LITHIA MTLM, INC., LGPAC, INC., LITHIA DM, INC., SATURN OF SOUTHWEST
OREGON, INC., LITHIA HPI, INC., LITHIA DE, INC., LITHIA DC, INC., LITHIA FN,
INC., LITHIA TKV, INC., LITHIA FVHC, INC., LITHIA VWC, INC., LITHIA NB, INC.,
LITHIA BB, INC., LITHIA MB, INC., LITHIA XXX, INC., LITHIA RENTALS, INC.,
LITHIA AUTO SERVICES, INC., LITHIA SALMIR, INC., LITHIA BNM, INC., LITHIA
MMF, INC., LITHIA FMF, INC., LITHIA JEF, INC., LITHIA NF, INC., and LITHIA
FINANCIAL CORPORATION, (each a "Guarantor" and collectively, the
"Guarantors") in favor of the Agent and the Lenders (each as defined below).
RECITALS:
A. Concurrently with execution of this Guaranty, Lithia Motors, Inc.
(the "Borrower") and the Guarantors have entered into a Credit Agreement with
U.S. Bank National Association and the financial institutions who are from
time to time parties thereto (the "Lenders"), and U.S. Bank National
Association, as agent for the Lenders (in such capacity, the "Agent"), (as
the same may be amended, modified, supplemented or extended from time to time
and any number of substitutions, renewals and replacements thereof or
therefor, the "Credit Agreement"), pursuant to which the Lenders have agreed
to extend credit to the Borrower for the benefit of the Loan Parties from
time to time.
B. The Lenders' obligations to extend credit to the Borrower are
subject, among other things, to execution of this Guaranty by the Guarantors.
For valuable consideration, the Guarantors hereby agree as follows:
1. Definitions and Other Interpretive Provisions. Capitalized terms
used but not defined in this Guaranty shall have the meanings ascribed to
them in the Credit Agreement. The "Rules of Interpretation" in section 1.2
of the Credit Agreement shall be applicable to this Guaranty and are hereby
incorporated into this Guaranty.
2. Continuing Guaranty. The Guarantors absolutely, irrevocably, and
unconditionally, jointly and severally, guarantee the full and punctual
payments and performance of the Obligations whether any such Obligation is
voluntarily or involuntarily incurred, due or not due, absolute or
contingent, liquidated or unliquidated, determined or undetermined; whether
the Borrower may be liable individually or jointly with others; whether
recovery on the Obligations may be or may become barred or unenforceable
against the Borrower or any other Loan Party for any reason whatsoever; and
whether the Obligations arise from transactions which may be voidable on
account of ultra xxxxx, or otherwise; together with all costs, expenses and
Attorney Fees incurred in connection with or relating to, the collection of
the Obligations, the collection and sale of any Collateral for the
Obligations or this Guaranty, or the enforcement of this Guaranty. The
provisions of this Guaranty shall extend and be applicable to all renewals,
replacements, amendments, extensions, consolidations and modifications of the
Obligations and the Loan Documents underlying the Obligations, and any and
all references in this Guaranty to the Obligations or any Loan Document shall
be deemed to include any such renewals, replacements, amendments, extensions,
consolidations, or modifications thereof.
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3. Nature of Guaranty. The Guarantors' liability under this
Guaranty shall be open, continuous, direct and immediate and not conditional
or contingent on the pursuit of any remedies against the Borrower or any Loan
Party or any other Person. The Guarantors intend to guarantee at all times
the performance and prompt payment when due, whether at maturity or earlier
by reason of acceleration or otherwise, of all Obligations. Accordingly, no
payments made upon the Obligations will discharge or diminish the continuing
liability of the Guarantors in connection with any remaining portions of the
Obligations or any of the Obligations which subsequently arise or is
thereafter incurred or contracted. Even if this Guaranty has been
terminated, if any payment or other transfer to any Lender on account of any
Obligations guaranteed hereby is avoided or set aside under any applicable
bankruptcy, insolvency or fraudulent conveyance law or law for the relief of
debtors or on any other basis, or if any Lender in its sole discretion
consents in good faith to any such avoidance or set aside, such Obligations
and the liability of the Guarantors under this Guaranty shall be deemed to
continue or be reinstated to the extent of such payment or transfer.
The Guarantors acknowledge that they are liable for the full amount of
all Obligations for the reason that in addition to receiving loan proceeds
from the Borrower, the Guarantors are receiving substantial corporate
benefits by the Agent making this credit facility available to Lithia Motors,
Inc., its Subsidiaries and Affiliates. The corporate benefits include the
ability of the Loan Parties to consolidate credit so that the Loan Parties
may take advantage of lower interest rates, including the ability to obtain
LIBOR Loans.
The Guarantors acknowledge that the Agent is relying on the Guarantors
to guaranty all the Obligations hereunder even though the Guarantors may not
directly receive all the loan proceeds under the Credit Agreement.
4. Duration of Guaranty. This Guaranty will take effect when
received by the Agent without the necessity of any acceptance by any Lender,
or any notice to the Guarantors or to the Borrower, and will continue in full
force until all Obligations incurred or contracted shall have been fully and
finally paid and satisfied and all other obligations of the Guarantors under
this Guaranty shall have been performed in full. Release of any other
guarantor for or termination of any other guaranty of the Obligations shall
not affect the liability of any other Guarantor under this Guaranty. It is
anticipated that fluctuations may occur in the aggregate amount of
Obligations covered by this Guaranty, and it is specifically acknowledged and
agreed by the Guarantors that reductions in the amount of Obligations, even
to zero dollars ($0.00), shall not constitute a termination of this
Guaranty. This Guaranty is binding upon the Guarantors and the Guarantors'
successors and assigns as to any guaranteed Obligations at all times, and
remains binding even though the Obligations guaranteed may from time to time
equal zero dollars ($0.00).
5. Guarantors' Authorization to Lenders. Each Guarantor authorizes,
the Agent and each Lender without notice or demand and without lessening the
Guarantor's liability under this Guaranty, from time to time: (a) to make
one or more additional secured or unsecured loans to the Borrower, to lease
equipment or other goods to the Borrower, or otherwise to extend additional
credit to the Borrower; (b) to alter, compromise, renew, extend, accelerate,
or otherwise change one or more times the time for payment or other terms of
the Obligations or any part of the Obligations, including increases and
decreases of the rate of interest on the Obligations; extensions may be
repeated and may be for longer than the original loan term; (c) to take and
hold security for the payment of this Guaranty or the Obligations, and
exchange, enforce, waive, subordinate, fail or decide not to perfect, and
release any such security, with or without the substitution of new
collateral; (d) to release, substitute, agree not to xxx, or deal with any
one or more of the Loan Parties or any Loan Party's sureties, endorsers, or
other guarantors on any terms or in any manner Agent may choose; (e) to
determine how, when and what application of payments and credits shall be
made on the Obligations; (f) to apply such security and direct the order or
manner of sale thereof, including without limitation, any nonjudicial sale
permitted by the terms of the controlling security agreement or deed of
trust, as Agent in its discretion may determine; (g) to sell, transfer,
assign, or grant participations in any or any part of the Obligations; and
(h) to assign or transfer this Guaranty in whole or in part.
6. Guarantors' Representations and Warranties. Each Guarantor
jointly and severally represents and warrants to the Lenders that (a) no
representations or agreements of any kind have been made to the Guarantors
which would limit or qualify in any way the terms of this Guaranty; (b) this
Guaranty is executed at the Borrower's and each other Loan Party's request
and not at the request of the Lenders; (c) each Guarantor has full power,
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right and authority to enter into this Guaranty; (d) the provisions of this
Guaranty do not conflict with or result in a default under any agreement or
other instrument binding upon any Guarantor and do not result in a violation
of any law, regulation, court decree or order applicable to the Guarantor;
(e) such Guarantor has not and will not, without the prior written consent of
the Lenders, sell, lease, assign, encumber, hypothecate, transfer, or
otherwise dispose of its assets, or any interest therein, except as may be
permitted by the Credit Agreement; (f) upon the Lenders' request, a Guarantor
will provide to the Lenders financial and credit information in form
acceptable to the Lenders, and all such financial information which currently
has been, and all future financial information which will be provided to the
Lenders is and will be true and correct in all material respects and fairly
presents the financial condition of the Guarantor as of the dates the
financial information is provided; (g) no material adverse change has
occurred in any Guarantor's financial condition since the date of the most
recent financial statements provided to the Lenders and no event has occurred
which may materially adversely affect a Guarantor's financial condition; (h)
no litigation, claim, investigation, administrative proceeding or similar
action (including those for unpaid taxes) against any Guarantor is pending or
threatened; (i) the Lenders have made no representation to any Guarantor as
to the creditworthiness of the Borrower or any other Loan Party; and (j)
the Guarantors have established adequate means of obtaining from the Borrower
or any other Loan Party on a continuing basis information regarding the
Borrower's and each other Loan Party's financial condition. The Guarantors
agree to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect the Guarantors' risks under this
Guaranty, and the Guarantors further agree that the Lenders shall have no
obligation to disclose to the Guarantors any information or documents
acquired by the Lenders in the course of their relationship with the Borrower
or any other Loan Party.
7. Guarantors' Waivers.
7.1 Except as prohibited by applicable law, each Guarantor
waives any right to require the Lenders (a) to continue lending money or to
extend other credit to the Borrower or any other Loan Party; (b) to make any
presentment, protest, demand, or notice of any kind, including notice of any
nonpayment of the Obligations or of any nonpayment related to any collateral,
or notice of any action or nonaction on the part of the Borrower or any other
Loan Party, any Lender, any surety, endorser, or other guarantor in
connection with the Obligations or in connection with the creation of new or
additional loans or obligations; (c) to resort for payment or to proceed
directly or at once against any Person, including the Borrower, any other
Loan Party, or any other Guarantor; (d) to proceed directly against or
exhaust any collateral held by the Lenders from the Borrower, any other Loan
Party, any other Guarantor, or any other Person; (e) to give notice of the
terms, time, and place of any public or private sale of personal property
security from the Borrower or any other Loan Party held by the Lenders or to
comply with any other applicable provisions of the Uniform Commercial Code;
(f) to pursue any other remedy within any Lender's power; or (g) to commit
any act or omission of any kind, or at any time, with respect to any matter
whatsoever.
7.2 If now or hereafter (a) the Borrower or any other Loan
Party shall be or become insolvent, and (b) the Obligations shall not at all
times until paid be fully secured by Collateral pledged by the Borrower or
any other Loan Party, each Guarantor hereby forever waives and relinquishes
in favor of each Lender and Borrower, or such other Loan Party, and their
respective successors, any claim or right to payment the Guarantor may now
have or hereafter have or acquire against the Borrower or such other Loan
Party, by subrogation or otherwise, so that at no time shall the Guarantor be
or become a "creditor" of the Borrower, or such other Loan Party, within the
meaning of 11 U.S.C. Section 547(b), or any successor provision of the
Federal bankruptcy laws.
7.3 Each Guarantor waives any and all rights or defenses
arising by reason of (a) any "one action" or "anti-deficiency" law or any
other law which may prevent the Lenders from bringing any action, including a
claim for deficiency, against a Guarantor, before or after any Lender's
commencement or completion of any foreclosure action, either the judicially
or by exercise of a power of sale; (b) any election of remedies by any Lender
which destroys or otherwise adversely affects a Guarantor's subrogation
rights or a Guarantor's rights to proceed against the Borrower, or any other
Loan Party, for reimbursement, including without limitation, any loss of
rights the Guarantor may suffer by reason of any law limiting, qualifying, or
discharging the Obligations; (c) any disability or other defense of the
Borrower, of any other Loan Party, of any other Guarantor of the Obligations,
or of any other Person, or by reason of the cessation of the Borrower's or
any other Loan Party's liability from any cause whatsoever, other than
payment in full in legal tender, of the Obligations; (d) any right to claim
discharge of the Obligations on the basis of unjustified impairment of any
collateral for the Obligations; (e) any lack of notice to which the Guarantor
might otherwise be entitled; (f) the inaccuracy of any representation or
warranty by the Borrower or any other Loan Party contained in any Loan
Document; (g) any assertion or claim that the automatic stay provided by 11
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U.S.C. 362 (arising on the voluntary or involuntary bankruptcy proceeding
of the Borrower or any other Loan Party) or any other stay provided under any
other debtor relief law (whether statutory, common law, case law or
otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which
may be or become applicable, shall operate or be interpreted to stay,
interdict, condition, reduce or inhibit the ability of the Agent to enforce
any rights, whether now existing or hereafter acquired, which the Agent may
have against the Borrower or any other Loan Party; (h) any statute of
limitations, if at any time any action or suit brought by any Lender against
a Guarantor is commenced, there are outstanding Obligations of the Borrower
or any other Loan Party to any Lender which are not barred by any applicable
statute of limitations; or (i) any defenses given to any Guarantor at law or
in equity other than actual payment and performance of the Obligations. If
payment is made by the Borrower or any other Loan Party, whether voluntarily
or otherwise, or by any third party, on the Obligations and thereafter the
Lenders are forced to remit the amount of that payment to the Borrower's or
such other Loan Party's trustee in bankruptcy or to any similar person under
any federal or state bankruptcy law or law for the relief of debtors, the
Obligations shall be considered unpaid for the purpose of enforcement of this
Guaranty.
7.4 Guarantors warrant and agree that each of the waivers set
forth above is made with the Guarantors' full knowledge of its significance
and consequences and that, under the circumstances, the waivers are
reasonable and not contrary to public policy or law. If any such waiver is
determined to be contrary to any applicable law or public policy, such waiver
shall be effective only to the extent permitted by law or public policy.
8. Lenders' Right of Setoff. In addition to all liens upon and
rights of setoff against the moneys, securities or other property of any
Guarantor given to the Lenders by law, the Lenders shall have, with respect
to the Guarantor's obligations to the Lenders under this Guaranty and to the
extent permitted by law, a contractual possessory security interest in and a
right of setoff against, and the Guarantor hereby assigns, conveys, delivers,
pledges, and transfers to the Lenders all of its right, title and interest in
and to, all deposits, moneys, securities and other property now or hereafter
in the possession of or on deposit with the Lenders, whether held in a
general or special account or deposit, whether held jointly with someone
else, or whether held for safekeeping or otherwise. Every such security
interest and right of setoff may be exercised without demand upon or notice
to the Guarantor. No security interest or right of setoff shall be deemed to
have been waived by any act or conduct on the part of the Lenders or by any
neglect to exercise such right of setoff or to enforce such security interest
or by any delay in so doing. Every right of setoff and security interest
shall continue in full force and effect until such right of setoff or
security interest is specifically waived or released by the Lenders in
accordance with the terms of the applicable Loan Documents.
9. Subordination of Borrower's Debt to Guarantors. The Guarantors
agree that the Obligations of the Borrower or any other Loan Party to the
Lenders, whether now existing or hereafter created, shall be prior to any
claim that any Guarantor may now have or hereafter acquire against the
Borrower or such other Loan Party, whether or not the Borrower or such other
Loan Party becomes insolvent. Each Guarantor hereby expressly subordinates
any claim it may have against the Borrower or any other Loan Party, upon any
account whatsoever, to any claim that the Lenders may now or hereafter have
against the Borrower or such other Loan Party. In the event of insolvency
and consequent liquidation of the assets of the Borrower or any other Loan
Party, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation, or otherwise, the assets of the Borrower or such other
Loan Party applicable to the payment of the claims of both Lenders and the
Guarantors shall be paid to the Agent or the Lenders and shall be first
applied to the Obligations of the Borrower or such other Loan Party to
Lenders. Each Guarantor hereby assigns to Lenders all claims which they may
have or acquire against the Borrower or any other Loan Party or against any
assignee or trustee in bankruptcy of the Borrower or such other Loan Party;
provided, however, that such assignment shall be effective only for the
purpose of assuring to Lenders full payment in legal tender of the
Obligations. If the Lenders so request, any notes or credit agreements now
or hereafter evidencing any debts or obligations of the Borrower or any other
Loan Party to any Guarantor shall be marked with a legend that the same are
subject to this Guaranty and shall be delivered to the Lenders. The
Guarantors agree, and the Lenders hereby are authorized, in the name of any
Guarantor, from time to time to execute and file financing statements and
continuation statements and to execute such other documents and to take such
other actions as the Lenders deem necessary or appropriate to perfect,
preserve and enforce its rights under this Guaranty.
10. Amendments. This Guaranty and the other Loan Documents
constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Guaranty and may be amended only by an agreement in
writing entered into in accordance with the provisions of the Credit
Agreement.
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11. Attorney Fees; Expenses. The Guarantors agree to pay upon demand
all of Lenders' costs and expenses, including Lenders' legal fees and
expenses, incurred in connection with the enforcement of this Guaranty. The
Lenders may pay someone else to help enforce this Guaranty, and the
Guarantors shall pay the costs and expenses of such enforcement. Costs and
expenses include the Lenders' attorneys' fees and legal expenses and
disbursements whether or not there is a lawsuit, of outside counsel, and
allocated costs of in-house counsel, including attorneys' fees and legal
expenses for bankruptcy proceedings (and including efforts to modify or
vacate any automatic stay or injunction), appeals, petitions for review, and
any anticipated post-judgment collection services. The Guarantors also shall
pay all court costs and such additional fees as may be directed by the court.
12. Notices. Any demand or notice to be given pursuant to this
Guaranty shall be given in accordance with the terms of Section 11.1
("Notices") of the Credit Agreement.
13. Successors and Assigns. This Guaranty may be assigned and
transferred by any Lender to any assignee and transferee of any Obligations;
however, the duties and obligations of the Guarantors may not be delegated or
transferred by the Guarantors without the written consent of all Lenders.
The rights and privileges of the Lenders shall inure to the benefit of their
respective successors and assigns, and the duties and obligations of the
Guarantors shall bind their respective successors and assigns.
14. No Waiver by Lender. No Lender shall be deemed to have waived
any rights under this Guaranty unless such waiver is given in writing and
signed by the Lender. No failure or delay on the part of any Lender in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof, or the
exercise of any other right, power or privilege. Failure by any Lender to
insist upon strict performance hereof shall not constitute a relinquishment
of its right to demand strict payment by any person on any Obligations, with
knowledge of a default on any Obligations or of a breach of this Guaranty, or
both, shall not be construed as a waiver of the default or breach.
15. Interpretation; Partial Invalidity. Whenever possible each
provision of this Guaranty shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Guaranty shall be prohibited by or invalid under such law, such provisions
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Guaranty.
16. Joinder. Each Guarantor agrees that from time to time in the
event that it shall acquire or form any Subsidiary or Affiliate, it shall
cause such Subsidiary or Affiliate to execute and deliver a Joinder
Agreement, and that upon such execution and delivery, this Guaranty shall
become the binding obligation of such Subsidiary or Affiliate.
17. Governing Law. THIS GUARANTY IS A CONTRACT UNDER THE LAWS OF THE
STATE OF OREGON AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OR OREGON (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OF LAW OR CHOICE OF LAW PROVISIONS, RULES, OR
PRINCIPLES). EACH GUARANTOR CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF
ANY OF THE FEDERAL OR STATE COURTS LOCATED IN MULTNOMAH COUNTY IN THE STATE
OF OREGON IN CONNECTION WITH ANY ACTION TO ENFORCE THE RIGHTS OF THE AGENT
UNDER THIS GUARANTY. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION BROUGHT
IN THE COURTS REFERRED TO IN THE PRECEDING SENTENCE AND HEREBY IRREVOCABLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH ACTION THAT SUCH ACTION
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
18. Waiver of Jury Trial. EACH GUARANTOR AND THE AGENT HEREBY WAIVES
ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF
ANY DISPUTE IN CONNECTION WITH THIS GUARANTY, ANY RIGHTS OR OBLIGATIONS UNDER
THIS GUARANTY OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS
PROHIBITED BY LAW, EACH GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER
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THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH GUARANTOR (a) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS AND (b) ACKNOWLEDGES THAT THE AGENT HAS BEEN
INDUCED TO ENTER INTO THIS GUARANTY BECAUSE OF, AMONG OTHER THINGS, SUCH
GUARANTOR'S WAIVERS AND CERTIFICATIONS CONTAINED IN THIS GUARANTY.
19. Credit Agreement Controls. If there are any conflicts or
inconsistencies among the Credit Agreement and this Guaranty, the provisions
of the Credit Agreement shall prevail and control.
20. Disclosure.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE
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 LENDERS TO BE ENFORCEABLE.
THE GUARANTORS ACKNOWLEDGE RECEIPT OF A COPY OF THIS GUARANTY, AND EACH
UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS
THAT THIS GUARANTY IS EFFECTIVE UPON THE GUARANTOR'S EXECUTION AND DELIVERY
OF THIS GUARANTY TO THE LENDERS AND THAT THE GUARANTY WILL CONTINUE UNTIL
TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF
GUARANTY." NO FORMAL ACCEPTANCE BY THE LENDERS IS NECESSARY TO MAKE THIS
GUARANTY EFFECTIVE.
IN WITNESS WHEREOF, the undersigned have duly executed this Guaranty as
of the date set forth in the preamble to this Guaranty.
LITHIA HOLDING COMPANY, L.L.C.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: Manager
LITHIA TLM, L.L.C.
By: Lithia Motors, Inc., as Manager
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: Chairman of the Board and
Chief Executive Officer
LITHIA'S GRANTS PASS AUTO CENTER, L.L.C.
By: Lithia Motors, Inc., as Manager
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: Chairman of the Board and
Chief Executive Officer
LITHIA DODGE, L.L.C.
By: Lithia Motors, Inc., as Manager
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: Chairman of the Board and
Chief Executive Officer
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LITHIA CHRYSLER PLYMOUTH JEEP EAGLE, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA MTLM, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LGPAC, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA DM, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
SATURN OF SOUTHWEST OREGON, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA HPI, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA DE, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA DC, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA FN, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA TKV, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
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LITHIA FVHC, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA VWC, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA NB, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA BB, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA MB, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA XXX, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA RENTALS, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA AUTO SERVICES, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA SALMIR, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA BNM, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA MMF, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
8
LITHIA FMF, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA JEF, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA NF, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
LITHIA FINANCIAL CORPORATION
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: President
ACCEPTED IN PORTLAND OREGON AS OF THE DATE FIRST ABOVE WRITTEN
U.S. BANK NATIONAL ASSOCIATION, as Agent
By: ________________________________
Name:
Title:
9
