0001104659-05-011127 Sample Contracts

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 15th, 2005 • Lithia Motors Inc • Retail-auto dealers & gasoline stations

This Agreement amends (a) the Amended and Restated Loan Agreement between the parties and Lithia Salmir, Inc. dated as of December 28, 2001, as amended by agreements dated April 2, 2003, and February 6, 2004 (collectively, the “Loan Agreement”) and (b) the promissory note executed by LFC and LAI dated February 6, 2004, in the principal amount of $50,000,000.00 (“Note”).

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FOURTH AMENDMENT
Security Agreement • March 15th, 2005 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Michigan

THIS FOURTH AMENDMENT dated as of October 31, 2004 (this “Amendment”) is to the Credit Agreement (as heretofore amended, the “Credit Agreement”) dated as of February 25, 2003 among LITHIA MOTORS, INC. (the “Company”), various financial institutions (the “Lenders”) and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, as agent for the Lenders (the “Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined in the Credit Agreement.

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