LITHIA MOTORS INC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)
Item 1.01. Conclusion of a significant definitive agreement
Second Amendment to the Fourth Amended and Restated Loan Agreement
The credit facility continues to provide a total funding commitment of
•Incorporates the adoption of the Secured Overnight Funding Rate (SOFR) as a replacement for the London Interbank Offered Rate (LIBOR). • Modifies the initial allocation of the funding commitment up to
A copy of the Second Amendment is set forth as Exhibit 10.1 to this current Report on Form 8-K (the “Report”) and is incorporated herein by reference. The description of the Second Amendment in this report is a summary only and is qualified in its entirety by reference to the actual terms of the Second Amendment.
The lenders and their affiliates have normal business dealings with the Company and its subsidiaries, including the provision of commercial banking, investment banking, trustee and/or other financial services.
Canadian Credit Agreement
Among other things, the Canadian Credit Agreement establishes a total funding commitment of approximately
Borrowings under the Canadian Credit Agreement bear interest at rates equal to the greater of the BNS Prime Rate or the Canadian Dollar Offer Rate plus, in each case, a spread, the spreads ranging from 0.25% per year at 1.30% per year. All of the Canadian Facilities other than the Wholesale Flooring Facility, which is a demand facility, mature on
The Canadian Credit Agreement is secured by all personal property and assets of the Borrowers and includes financial and restrictive covenants typical of such agreements, and conditions to the Canadian Lenders’ obligations to make advances under the Canadian Credit Agreement. , including Basic Borrowing Requirements, and representations and warranties of Borrowers. The financial clauses include the requirements
All debts and obligations of the Borrowers to the Canadian Lenders under the Canadian Credit Agreement shall, at the option of the Canadian Lenders, become immediately due and payable upon the occurrence of certain customary events set forth in the Canadian Credit Agreement, including defaults. of payment, breaches of the Canadian Credit Agreement and other related agreements and event of insolvency of any Borrower, provided, however, that the Wholesale Floor Facility is a demand facility and is repayable within 120 days of demand from Canadian lenders.
A copy of the Canadian Credit Agreement is set out in Schedule 10.2 to this report and is incorporated herein by reference. The description of the Canadian Credit Agreement in this report is a summary only and is qualified in its entirety by reference to the actual terms of the Canadian Credit Agreement.
Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.
The information set forth above under Section 1.01 of this Current Report on Form 8-K is incorporated by reference in this Section 2.03.
Item 9.01 Financial statements and supporting documents
(d) Exhibits Exhibit No. Description 10.1 Second Amendment to Fourth Amended and Restated Loan Agreement, dated
June 2, 2022, among Lithia Motors, Inc., the subsidiaries of Lithia Motors, Inc.listed on the signature pages of the agreement or that thereafter become borrowers thereunder, the lenders party thereto from time to time, and U.S. Bank National Association.* 10.2 Credit Agreement, dated June 3, 2022, among Lithia Master LP Company, LP, the subsidiaries of Lithia Motors, Inc.listed on the signature pages of the agreement or that thereafter become borrowers thereunder, Lithia Master GP Company, Inc.and the other general partners of the Borrowers, the lenders party thereto from time to time, and The Bank of Nova Scotia.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Certain confidential and immaterial terms removed pursuant to SK Rule 601(b)(10)(iv).
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