Item 1.01 Entry into a Material Definitive Agreement

By an agreement dated effective March 31, 2009, Lithia Motors, Inc. and U.S. Bank, N.A., as agent for the lenders under the credit facility, amended the Loan Agreement, dated August 31, 2006. The Sixth Amendment to Loan Agreement modifies the financial covenants for Total Net Worth, and Current Ratio; reduces the maximun amount of the revolving loan commitment and swingline commitment to be provided under the credit facility; and approves divestiture of certain assets. A copy of the Sixth Amendment to Loan Agreement is attached to this report.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
10.1 Sixth Amendment to Loan Agreement