FLOOR PLAN NOTES PAYABLE AND LINES OF CREDIT

Floor Plan Notes Payable

Floor plan notes are financing agreements to facilitate the Company’s purchase of new and used commercial vehicle inventory. These notes are collateralized by the inventory purchased and accounts receivable arising from the sale thereof. The Company’s Floor Plan Credit Agreement provides for a loan commitment of up to

$875.0

million and has the interest rate benchmarked to LIBOR, as defined in the agreement.

The interest rate under the Company’s Floor Plan Credit Agreement is the

three

month LIBOR rate plus

1.51%.

The interest rate applicable to the Company’s Floor Plan Credit Agreement was approximately

2.44%

December

31,

2016.

The Company utilizes its excess cash on hand to pay down its outstanding borrowings under its Floor Plan Credit Agreement, and the resulting interest earned is recognized as an offset to the Company’s gross interest expense under the Floor Plan Credit Agreement. The Company is required to pay a monthly working capital fee equal to

0.16%

per annum multiplied by the amount of voluntary prepayments of new and used inventory loans.

The Company finances substantially all of the purchase price of its new commercial vehicle inventory, and the loan value of its used commercial vehicle inventory, under its Floor Plan Credit Agreement, under which BMO Harris pays the manufacturer directly with respect to new commercial vehicles. Amounts borrowed under the Company’s Floor Plan Credit Agreement are due when the related commercial vehicle inventory (collateral) is sold and the sales proceeds are collected by the Company. The Company’s Floor Plan Credit Agreement expires

June

30,

2019,

although BMO Harris has the right to terminate the Floor Plan Credit Agreement at any time upon

120

days’ written notice. The Company

may

terminate the Floor Plan Credit Agreement at any time, although if it does so, it must pay a prepayment processing fee equal to: (i)

2.0%

of the aggregate revolving loan commitments if such termination occurs on or before

January

2018;

(ii)

1.0%

of the aggregate revolving loan commitments if such termination occurs after

January

2018

and on or prior to

July

2018;

and (iii)

$500,000

if such termination occurs after

July

2018

and prior to

June

30,

2019,

subject to specified limited exceptions. On

December

31,

2016,

the Company had approximately

$548.1

million outstanding under its Floor Plan Credit Agreement.

June

2012,

the Company entered into a wholesale financing agreement with Ford Motor Credit Company that provides for the financing of, and is collateralized by, the Company’s new Ford vehicle inventory. This wholesale financing agreement bears interest at a rate of Prime plus

150

basis points minus certain incentives and rebates; however, the prime rate is defined to be a minimum of

3.75%.

As of

December

31,

2016,

the interest rate on the wholesale financing agreement was

5.25%

before considering the applicable incentives. On

December

31,

2016,

the Company had an outstanding balance of approximately

$66.4

million under the Ford Motor Credit Company wholesale financing agreement.

The Company’s weighted average interest rate for floor plan notes payable was

1.58%

for the year ended

December

31,

2016,

and

1.47%

for the year ended

December

31,

2015,

which is net of interest related to prepayments of new and used inventory loans.

Assets pledged as collateral were as follows (in thousands):

	December 31,
	2016		2015
Inventories, new and used vehicles at cost based on specific identification, net of allowance	$	642,205	$	851,280
Vehicle sale related accounts receivable		83,482		76,601

Total	$	725,687	$	927,881

Floor plan notes payable related to vehicles	$	646,945	$	854,758

Lines of Credit

The Company has a secured line of credit that provides for a maximum borrowing of

$17.5

million. There were

advances outstanding under this secured line of credit at

December

31,

2016;

however,

$12.0

million was pledged to secure various letters of credit related to self-insurance products, leaving

$5.5

million available for future borrowings as of

December

31,

2016.