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AMENDMENT TO THE STOCK PURCHASE AGREEMENT
This Amendment to the Stock Purchase Agreement (this
"Amendment"), dated as of February 27, 1996, is between Liberte Investors, a
Massachusetts business trust (the "Company"), and Hunter's Glen/Ford, Ltd.,
a Texas limited partnership (the "Purchaser").
RECITALS
WHEREAS, THE COMPANY AND THE PURCHASER ENTERED INTO A STOCK
PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED AS OF JANUARY 16,
1996, PURSUANT TO WHICH THE PURCHASER AGREED TO PURCHASE SHARES OF THE COMMON
STOCK OF NEWCO, A DELAWARE CORPORATION INTO WHICH THE COMPANY WILL REORGANIZE
(TERMS WITH INITIAL CAPITAL LETTERS NOT OTHERWISE DEFINED IN THIS AMENDMENT
HAVE THE MEANINGS GIVEN TO THEM IN THE STOCK PURCHASE AGREEMENT); AND
WHEREAS, THE COMPANY AND THE PURCHASER DESIRE TO ENTER INTO
THIS AMENDMENT TO ADD CERTAIN PROVISIONS TO THE STOCK PURCHASE AGREEMENT.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND
THE TERMS AND CONDITIONS OF THIS AMENDMENT, AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED,
AND INTENDING TO BE LEGALLY BOUND BY THIS AMENDMENT, THE COMPANY AND THE
PURCHASER AGREE AS FOLLOWS:
SECTION 1 HSR ACT REPRESENTATION OF THE COMPANY.
SECTION 3.1 OF THE STOCK PURCHASE AGREEMENT IS AMENDED TO ADD THE FOLLOWING
SUBSECTION 3.1(X):
(X) NO HSR FILING. NEITHER THE COMPANY NOR
ANY PERSON THAT CONSTITUTES THE ULTIMATE PARENT ENTITY OF THE
COMPANY FOR PURPOSES OF THE HSR ACT HAS TOTAL ASSETS OR ANNUAL
NET SALES OF $100,000,000 OR MORE.
SECTION 2 HSR ACT REPRESENTATION OF THE PURCHASER.
SECTION 3.2 OF THE STOCK PURCHASE AGREEMENT IS AMENDED TO ADD THE FOLLOWING
SUBSECTION 3.2(J):
(J) NO HSR FILING. NEITHER THE PURCHASER
NOR ANY PERSON THAT CONSTITUTES THE ULTIMATE PARENT ENTITY OF
THE PURCHASER FOR PURPOSES OF THE HSR ACT HAS TOTAL ASSETS OR
ANNUAL NET SALES OF $100,000,000 OR MORE.
SECTION 3 NO TRUSTEE LIABILITY. ARTICLE VIII OF THE
STOCK PURCHASE AGREEMENT IS AMENDED TO ADD THE FOLLOWING SECTION 8.21:
SECTION 8.21 NO TRUSTEE LIABILITY. A COPY OF
THE DECLARATION OF TRUST IS ON FILE WITH THE SECRETARY OF
STATE OF THE COMMONWEALTH OF MASSACHUSETTS, AND NOTICE IS
HEREBY GIVEN THAT THIS AGREEMENT IS EXECUTED ON BEHALF OF THE
TRUSTEES OF THE COMPANY AS TRUSTEES AND NOT INDIVIDUALLY AND
THAT THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON
ANY OF THE TRUSTEES, OFFICERS, AGENTS, OR SHAREHOLDERS
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OF THE COMPANY INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY
OF THE COMPANY.
SECTION 4 EFFECT OF THIS AMENDMENT. EXCEPT AS AMENDED
BY THIS AMENDMENT, THE STOCK PURCHASE AGREEMENT REMAINS IN FULL FORCE AND
EFFECT.
IN WITNESS WHEREOF, THE COMPANY AND THE PURCHASER HAVE EACH
EXECUTED AND DELIVERED THIS AMENDMENT AS OF THE DATE FIRST WRITTEN ABOVE.
LIBERTE INVESTORS
BY: /S/ BRADLEY S. BUTTERMORE
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NAME: BRADLEY S. BUTTERMOR
TITLE: SENIOR VICE PRESIDENT
HUNTER'S GLEN/FORD, LTD.
BY: /S/ GERALD J. FORD
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NAME: GERALD J. FORD
TITLE: GENERAL PARTNER
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SECOND AMENDMENT TO THE STOCK PURCHASE AGREEMENT
This Second Amendment to the Stock Purchase Agreement (this
"Amendment"), dated as of March 28, 1996, is between Liberte Investors, a
Massachusetts business trust (the "Company"), and Hunter's Glen/Ford, Ltd., a
Texas limited partnership (the "Purchaser").
RECITALS
WHEREAS, the Company and the Purchaser entered into a Stock
Purchase Agreement (as amended, the "Stock Purchase Agreement"), dated as of
January 16, 1996, pursuant to which the Purchaser agreed to purchase shares of
the Common Stock of Newco, a Delaware corporation into which the Company will
reorganize (terms with initial capital letters not otherwise defined in this
Amendment have the meanings given to them in the Stock Purchase Agreement);
WHEREAS, the Company and the Purchaser entered into the
Amendment to the Stock Purchase Agreement (the "First Amendment"), dated as of
February 27, 1996, to add certain provisions to the Stock Purchase Agreement;
and
WHEREAS, the Company and the Purchaser desire to enter into
this Amendment to change certain provisions of the Stock Purchase Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and
the terms and conditions of this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound by this Amendment, the Company and the
Purchaser agree as follows:
SECTION 1 CHARTER AND BYLAWS. Section 4.4 of the Stock
Purchase Agreement is amended to read as follows:
SECTION 4.4 CHARTER AND BYLAWS. The
Company, Newco, and the Purchaser acknowledge that Newco's
Certificate of Incorporation shall include provisions
concerning the restrictions on the transfer of equity
securities in Newco to preserve certain tax attributes. The
Company shall deliver to the Purchaser a form of proposed
Certificate of Incorporation and Bylaws for Newco, which
Certificate of Incorporation and Bylaws shall be reasonably
acceptable to the Purchaser, prior to the initial filing of
the Proxy Statement/Prospectus with the Commission, along with
an opinion of Morris, Nichols, Arsht & Tunnell or such other
Delaware counsel as is acceptable to the Purchaser, in the
form andsubstance satisfactorily to the Purchaser in its
reasonable discretion, that the transfer restrictions
contained in such Certificate of Incorporation are enforceable
(the "Transfer Restriction Opinion").
SECTION 2 NEWCO MATTERS. Section 4.19 of the Stock
Purchase Agreement is amended to read as follows:
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SECTION 4.19 NEWCO MATTERS. At or before
the Closing, if the conditions set forth in Section 2.2 have
been satisfied or waived, the Company shall: (a) cause the
appointment of one designee of the Purchaser as a director of
Newco, (b) cause Newco to enter into an indemnity agreement in
form and substance reasonably satisfactory to the Purchaser
with the Purchaser's designee for director, (c) cause Newco's
Certificate of Incorporation and Bylaws to be in the form
referred to in Section 4.4 of this Agreement, (d) transfer all
of the assets and liabilities of the Company to Newco pursuant
to Section 8.2 of the Company's Declaration of Trust, as
amended, (e) distribute the Common Stock of Newco that the
Company receives in exchange for its assets and liabilities to
the Company's shareholders, and (f) cause Newco to assume the
Company's obligations under this Agreement. Immediately after
the Closing, Newco's Board of Directors shall consist of the
Purchaser's designee and two of the three trustees of the
Company immediately before the Closing, thereafter to serve in
accordance with Applicable Law and Newco's Certificate of
Incorporation and Bylaws.
SECTION 3 EFFECT OF THIS AMENDMENT. Except as amended
by the First Amendment and this Amendment, the Stock Purchase Agreement remains
in full force and effect.
IN WITNESS WHEREOF, the Company and the Purchaser have each
executed and delivered this Amendment as of the date first written above.
LIBERTE INVESTORS
By: /s/ Bradley S. Buttermore
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Name: Bradley S.Buttermore
Title: Senior Vice President
HUNTER'S GLEN/FORD, LTD.
By: /s/ Gerald J. Ford
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Name: Gerald J. Ford
Title: General Partner