AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This Amendment No. 1 to Stock Purchase Agreement ("Amendment No. 1") is
made as of December 31, 1998 by and between Fidelity Leasing, Inc., a
Pennsylvania corporation ("Purchaser"), and Japan Leasing (U.S.A.), Inc., a
Delaware corporation ("Seller"), in connection with that certain Stock Purchase
Agreement, dated as of December 15, 1998, by and between Purchaser and Seller
(the "Stock Purchase Agreement").
RECITALS
WHEREAS, Purchaser, Seller and, for the limited purposes set forth on the
signature page of the Stock Purchase Agreement, Resource America, Inc., a
Delaware corporation, constitute all of the parties to the Stock Purchase
Agreement; and
WHEREAS, Section 11.2 of the Stock Purchase Agreement provides that the
Stock Purchase Agreement can be amended, supplemented or modified only by a
written instrument signed by each of the parties thereto making specific
reference thereto; and
WHEREAS, the parties to the Stock Purchase Agreement desire to amend in
accordance with this written instrument certain terms of the Stock Purchase
Agreement; and
WHEREAS, each of the parties hereto has authorized the execution of this
Amendment No. 1.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements set forth herein and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to such terms in the Stock Purchase
Agreement.
2. Amendment of Section 6.19. The last sentence of section 6.19(a) of the Stock
Purchase Agreement is hereby amended to read in its entirety as follows:
"Purchaser agrees to use its reasonable best efforts to obtain the
Commitment Letter, and to cause a copy thereof to be delivered to
Seller, on or before January 8, 1999 (the "Commitment Letter Due
Date")."
3. Effect on Stock Purchase Agreement. Except as set forth in this Amendment No.
1, all terms and provisions of the Stock Purchase Agreement shall remain in full
force and effect in accordance with the terms thereof.
4. Counterparts. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed and delivered by their duly authorized representatives as of the day
and year first above written.
FIDELITY LEASING, INC.
By:
Name:
Title:
JAPAN LEASING (U.S.A.), INC.
By:
Name:
Title:
THE UNDERSIGNED ACKNOWLEDGES AND AGREES that it is bound by and subject to
the provisions of, and otherwise a party to, Article X of the Stock Purchase
Agreement, as amended by this Amendment No. 1.
RESOURCE AMERICA, INC.
By:
Name:
Title:
