Exhibit 2.3
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT
This Third Amendment to Stock Purchase Agreement (the "Amendment") is
made and entered into this _____ day of May, 1997, by and among
CROSS-CONTINENT AUTO RETAILERS, INC., a Delaware corporation ("C-CAR"), THE
XXXX XXXXXXX REVOCABLE LIVING TRUST (the "Xxxxxxx Trust"),THE XXXX X. XXXXXXX
REVOCABLE FAMILY TRUST (the "Xxxxxxx Trust"), and SAHARA NISSAN, INC., a
Nevada corporation, d/b/a XXXX XXXXXXX NISSAN (the "Company").
RECITALS
A. By that certain Stock Purchase Agreement dated February 28, 1997, by
and among C-CAR, Xxxx Xxxxxxx, Xxxx Xxxxxxx, and the Company; Xxxx Xxxxxxx
and Xxxx Xxxxxxx purported to sell all of the issued and outstanding shares
of capital stock of the Company to C-CAR.
B. The Stock Purchase Agreement was amended by (1) that certain
Amendment to Stock Purchase Agreement dated March 17, 1997, by and among
C-CAR, Xxxx Xxxxxxx, Xxxx Xxxxxxx and the Company; and (2) by that certain
Second Amendment to Stock Purchase Agreement dated April 30, 1997, by and
among C-CAR, Xxxx Xxxxxxx, Xxxx Xxxxxxx and the Company.
C. The Stock Purchase Agreement, as amended by the Amendment to Stock
Purchase Agreement and the Second Amendment to Stock Purchase Agreement,
shall hereinafter be referred to as the "Agreement."
D. C-CAR, the Xxxxxxx Trust, the Xxxxxxx Trust, and the Company desire
to amend the Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, C-CAR, the Xxxxxxx Trust, the Xxxxxxx Trust, and the
Company agree as follows:
1. The Xxxxxxx Trust and the Xxxxxxx Trust shall be collectively
referred to in the Agreement as the "Sellers" and individually as a "Seller."
2. Subparagraph 7(c) of the Agreement is deleted in its entirety and
the following is substituted therefor:
CAPITALIZATION. The authorized capital stock of the Company consists of
2,500 shares of common stock, having no par value. The Shares (i)
constitute all of the issued and outstanding shares of capital stock of
the Company, (ii) have been validly authorized and issued, (iii) are
fully paid and nonassessable, (iv) have not been issued in violation of
any preemptive rights or of any federal or state securities laws, and
(v) are not subject to any agreement that relates to the voting or
control of any of the Shares. On the date hereof, the Shares are
comprised of 750 shares of common stock of the Company, and owned
beneficially and of record by The Xxxx Xxxxxxx Revocable Living Trust
(450 shares) and The Xxxx X. Xxxxxxx Revocable
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Family Trust (300 shares). There are and will be on the Closing Date no
outstanding subscriptions, options, rights, warrants, convertible
securities, or any other agreements or commitments obligating the
Company to issue, deliver, or sell any additional shares of its capital
stock of any class or any other securities of any kind. There are no
bonds, debentures, notes, or other indebtedness or securities of the
Company having the right to vote on any matters on which the
shareholders of the Company may vote. There are no outstanding rights,
agreements, or arrangements of any kind obligating the Company to
repurchase, redeem, or otherwise acquire any shares of capital stock or
other voting securities of the Company.
2. As modified by this Amendment, the Agreement shall remain in full
force and effect, enforceable in accordance with its terms.
3. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada.
4. This Amendment shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, administrators, executors,
successors and as signs.
CROSS-CONTINENT AUTO RETAILERS, INC.,
a Delaware corporation
By:
--------------------------------
Xxxx Xxxxxxxxx,
Chairman and Chief Executive Officer
THE XXXX XXXXXXX REVOCABLE
LIVING TRUST
By: SAHARA NISSAN, INC., a Nevada
---------------------------- corporation, d/b/a XXXX XXXXXXX NISSAN
Xxxx X. Xxxxxxx, Trustee
THE XXXX X. XXXXXXX REVOCABLE By:
FAMILY TRUST --------------------------------
Xxxx Xxxxxxx, President
By:
---------------------------
Xxxx X. Xxxxxxx, Trustee
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