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Gerald J. Ford Hunter’s Glen/Ford, Ltd. 200 Crescent Court, Suite 1350 Dallas, Texas 75201 (214) 873-5131		With a Copy to: Michael M. Boone Haynes and Boone, LLP 901 Main Street, Suite 3100 Dallas, Texas 75202 (214) 651-5552

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 530154-10-3					Page 2 of 9

	1.	Name of Reporting Person: Gerald J. Ford, individually and as the sole trustee and sole grantor of Turtle Creek Revocable Trust			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	x
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 763,800

			8.	Shared Voting Power: 8,002,439

			9.	Sole Dispositive Power: 763,800

			10.	Shared Dispositive Power: 8,002,439

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 9,362,739

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 45.47%¹

	14.	Type of Reporting Person (See Instructions): IN


CUSIP No. 530154-10-3					Page 3 of 9

	1.	Name of Reporting Person: Hunter‘s Glen/Ford, Ltd.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	x
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 8,002,439

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 8,002,439

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 9,362,739

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 45.47%¹

	14.	Type of Reporting Person (See Instructions): PN


CUSIP No. 530154-10-3					Page 4 of 9

	1.	Name of Reporting Person: Ford Diamond Corporation			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	x
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 8,002,439

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 8,002,439

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 9,362,739

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 45.47%¹

	14.	Type of Reporting Person (See Instructions): CO


CUSIP No. 530154-10-3					Page 5 of 9

	1.	Name of Reporting Person: Jeremy B. Ford			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	x
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 596,500

			8.	Shared Voting Power: 0

			9.	Sole Dispositive Power: 596,500

			10.	Shared Dispositive Power: 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 596,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 2.9%¹

	14.	Type of Reporting Person (See Instructions): IN

This Amendment No. 4 to Schedule 13D is being filed by Gerald J. Ford, as an individual and as sole trustee of the Turtle Creek Revocable Trust (“Turtle Creek”), Ford Diamond Corporation, a Texas corporation (“Ford Diamond”), and Hunter’s Glen/Ford, Ltd., a Texas limited partnership (“Hunter’s Glen”), and Jeremy B. Ford to amend the Amendment 3 to Schedule 13D dated October 24, 2000 filed by Gerald J. Ford, as an individual and as sole trustee of Turtle Creek, Ford Diamond, Hunter’s Glen and Jeremy B. Ford to amend Gerald J. Ford’s, Hunter’s Glen’s, Turtle Creek’s, Ford Diamond’s and Jeremy B. Ford’s Items 5 and 6 of Schedule 13D.

Hunter’s Glen, an affiliate of Gerald J. Ford, has entered into a Backstop Agreement dated December 15, 2003 by and between Liberté Investors Inc., a Delaware corporation (the “Company”), and Hunter’s Glen (the “Backstop Agreement”). In addition, Hunter’s Glen and Turtle Creek have entered into a Voting Agreement dated December 15, 2003 by and among the Company, USAuto Holdings, Inc., a Delaware Corporation (“USAuto”), Hunter’s Glen and Turtle Creek (the “Voting Agreement”). Ford Diamond executed the Backstop Agreement and Voting Agreement as one of the general partners of Hunter’s Glen. In addition, this Amendment No. 4 also updates generally the information set forth in the Schedule 13D as previously amended to reflect, as appropriate, various immaterial changes that have occurred in such information since October 24, 2000, the date of Amendment No. 3 to Schedule 13D. Unless set forth below, all previous Items are unchanged.

Because of their affiliation with Gerald J. Ford, Hunter’s Glen, Ford Diamond and Turtle Creek, as well as Gerald J. Ford individually, each may be deemed to beneficially own 9,362,739 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which represents approximately 45.47% of the Company’s outstanding Common Stock. This number includes all shares owned by Jeremy B. Ford, the son of Gerald J. Ford, which may be deemed to be beneficially owned by Gerald J. Ford and any entity affiliated with Gerald J. Ford.

Jeremy B. Ford may be deemed to be the beneficial owner of 596,500 shares of the Company’s Common Stock, which represents approximately 2.9% of the Company’s outstanding Common Stock.


	Sole Voting		Shared Voting		Sole Dispositive		Shared Dispositive
	Power		Power		Power		Power

Gerald J. Ford, individually and as the sole trustee and sole grantor of Turtle Creek
Revocable Trust		763,800		9,362,739		763,800		9,362,739
Hunter’s Glen/Ford, Ltd.		0		9,362,739		0		9,362,739
Ford Diamond Corporation		0		9,362,739		0		9,362,739
Jeremy B. Ford		596,500		0		596,500		0

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On December 15, 2003, Hunter’s Glen and the Company entered into the Backstop Agreement whereby Hunter’s Glen agreed to: (i) subscribe for and exercise its pro rata share of rights offered in a proposed rights offering by the Company and (ii) subscribe for and exercise any rights that remain unsold in the rights offering. Subject to approval by the Company’s stockholders, the terms of the proposed rights offering, as approved by the Company’s Board of Directors, include offering to its stockholders (as of a certain record date) the right to purchase an additional 0.61 shares of the Company’s Common Stock per share of Common Stock that each stockholder of the Company owns as of the record date established for the rights offering at a price of $4.00 per share.

In addition, on December 15, 2003, Hunter’s Glen and Turtle Creek entered into a Voting Agreement whereby Hunter’s Glen and Turtle Creek agreed: (i) to vote all shares of the Company’s Common Stock owned, whether beneficially, of record or both, by Hunter’s Glen and Turtle Creek and all other shares of the Company’s Common Stock or voting capital stock or rights with respect thereto acquired (either beneficially, of record or both) by Hunter’s Glen and Turtle Creek whether upon the exercise of options or warrants or conversion of convertible securities or otherwise (the “Voting Shares”), in each case in favor of the following matters that are to be submitted to the Company’s stockholders: (A) the issuance of up to 14,000,000 shares of the Company’s Common Stock as partial consideration under the Agreement and Plan of Merger by and among the Company, USAH Merger Sub, Inc, a Delaware corporation and a wholly-owned subsidiary of the Company, USAuto, and the stockholders of USAuto dated December 15, 2003, (B) the proposed amendment and restatement of the Company’s certificate of incorporation, (C) the proposed amendment to the Company’s 2002 Long Term Incentive Plan to increase the number of shares reserved for issuance thereunder and (D) the election of two persons to the Company’s Board of Directors, and (ii) that in the event either Hunter’s Glen or Turtle Creek should fail to vote its Voting Shares in accordance with the Voting Agreement, to appoint USAuto as Hunter’s Glen’s or Turtle Creek’s proxy to vote all of the Voting Shares of Hunter’s Glen or Turtle Creek.

Exhibit 99.1 Backstop Agreement dated December 15, 2003 by and between Liberté Investors Inc., a Delaware corporation, and Hunter’s Glen/Ford, Ltd., a Texas limited partnership.

Exhibit 99.2 Voting Agreement dated December 15, 2003 by and among Liberté Investors Inc., a Delaware corporation, Hunter’s Glen/Ford, Ltd., a Texas limited partnership, and Turtle Creek Revocable Trust.

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.


December 15, 2003	/s/ Gerald J. Ford

	Gerald J. Ford, as an individual and as sole trustee of the Turtle Creek Revocable Trust

December 15, 2003	FORD DIAMOND CORPORATION, a Texas corporation

	By:	/s/ Gerald J. Ford

		Name:Gerald J. Ford Title:President

December 15, 2003	HUNTER’S GLEN/FORD, LTD., a Texas limited partnership

	By:	/s/ Gerald J. Ford

		Name:Gerald J. Ford Title:President

December 15, 2003	/s/ Jeremy B. Ford

	Jeremy B. Ford

EX-99.1 3 d11233a4exv99w1.txt EX-99.1 BACKSTOP AGREEMENT EXHIBIT 99.1 BACKSTOP AGREEMENT THIS BACKSTOP AGREEMENT (the "Agreement") is made as of December 15, 2003 by and between Liberte Investors Inc., a Delaware corporation (the "Company") and Hunter's Glen/Ford, Ltd., a Texas limited partnership ("Hunter's Glen"). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof. WHEREAS, the Company is currently conducting a rights offering (the "Rights Offering") to allow its stockholders (as of a certain record date) the right to purchase an additional 0.61 shares of its common stock, par value $0.01 per share (the "Common Stock"), per share that each stockholder of the Company owns as of the record date established for the Rights Offering (each a "Right," and collectively, the "Rights"), at a price of $4.00 per share (the "Subscription Price"); and WHEREAS, Hunter's Glen has agreed to participate in the Rights Offering by exercising its pro rata share of the Rights and, in connection with the Rights Offering, has committed to subscribe for and exercise any Rights that remain unsold in the Rights Offering (the "Backstop Amount") at the Subscription Price (it being understood that other stockholders will not be offered the right to purchase any Rights that go unsubscribed in the Rights Offering). NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: Section 1. Participation in the Rights Offering; Backstop. (a) Participation in the Rights Offering. Pursuant to the terms and subject to the conditions of this Agreement, Hunter's Glen hereby agrees to exercise prior to the expiration of the Rights Offering its pro rata share of the Rights, based on the total number of Rights to which Hunter's Glen is entitled in the Rights Offering and the total number of Rights being offered in the Rights Offering (its "Pro Rata Share") in accordance with the procedures set forth in the Company's Registration Statement on Form S-1 initially filed with the Commission on December 15, 2003 (as amended, the "Registration Statement") under the heading "The Rights Offering---Method of Exercising Rights," and to pay the aggregate Subscription Price for its Pro Rata Share of the Rights granted to it in the Rights Offering. (b) Backstop. Pursuant to the terms and subject to the conditions of this Agreement, the Company hereby offers Hunter's Glen the right to subscribe for and exercise, in connection with the Rights Offering, at the Subscription Price the Backstop Amount. As soon as reasonably practicable following the expiration date of the Rights Offering as set forth in the Registration Statement (the "Expiration Date"), the Company and the subscription agent for the Rights Offering shall determine the Backstop Amount and provide notice thereof to Hunter's Glen. At the Closing, Hunter's Glen hereby agrees to subscribe for and exercise, at the Subscription Price, the Backstop Amount (it being understood that other stockholders will not be offered the right to purchase any Rights that go unsubscribed in the Rights Offering). Section 2. The Closing. Hunter's Glen's subscription for the Backstop Amount hereunder shall take place as soon as reasonably practicable following the Expiration Date at a place mutually agreeable to the Company and Hunter's Glen (the "Closing"). At the Closing, the Company shall deliver to Hunter's Glen the certificates evidencing the shares of Common Stock subscribed for pursuant to Section 1, and Hunter's Glen shall deliver to the Company a cashier's check or wire transfer of immediately available funds to a bank account designated by the Company in the amount equal to the Subscription Price multiplied by the number of Rights included in the Backstop Amount. Section 3. Representations and Warranties of the Company. As a material inducement to Hunter's Glen to enter into this Agreement and subscribe for the Rights, the Company hereby represents and warrants that: (a) Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its business as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement (including without limitation, the Rights Offering). (b) Capital Stock. As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of (a) 10,000,000 shares of preferred stock, none of which shares shall be issued and outstanding and (b) 75,000,000 shares of Common Stock, of which approximately 46,339,430 shares shall be issued and outstanding (subject to adjustment following the exercise of any stock options granted under the LBI Stock Option Plan, of which 2,833,678 options are outstanding as of the date hereof). As of the Closing, all of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued, were issued in compliance with federal and state securities laws, are fully paid and non-assessable and are listed on the New York Stock Exchange. (c) Authorization; No Breach. The execution, delivery and performance of this Agreement and any other agreement contemplated hereby to which the Company is a party have been duly authorized by the Company. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets; and except for the registration of the Rights under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and applicable state securities laws in connection with the Rights Offering, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. -2- (d) Broker's Fees. There is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of the Company or any of its Affiliates who might be entitled to any fee, commission or reimbursement of expenses from Hunter's Glen as a result of consummation of the transactions contemplated hereby (including, without limitation, the Rights Offering). Section 4. Representations and Warranties of Hunter's Glen. As a material inducement to the Company to enter into this Agreement, Hunter's Glen hereby represents and warrants that: (a) Organization and Corporate Power. Hunter's Glen is a limited partnership duly organized, validly existing and in good standing under the laws of Texas and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. Hunter's Glen has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its business as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement (including without limitation, subscription for the Rights in the Rights Offering). (b) Authorization; No Breach. The execution of this Agreement by Hunter's Glen and the consummation by Hunter's Glen of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Hunter's Glen is a party or by which Hunter's Glen is bound or to which any of its property or assets is subject, nor will such actions result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Hunter's Glen or its property or assets in each case in a manner that would adversely impact Hunter's Glen's ability to subscribe for the Rights hereunder; and, except for the registration of the Rights under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the Rights Offering, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by Hunter's Glen and the consummation by Hunter's Glen of the transactions contemplated hereby in each case in a manner that would adversely impact Hunter's Glen's ability to subscribe for the Rights and perform its obligations hereunder. (c) Investment Representations. Hunter's Glen hereby represents that it is acquiring the Rights purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws. In addition, Hunter's Glen hereby represents that it is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Rights. (d) Broker's Fees. There is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of Hunter's Glen who might be entitled to any fee, commission or reimbursement of expenses from either the -3- Company or any of its Affiliates as a result of consummation of the transactions contemplated hereby, (including, without limitation, the Rights Offering). (e) Shares of Common Stock Beneficially Owned. As of the date hereof, Hunter's Glen is the beneficial owner of 8,002,439 shares of Common Stock. Section 5. Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to consummate the transactions contemplated hereby are subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) All consents by third parties (government or otherwise) that are required for the consummation of the transactions contemplated hereby (including, without limitation, the consummation of the Rights Offering) have been obtained on terms mutually agreeable to each party. (b) The Registration Statement shall have been timely filed with the Commission and declared effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or otherwise shall have been complied with. (c) No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this agreement or any of the transactions contemplated hereby (including, without limitation, the Rights Offering), declare unlawful the transactions contemplated by this Agreement (including, without limitation, the Rights Offering) or cause such transactions to be rescinded. (d) The Rights Offer shall have been consummated in conformity with the requirements and conditions set forth in the Registration Statement. (e) The shares of Common Stock underlying the Rights shall have been authorized for listing on the New York Stock Exchange. Section 6. Conditions to Obligations of the Company to Effect the Closing. Subject to Section 5 above, the obligations of the Company to consummate the transactions contemplated hereby are subject to each of the representations and warranties of Hunter's Glen contained in this Agreement being true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made at and as of such time, except that, to the extent such representations and warranties address matters only as of a particular date, such representations and warranties shall, to such extent, be true and correct at and as of such particular date as if made at and as of such particular date. Section 7. Conditions to Obligations of Hunter's Glen to Effect the Closing. Subject to Section 5 above, the obligations of Hunter's Glen to consummate the transactions contemplated hereby and to purchase the Backstop Amount are subject to each of the representations and warranties of the Company contained in this Agreement being true and -4- correct in all material respects as of the date hereof and at and as of the Closing Date as if made at and as of such time, except that, to the extent such representations and warranties address matters only as of a particular date, such representations and warranties shall, to such extent, be true and correct at and as of such particular date as if made at and as of such particular date. Section 8. Definitions. For the purposes of this Agreement, the following terms have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative of the foregoing. "Commission" means the Securities and Exchange Commission or any governmental body or agency succeeding to the functions thereof. "LBI Stock Option Plan" means the Liberte Investors Inc. 2002 Long Term Incentive Plan. "Person" means an individual, a partnership, a corporation, a limited liability company, association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. "Securities Act" means the Securities Act of 1933, as amended, or any similar federal law then in force. Section 9. Termination. This Agreement may be terminated at any time prior to the Closing, by either party as follows: (a) by mutual written consent of the Company and Hunter's Glen; (b) by either the Company or Hunter's Glen if any governmental entity shall institute any suit or action challenging the validity or legality of, or seeking to restrain the consummation of, the transactions contemplated by this Agreement (including, without limitation, the issuance of Rights pursuant to the Rights Offering); (c) by the Company, in the event Hunter's Glen has breached any representation, warranty, or covenant contained in this Agreement, in any material respect, provided that the Company has notified Hunter's Glen of the breach, and the breach has continued without cure for a period of 15 days after the notice of such breach or for such longer period so long as such breach is curable by Hunter's Glen through the exercise of its reasonable efforts, and Hunter's Glen continues to exercise such reasonable efforts; (d) by Hunter's Glen, in the event that the Company has breached any representation, warranty, or covenant contained in this Agreement, in any material respect, -5- provided that Hunter's Glen has notified the Company of the breach, and the breach has continued without cure for a period of 15 days after the notice of such breach or for such longer period so long as such breach is curable by the Company through the exercise of its reasonable efforts, and the Company continues to exercise such reasonable efforts; and (e) by either the Company or Hunter's Glen if the Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, USAH Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company, USAuto Holdings, Inc., a Delaware corporation ("USAuto"), and the stockholders of USAuto is terminated pursuant to Section 10.1 thereof. Section 10. Indemnification. The Company shall indemnify Hunter's Glen and hold it harmless, from and against and pay on behalf of or reimburse Hunter's Glen in respect of any claims, losses or expenses which Hunter's Glen may suffer, sustain, or become subject to, as a result of or relating to or arising out of any breach of any representation, warranty, covenant or agreement made by the Company contained in this Agreement. The provisions of this Section 10 shall be in addition to, rather than in lieu of, and shall not affect any rights or remedies Hunter's Glen may have pursuant to law, contract or otherwise. Section 11. Miscellaneous. (a) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not; provided that neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any party without the prior written consent of the other party, except that, Hunter's Glen may assign, in whole or in part, its rights and obligations pursuant to this Agreement to one or more of its Affiliates, provided that Hunter's Glen (i) will nonetheless remain liable for all of its obligations hereunder and (ii) shall give timely notice of any such assignment to the Company. (b) Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. (d) Construction. Whenever the context requires, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter. All references to Sections and Paragraphs refer to sections and paragraphs of this -6- Agreement. The use of the word "including" in this Agreement shall be by way of example rather than limitation. (e) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of each of the parties hereto. (f) Counterparts; Facsimile Signature. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement. This Agreement may be executed by facsimile signature. (g) Governing Law. This Agreement will be governed in all respects by the laws of the State of Delaware, without regard to the principles of conflicts of law of such state. (h) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable express courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. * * * * * -7- IN WITNESS WHEREOF, the parties hereto have executed this Backstop Agreement on the date first written above. LIBERTE INVESTORS INC. By: /s/ Donald J. Edwards ------------------------------------------- Its: President and Chief Executive Officer HUNTER'S GLEN/FORD, LTD. By: Ford Diamond Corporation, general partner By: /s/ Gerald J. Ford ------------------------------------- Its: President By: /s/ Gerald J. Ford ------------------------------------------- Its: General Partner EX-99.2 4 d11233a4exv99w2.txt EX-99.2 VOTING AGREEMENT EXHIBIT 99,2 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of December 15, 2003, is entered into by and among LIBERTE INVESTORS INC., a Delaware corporation ("LBI"), USAUTO HOLDINGS, INC., a Delaware corporation ("USAuto"), Hunter's Glen/Ford, Ltd., a Texas limited partnership ("Hunter's Glen"), and Turtle Creek Revocable Trust ("Turtle Creek"). Hunter's Glen and Turtle Creek are referred to herein individually as a "Stockholder" and collectively as the "Stockholders." WITNESSETH: WHEREAS, each Stockholder beneficially owns the shares of common stock, par value $.01 per share, of LBI (the "LBI Common Stock") set forth opposite such Stockholder's name on Exhibit A hereto; WHEREAS, LBI and USAuto are parties to that certain Agreement and Plan of Merger, dated December 15, 2003 (the "Merger Agreement"), by and among LBI, USAH Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of LBI ("Merger Sub"), USAuto and the stockholders of USAuto (the "USAuto Stockholders"), pursuant to which USAuto will merge with and into Merger Sub (the "Merger"); WHEREAS, as a condition to the willingness of USAuto to enter into the Merger Agreement, USAuto has requested that each Stockholder agree, and in order to induce USAuto to enter into the Merger Agreement, each Stockholder has agreed, among other things, (i) with respect to certain questions put to stockholders of LBI for a vote, to vote all shares of LBI Common Stock owned, whether beneficially, of record or both, by such Stockholder on the date hereof and all other shares of LBI Common Stock or voting capital stock of LBI or rights with respect thereto acquired (either beneficially, of record or both) by such Stockholder after the date hereof whether upon the exercise of options or warrants or conversion of convertible securities or otherwise (collectively the "LBI Voting Shares"), in each case in accordance with the terms and conditions of this Agreement, and (ii) in the event a Stockholder should fail to vote its LBI Voting Shares in accordance with this Agreement, to appoint USAuto as such Stockholder's proxy to vote all of the LBI Voting Shares of such Stockholder in accordance with this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Representations and Warranties of Stockholders. Each Stockholder hereby represents and warrants to LBI and USAuto as follows: (a) Title to the Shares. Such Stockholder is the beneficial owner of the number of shares of LBI Common Stock set forth opposite such Stockholder's name on Exhibit A of this Agreement and has exclusive power to vote such shares on all matters submitted to holders of shares of LBI Common Stock. Such Stockholder does not have any rights of any nature to acquire any additional shares of LBI Common Stock except as set forth opposite such Stockholder's name on Exhibit B of this Agreement. Each Stockholder owns all of such shares of LBI Common Stock free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on such Stockholder's voting rights, charges and other encumbrances of any nature whatsoever, and, except as provided or described in this Agreement, such Stockholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to any of such shares. (b) Authority Relative to this Agreement. Such Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by USAuto, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (i) except as such enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) subject to general principles of equity. (c) No Conflict. The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign by such Stockholder or (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder. 2. Covenants of Stockholders. Each Stockholder hereby covenants and agrees that, during the time this Agreement is in effect, except as otherwise specifically contemplated by this Agreement, such Stockholder shall not, and shall not offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on such Stockholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to the Voting Shares, except in each case, unless the transferee agrees in writing to be bound by the terms and conditions of this Agreement to the same extent as the transferor. 3. Voting Agreement; Proxy of Stockholders. (a) Voting Agreement. (i) Each Stockholder hereby agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of LBI, however called, and in any action by written consent of the stockholders of LBI, such Stockholder shall: (i) vote such Stockholder's LBI Voting Shares in favor of the following matters which are to be submitted to the stockholders of LBI in connection with the transactions contemplated by the Merger Agreement: (A) the issuance of up to 14,000,000 shares of LBI Common 2 Stock as partial consideration under the Merger Agreement (as amended from time to time), (B) the proposed amendment and restatement of LBI's certificate of incorporation, (C) the proposed amendment to LBI's 2002 Long Term Incentive Plan to increase the number of shares reserved for issuance thereunder, and (D) the election of two persons to LBI's Board of Directors; and (ii) vote the LBI Voting Shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of LBI under the Merger Agreement or which is reasonably likely to result in any conditions to LBI's obligations under the Merger Agreement not being fulfilled. Each of the Stockholders may vote on all issues other than those specified in this Section 3(a) that may come before a meeting of the stockholders of LBI in such Stockholder's sole discretion, provided that such vote is not inconsistent with the purposes of this Agreement. (ii) Notwithstanding subsection 3(a)(i) above: (A) the Stockholders shall not be required to comply with any of the provisions of such subsection 3(a)(i) if (1) USAuto is in material breach of the Merger Agreement, (2) in satisfaction of its fiduciary duties, the Board of Directors of LBI withdraws its recommendation that the stockholders of LBI approve the Merger and/or the Rights Offering, or (3) LBI is in breach of any of the provisions of subsection 3(a)(ii)(B); and (B) LBI shall not (1) waive any material breach of the Merger Agreement, (2) waive any material term or condition of the Merger Agreement or (3) enter into any material amendment to the Merger Agreement, in each case without the prior written consent of each Stockholder (which consent shall not be unreasonably withheld). (b) Irrevocable Proxy. Each Stockholder agrees that, in the event such Stockholder shall fail to comply with the provisions of Section 3(a) hereof, such failure shall result, without any further action by such Stockholder, in the irrevocable appointment of USAuto as the attorney-in-fact and proxy of such Stockholder pursuant to the provisions of Delaware law, with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to, the LBI Voting Shares that such Stockholder is entitled to vote at any meeting of stockholders of LBI (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, solely on the matters and in the manner specified in Section 3(a) hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such Stockholder hereby revokes, effective upon the execution and delivery of the Merger Agreement by the parties thereto, all other proxies and powers of attorney with respect to such Stockholder's LBI Voting Shares that such Stockholder may have heretofore appointed or granted and no subsequent proxy or power of attorney directly relating to the issues specified in Section 3(a) (except in furtherance of such Stockholder's obligations under Section 3(a) hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto so long as this Agreement remains in effect. (c) Termination. This Agreement shall terminate on the date (the "Termination Date") that is the earlier of (a) the Closing Date and (b) the date on which the Merger Agreement is terminated in accordance with its terms. 4. Miscellaneous. 3 (a) Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. (b) Further Assurances. Each Stockholder, LBI and USAuto will execute and deliver all such further documents and instruments and take all such further action as may be necessary in order to consummate the transactions contemplated hereby. (c) Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. (d) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among such parties with respect to the subject matter hereof. (e) Assignment. This Agreement shall not be assigned by operation of law or otherwise. (f) Parties in Interest. This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, the parties hereto and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (g) Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. (h) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. (i) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, or upon confirmation of receipt if delivered by telecopy or facsimile (but only if a copy of such telecopy or facsimile is delivered to the recipient by a recognized next-day courier service), (ii) on the first business day following the date of dispatch if delivered by a recognized next-day courier service or (iii) on the fifth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall 4 be delivered as set forth below, or pursuant to such other instructions as have been previously designated in writing to the party sending such notice by the party to receive such notice: if to LBI: Liberte Investors Inc. 676 North Michigan Avenue, Suite 3300 Chicago, Illinois 60611 Fax: (312) 327-4525 Attention: Donald J. Edwards with a copy to Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60602 Fax: (312) 861-2200 Attention: Sanford E. Perl if to USAuto: USAuto Holdings, Inc. 3813 Green Hills Village Drive Nashville, Tennessee 37215 Fax: (615) 844-2898 Attention: Stephen J. Harrison with a copy to Covington & Burling 1201 Pennsylvania Avenue, NW Washington, DC 20004 Fax: (202) 662-6291 Attention: Ralph C. Voltmer if to the Stockholders: Hunter's Glen/Ford, Ltd. and Turtle Creek Revocable Trust 200 Crescent Court, Suite 1350 Dallas, Texas 75201 Fax: (214) 871-5199 Attention: Gerald J. Ford with a copy to: Haynes & Boone, LLP 901 Main Street, Suite 3100 Dallas, Texas 75202 Fax: (214) 200-0369 Attention: Michael M. Boone 5 (j) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in Delaware without regard to any principles of choice of law or conflicts of law of such state. (k) Submission to Jurisdiction; Waivers. Each of the parties to this Agreement hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and each of the parties to this Agreement hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts. Each of the parties to this Agreement hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law that (x) the suit, action or proceeding in any such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper and/or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (l) Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Merger Agreement. (m) Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. (n) Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. * * * * 6 IN WITNESS WHEREOF, each of the parties hereto has caused this Voting Agreement to be duly executed and delivered as of the date first written above. LIBERTE INVESTORS INC. By: /s/ Donald J. Edwards ---------------------------------------- Name: Donald J. Edwards Title: President and Chief Executive Officer USAUTO HOLDINGS, INC. By: /s/ Stephen J. Harrison ---------------------------------------- Name: Stephen J. Harrison Title: President and Chief Executive Officer HUNTER'S GLEN/FORD, LTD. By: Ford Diamond Corporation, general partner By: /s/ Gerald J. Ford ---------------------------------------- Name: Gerald J. Ford Title: President By: /s/ Gerald J. Ford ---------------------------------------- Name: Gerald J. Ford Title: General Partner TURTLE CREEK REVOCABLE TRUST By: /s/ Gerald J. Ford ---------------------------------------- Name: Gerald J. Ford Title: Trustee EXHIBIT A Common Stock held by Stockholders on a Fully Diluted Basis

- ---------- (1) Based on 20,589,430 shares of Common Stock of LBI outstanding at September 22, 2003. EXHIBIT B None. -----END PRIVACY-ENHANCED MESSAGE-----


		Item 5. Interest in Securities of the Issuer
		Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
		Item 7. Material to be Filed as Exhibits.
SIGNATURE
EX-99.1 Backstop Agreement
EX-99.2 Voting Agreement

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