SHARES OF
REGISTRABLE SECURITIES (AS SUCH NUMBER SHALL BE ADJUSTED FOR STOCK SPLITS,
DIVIDENDS, COMBINATIONS AND SIMILAR TRANSACTIONS); PROVIDED, HOWEVER, THAT NO
PARTY MAY BE ASSIGNED ANY OF THE FOREGOING RIGHTS UNLESS LBI IS GIVEN WRITTEN
NOTICE BY THE ASSIGNING PARTY AT THE TIME OF SUCH ASSIGNMENT STATING THE NAME
AND ADDRESS OF THE ASSIGNEE AND IDENTIFYING THE SECURITIES OF LBI AS TO WHICH
THE RIGHTS IN QUESTION ARE BEING ASSIGNED; AND PROVIDED FURTHER THAT ANY SUCH
ASSIGNEE SHALL RECEIVE SUCH ASSIGNED RIGHTS SUBJECT TO ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF
THIS SECTION 3.
(II)
AGGREGATION.
SHARES OF LBI COMMON
STOCK OWNED BY HOLDERS OF
REGISTRABLE SECURITIES WHICH ARE PARTNERSHIPS, LIMITED LIABILITY COMPANIES,
CORPORATIONS AND OTHER ENTITIES HAVING SUBSTANTIALLY COMMON OWNERSHIP INTERESTS
OR MANAGED BY THE SAME PRINCIPALS OR INVESTMENT ADVISORS OR OWNED BY INDIVIDUAL
INVESTORS AFFILIATED WITH ONE ANOTHER ("AFFILIATED INVESTORS") SHALL BE
AGGREGATED FOR THE PURPOSES OF THIS AGREEMENT, AND, NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS AGREEMENT, ALL RIGHTS GRANTED TO THE HOLDERS OF
REGISTRABLE SECURITIES PURSUANT TO THIS AGREEMENT MAY BE ASSIGNED BETWEEN
AFFILIATED INVESTORS.
(B)
AMENDMENT OF RIGHTS. ANY PROVISION OF THIS AGREEMENT MAY BE
AMENDED AND THE OBSERVANCE THEREOF MAY BE WAIVED (EITHER GENERALLY OR IN A
PARTICULAR INSTANCE AND EITHER RETROACTIVELY OR PROSPECTIVELY) ONLY WITH THE
WRITTEN CONSENT OF LBI AND HOLDERS OF REGISTRABLE SECURITIES (AND/OR ANY OF
THEIR PERMITTED SUCCESSORS OR ASSIGNS) HOLDING SHARES OF LBI COMMON STOCK
REPRESENTING A MAJORITY OF ALL THE REGISTRABLE SECURITIES. ANY AMENDMENT OR
WAIVER EFFECTED IN ACCORDANCE WITH THIS SECTION 3(B) SHALL BE BINDING UPON EACH
HOLDER OF REGISTRABLE SECURITIES AND/OR ANY OF THEIR PERMITTED SUCCESSORS OR
ASSIGNS AND LBI.
4.
LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS; NO EXISTING
REGISTRATION RIGHTS.
FROM AND AFTER THE DATE OF THIS AGREEMENT, LBI SHALL NOT,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE PERSONS OWNING IN THE AGGREGATE AT
LEAST A MAJORITY OF THE REGISTRABLE SECURITIES THEN ISSUED AND OUTSTANDING ENTER
INTO ANY AGREEMENT WITH ANY HOLDER OR PROSPECTIVE HOLDER OF ANY SECURITIES OF
LBI WHICH WOULD ALLOW SUCH HOLDER OR PROSPECTIVE HOLDER TO INCLUDE SUCH
SECURITIES IN ANY REGISTRATION FILED UNDER SECTION 1(C) OF THIS AGREEMENT,
UNLESS UNDER THE TERMS OF SUCH AGREEMENT, SUCH HOLDER OR PROSPECTIVE HOLDER MAY
INCLUDE SUCH SECURITIES IN ANY SUCH REGISTRATION ONLY TO THE EXTENT THAT THE
INCLUSION OF SUCH HOLDER'S SECURITIES WILL NOT REDUCE THE
13
AMOUNT OF THE REGISTRABLE SECURITIES OF THE USAUTO HOLDERS AND THEIR PERMITTED
SUCCESSORS AND ASSIGNS WHICH IS INCLUDED.
LBI REPRESENTS AND WARRANTS TO THE
USAUTO HOLDERS THAT OTHER THAN (I) THAT CERTAIN REGISTRATION RIGHTS AGREEMENT,
DATED AS OF JULY 1, 2002, BETWEEN LBI AND DONALD J. EDWARDS AND (II) THAT
CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 16, 1996, BETWEEN LBI
AND HUNTER'S GLEN/FORD, LTD., A TEXAS LIMITED PARTNERSHIP, THERE ARE NO
"REGISTRATION RIGHTS" RELATING TO SECURITIES OF LBI THAT EXIST ON THE DATE
HEREOF OTHER THAN THOSE PROVIDED HEREIN.
5.
MISCELLANEOUS.
(A)
NOTICES. ANY AND ALL