EXHIBIT 20.3
SECOND AMENDMENT TO
AGREEMENT FOR SATISFACTION OF JUDGMENT
This Second Amendment to Agreement for Satisfaction of Judgment is entered
into as of this 1st day of July, 1997 by and among HOMEOWNERS GROUP, INC.
("HOMG"), HOMEOWNERS MARKETING SERVICES, INC. ("HMS") and THE CROSS COUNTRY
GROUP, L.L.C. ("CC").
WHEREAS, on October 31, 1996, CC, HOMG and HMS entered into an Agreement
for Satisfaction of Judgment (the "Agreement") for the satisfaction and release
of that certain judgment entered on December 20, 1995 in favor of Acceleration
National Insurance Company against HMS for the sum of $5,156,022 plus interest
and costs;
WHEREAS, on January 31, 1997, CC, HOMG and HMS entered into the First
Amendment to the Agreement; and
WHEREAS, CC, HOMG and HMS desire to further amend the Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 2 of this Agreement is hereby deleted and replaced in its
entirety with the following:
CASH PAYMENT. CC, as assignee of the rights of ANIC, agrees to accept the
sum of $2,698,214.80 (the "Judgment Amount") plus interest at 10% per annum
since September 5, 1996, as provided in Section 8, plus interst at 10% per annum
on $4,100,000 from September 1, through September 4, 1996 (collectively, the
"Payoff Amount") in full and complete satisfaction of the Judgment on the
condition such payment is received by CC no later than the closing of the Merger
Agreement or July 31, 1997, whichever occurs first.
2. Section 5 of the Agreement is hereby deleted and replaced in its
entirety with the following:
FORBEARANCE OF COLLECTION EFFORTS. Unless sooner terminated pursuant to the
provisions of Section 7 of this Agreement, CC, as the assignee of the rights of
ANIC, will not undertake prior to July 31, 1997, any act to execute on the
Judgment, including the issuance or service of writs of attachment, garnishment
or execution from any court, or to obtain discovery in aid of execution from any
third party.
3. Section 7 of the Agreement is hereby deleted and replaced in its
entirety with the following:
CONTINGENCIES AND TERMINATION. The obligations of CC, as the assignee of
ANIC, to accept the Payoff Amount in full satisfaction of the Judgment and to
forbear from any and all efforts to enforce the Judgment are contingent upon the
closing of the Merger Agreement. Sections 2 and 5 of this Agreement shall become
null, void, and of no further force or effect at the sole option of CC upon the
occurrence of any one of the following events:
(a) the Merger Agreement has not been closed on or before July 31,
1997;
(b) HOMG advises CC or either HOMG or CC publicly announces that the
Merger Agreement has been abandoned. HOMG further agrees to
directly notify CC within twenty-four hours should the Merger
Agreement be abandoned by HOMG for any reason;
(c) the stockholders of HOMG fail to approve and to authorize the
Merger Agreement;
(d) holders of more than 10% of HOMG's stock shall have claimed or
perfected apraisal rights;
(e) the failure of HMS and HMSI to execute and deliver to CC within
five (5) business days from the date of execution of this Second
Amendment, the appropriate UCC financing statements necessary to
grant a perfected security interest to CC in their assets, in
accordance with Section 16 of the Agreement and that certain
Security Agreement dated as of October 31, 1996, by and among CC,
HMS and HMSI; or
(f) HOMG or CC fails to obtain the approval of any government
regulatory body or agency from which approval of the Merger
Agreement is required prior to closing of the Merger Agreement.
If any of the foregoing events occur and CC elects to terminate its
agreements and commitments set forth in Section 2 and 5 of this Agreement, CC
shall promptly notify HOMG and HMS in writing of its decision to do so.
4. Section 10 of the Agreement is hereby deleted and replaced in its
entirety with the
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following:
MUTUAL RELEASE. At the closing of the Merger Agreement and upon receipt by
CC of either the Payoff Amount (if such payment occurs on or before July 31,
1997) or the Judgment, as reduced by the Refund Claim (if such payment occurs
after July 31, 1997), CC, HOMG and HMS will execute and exchange a mutual
release in the form attached to the Agreement as Exhibit 1. Within 30 days after
receiving such payment, CC shall file a Satisfaction of Judgment for each action
pending in: (i) the Circuit Court of Broward County, Florida, styled HOMEOWNERS
MARKETING SERVICES, INC. V. ACCELERATION NATIONAL INSURANCE COMPANY, Case No.
96-001110 CACA (12) (the "Domestication Action"); and (ii) the Court of Common
Pleas of Franklin County, Ohio, styled ACCELERATION NATIONAL INSURANCE COMPANY
V. HOMEOWNERS MARKETING SERVICES, INC. ET AL., Consolidated Case Nos.
91CVH11-9404, 94CVH05-3083 (the "Ohio Action"), and be responsible for
dismissing with prejudice each of the following actions: (i) the Ohio Action;
(ii) the Domestication Action; (iii) that certain action pending in the Circuit
Court of Broward County, Florida, styled ACCELERATION NATIONAL INSURANCE COMPANY
V. HOMEOWNERS MARKETING SERVICES, INC., ET AL., Case No. 96-001152 (18) and (iv)
that certain action pending in the Circuit Court of Dade County, Florida, styled
ACCELERATION NATIONAL INSURANCE COMPANY V. HOMEOWNERS MARKETING SERVICES, INC.
Case No. 96-00850 (CA) 23.
5. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and same instrument.
6. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Massachusetts without
giving effect to principles of conflicts of laws. The parties further agree that
venue for any action shall be in the Suffolk County Superior court, Commonwealth
of Massachusetts.
7. NO OTHER MODIFICATIONS. Except as modified by this Agreement, the terms
of the Agreement shall remain unmodified and in full force and effect.
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IN WITNESS WHEREOF, each party has executed this Third Amendment as of the
first date set forth above.
THE CROSS COUNTRY GROUP, INC.
By: /s/ XXXXXX XXXX
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Name: Xxxxxx Xxxx
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Title: V.P.
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CC ACQUISITION CORPORATION
By: /s/ XXXXXX XXXX
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Name: Xxxxxx Xxxx
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Title: V.P.
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HOMEOWNERS GROUP, INC.
By: /s/ C. XXXXXXX XXXXXX
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Name: C. Xxxxxxx Xxxxxx
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Title: VP, Treas., CFO
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