EXHIBIT (c)(3)
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment, dated as of this 31st day of January, 1997, is entered
into by and among The Cross Country Group, Inc. ("Parent"), CC Acquisition
Corporation ("Merger Sub"), and Homeowners Group, Inc. (the "Company").
WHEREAS, Parent, CHGI Acquisition Corporation, a wholly-owned
subsidiary of Parent (the "Sub") and the Company entered into an Agreement and
Plan of Merger dated as of May 14, 1996 (the "Agreement"); and
WHEREAS, Parent, Merger Sub and the Company amended the Agreement as of
October 31, 1996 (the "First Amendment"); and
WHEREAS, Parent, Merger Sub and the Company desire to further amend the
Agreement.
NOW, THEREFORE, in consideration of the premises and agreements herein
contained, Parent, Merger Sub and the Company agree as follows, effective as of
the date hereof, with capitalized terms not otherwise defined herein having the
same meaning as set forth in the Agreement:
1. Section 7.14 is hereby deleted in its entirety and replaced with the
following:
"7.14 Modification of Settlement Agreement. The Company and
The Cross Country Group, L.L.C., as the assignee of the rights of ANIC,
shall enter into the Settlement Agreement (substantially in the form of
Exhibit O hereto) contemporaneously with the execution of this
Amendment which shall provide for, among other things, agreement of The
Cross Country Group, L.L.C. to take no action with respect to
realization on its rights under the Settlement Agreement prior to the
earlier of: (a) July 1, 1997 or (b) the termination of its obligations
under this Agreement, in consideration for the guarantee of the
obligation of HMS under the Settlement Agreement by the Company, the
pledge by the Company of the shares of HMS and Homeowners Marketing
Services International, Inc. ("HMSII") owned by the Company to The
Cross Country Group, L.L.C. to secure the guarantee and the grant by
HMS and HMSII of a security interest in their respective assets in
favor of The Cross Country Group, L.L.C. to further secure such
guarantee."
2. Section 9.12 is hereby deleted in its entirety and replaced with the
following:
"9.12 Franchise Agreement - Amendment and Estoppel Agreement
and Profit Sharing Release. The Company shall have caused HMSI to: (i)
enter into and execute an amendment to existing franchise agreements
(including franchise agreements whose terms have been extended to July
1, 1997) with all Franchisees upon terms and conditions satisfactory to
Parent, and (ii) have obtained estoppel letters and releases from all
Franchisees which shall contain a waiver of any and all claims the
Franchisees have or may have under the existing franchise agreements
including, without limitation, a waiver of all claims for profit
sharing for 1996."
3. Section 12.1(b)(i) shall be deleted in its entirety and replaced
with the following:
"(i) the Merger shall not have been consummated on or before
the later of: (A) July 1, 1997, or (B) two business days after the
Company's stockholders' meeting;".
4. Section 12.1 (c)(i) shall be deleted in its entirety and replaced
with the following:
"(i) the Merger shall not have been consummated on or before
July 1, 1997,".
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 the same instrument.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of Delaware without giving effect
to principles of conflicts of laws.
7. Except as modified by this Amendment, the terms of the Agreement, as
amended by the First Amendment, shall remain unmodified and in full force and
effect.
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IN WITNESS WHEREOF, each party has executed this Amendment as of the
date first set forth above.
THE CROSS COUNTRY GROUP, INC.
By:/s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
CC ACQUISITION CORPORATION
By:/s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: President
HOMEOWNERS GROUP, INC.
By:/s/ C. Xxxxxxx Xxxxxx
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Name: C. Xxxxxxx Xxxxxx
Title: Vice President, Treasurer and
Chief Financial Officer
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