FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (the "First
Amendment") is made and entered into this 20th day of January, 2000 by and
between Frontier Insurance Group, Inc., a Delaware corporation ("Seller"), and
Protective Life Insurance Company, a Tennessee corporation ("Buyer").
RECITALS
Buyer and Seller have heretofore entered into that certain Stock
Purchase Agreement dated October 20, 1999 (the "Agreement"). Buyer and Seller
desire to amend the Agreement as provided in this First Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller hereby agree and the Agreement is hereby amended
as follows:
1. DEFINED TERMS. Capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Agreement.
2. TRANSFER OF DOMAIN NAMES. The parties acknowledge that certain
domain names that relate to or are associated with the Company or its
Subsidiaries are registered in the name of Seller or its agents. Seller agrees
to execute all documents reasonably necessary to transfer such domain names to
Buyer or the Company, as requested by Buyer.
3. AMENDMENTS TO SECTION 9.2 OF THE AGREEMENT.
(a) Section 9.2 of the Agreement is hereby amended to add at the end of
the second sentence thereof the following: "(vi) the failure of the Company to
recover from Accel International Corporation ("Accel"), on or prior to one year
from the Closing Date, the receivable in the amount of $997,150 due to be paid
by Accel to the Company or one of its Subsidiaries (the "Accel Receivable") in
connection with the settlement of the litigation described in item 32 of
Schedule 3.14 of the Agreement, which receivable shall be reflected in full on
the Relevant Balance Sheets; and (vii) any contractual obligation by the Company
to provide insurance to a third party in the form of a surety bond, that is not
reflected on the books and records of the Company or for which an entity other
than the Company or one of its Subsidiaries has received the entire premium."
The Threshold Amount and the Ceiling Amount shall not be applicable to the
indemnification obligations of Seller described in (vi) and (vii) above. Seller
shall be responsible for the collection of the Accel Receivable and shall pay
its costs in connection therewith and Buyer shall, and shall cause the Company
and its Subsidiaries, to cooperate with Seller in such collection efforts.
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(b) Clause (i) of the second sentence of Section 9.2 of the
Agreement is hereby amended to read in its entirety as follows: "(i) any pending
or threatened litigation, arbitration or other recognized "alternative dispute
resolution" proceeding against the Company, any Subsidiary, or First Protection
Company or any of its subsidiaries (such corporation and its subsidiaries,
collectively, "FPC") as of the Closing Date, other than pending or threatened
litigations, arbitrations or other such proceedings relating to policies of
insurance with respect to the non-standard auto line of business or the personal
lines policies produced by the Masters Insurance Agency or the Award Insurance
Agency (the pending or threatened litigations, arbitrations and other
proceedings covered by this clause (i), collectively, the "Assumed
Litigation"),".
4. Y2K INFORMATION. Seller shall retain for a period of two years, or
shall provide Buyer with copies of, all computer software and hardware testing
information and regulatory filings related to the conduct of business by the
Company and its Subsidiaries on and after January 1, 2000.
5. POWERS OF ATTORNEY. All powers of attorney provided by the Company
or any of its Subsidiaries to Seller or any of its subsidiaries (other than
subsidiaries that are being transferred pursuant to the Agreement), other than
those currently attached to surety bonds in the normal course of business, shall
be returned to the Company and Seller acknowledges that no such powers of
attorney may hereafter be used by Seller or any of its subsidiaries.
6. CORPORATE SEALS. Except to the extent otherwise agreed to in writing
by the Company, all corporate seals of the Company or any of its Subsidiaries
that are in the possession of Seller or any of its subsidiaries shall be
returned promptly to the Company.
7. AGREEMENT TO REMAIN IN EFFECT. Except as specifically amended
hereby, the Agreement shall remain in full force and effect.
8. PROVISIONS OF THE AGREEMENT. Sections 13.4 (Counterparts), 13.5
(Successors and Assigns; Beneficiaries), 13.8 (Partial Invalidity) and 13.9
(Governing Law; Arbitration) of the Agreement shall apply to this First
Amendment.
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IN WITNESS WHEREOF, Buyer and Seller hereto have executed this First
Amendment as of the date first above written.
FRONTIER INSURANCE GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
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Its Senior Vice President and Chief
Financial Officer
PROTECTIVE LIFE INSURANCE
COMPANY
By: /s/ Xxxxx XxXxxx
---------------------------------------
Its Vice President and Controller and
Chief Accounting Officer
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