FIRST AMENDMENT
TO THE
STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT to the Stock Purchase Agreement dated
March 28, 1997 (the "STOCK PURCHASE AGREEMENT") by and between Mercury Finance
Company, a Delaware corporation ("SELLER") and Frontier Insurance Group, Inc., a
Delaware corporation ("BUYER"), is made and entered into this 29th day of May,
1997.
WHEREAS, Buyer and Seller have agreed to amend certain terms of
the Stock Purchase Agreement;
NOW, THEREFORE, in consideration of the premises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
1. Amendment to Section 10.1. Section 10.1(c) and Section
10.1(d) are hereby amended by replacing May 31, 1997 with June 4, 1997.
2. No Other Amendment; Confirmation. Except as expressly
amended, modified and supplemented hereby, the provisions of the Stock Purchase
Agreement are and shall remain in full force and effect.
3. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4. Governing Law. This Agreement shall be interpreted in
accordance with the substantive laws of the State of Illinois applicable to
contracts made and to be performed wholly within said state.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
FRONTIER INSURANCE GROUP, INC. MERCURY FINANCE COMPANY
By: By:
------------------------------ -----------------------------
Its: Its:
------------------------------ -----------------------------
