Exhibit 2(c)
SECOND AMENDMENT
TO THE
STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT to the Stock Purchase Agreement dated March 28, 1997,
as amended (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 3rd day of June,
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 2.2. Section 2.2(b)(i) is hereby amended to read
in its entirety as follows:
(i) (A) $81,629,625, representing 90% of the Aggregate
Consideration, less $1,170,375, (the "NET AMOUNT") to be paid by Buyer
to ITT Industries, Inc. under the letter agreement between Buyer and
Seller dated March 28, 1997 in accordance with Seller's instructions
thereunder, by wire transfer of immediately available funds to a
segregated bank account designated by Seller (the "SEGREGATED
ACCOUNT") and (B) $9,200,000, representing 10% of the Aggregate
Consideration, by wire transfer of immediately available funds to an
account designated by Xxxxxx Trust and Savings Bank (the "ESCROW
AGENT") in writing to be held and released pursuant to the terms of an
escrow agreement by and among Seller, Buyer and the Escrow Agent, in
the form attached hereto as Exhibit A (the "ESCROW AGREEMENT").
2. SECTION 5.7. The Stock Purchase Agreement is hereby amended by adding
the following Section 5.7:
5.7. Segregated Account. (a) Seller shall hold the funds in
the Segregated Account and shall not commingle the funds with other
assets or apply the funds to liabilities or obligations of Seller
until the earlier to occur of the Opinion Delivery Date (as defined in
the Escrow Agreement) or the date of the Additional Deposit (as
defined in the Escrow Agreement).
(b) In the event that the Opinion Delivery Date has not occurred
on or before July 14, 1997, Seller hereby agrees to deposit
immediately with the Escrow Agent the Additional Deposit (as defined
in the Escrow Agreement).
(c) The Threshold Amount and Ceiling Amount shall not apply to
any claims for breach of this Section 5.7.
3. NO OTHER AMENDMENT; CONFIRMATION. Except as expressly amended,
modified and supplemented hereby, the provisions of the Stock Purchase
Agreement, as amended by the First Amendment to the Stock Purchase Agreement
dated May 29, 1997 by and between Seller and Buyer, are and shall remain in full
force and effect.
4. 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.
5. 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.
6. DEFINITIONS. All capitalized terms not defined herein shall have the
meanings ascribed to them in the Stock Purchase Agreement.
* * *
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:
