EXHIBIT 10.3
SECOND AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT (this "Amendment") is entered into this 11th day
of July, 1997 by and among Zenith Insurance Company, a California corporation
(the "Purchaser") and RISCORP, Inc., a Florida corporation ("RISCORP"),
RISCORP Management Services, Inc., a Florida corporation ("RMS"), RISCORP of
Illinois, Inc., an Illinois corporation ("RI"), Independent Association
Administrators Incorporated, an Alabama corporation ("IAA"), RISCORP
Insurance Services, Inc., a Florida corporation ("RIS"), RISCORP Managed Care
Services, Inc., a Florida corporation ("RMCS"), CompSource, Inc., a North
Carolina corporation ("CompSource"), RISCORP Real Estate Holdings, Inc., a
Florida corporation ("RRE"), RISCORP Acquisition, Inc., a Florida corporation
("RA"), RISCORP West Inc., an Oklahoma corporation ("RW"), RISCORP of
Florida, Inc., a Florida corporation ("RF"), RISCORP Insurance Company, a
Florida corporation ("RIC"), RISCORP Property & Casualty Insurance Company, a
Florida corporation ("RP&C"), RISCORP National Insurance Company, a Missouri
corporation ("RNIC"), RISCORP Services, Inc., a Florida corporation ("RS"),
RISCORP Staffing Solutions Holding, Inc., a Florida corporation ("RSS
Holding"), RISCORP Staffing Solutions, Inc. I, a Florida corporation ("RSSI")
and RISCORP Staffing Solutions, Inc. II, a Florida corporation ("RSSII").
RISCORP, RMS, RI, IAA, RIS, RMCS, CompSource, RRE, RA, RW, RF, RIC, RP&C,
RNIC, RS, RSS Holding, RSSI and RSSII are referred to herein collectively as
the "Sellers."
W I T N E S S E T H:
WHEREAS, on June 17, 1997, the Purchaser and the Sellers entered into an
Asset Purchase Agreement (the "Agreement") which contemplates the acquisition
of certain assets and the assumption of certain liabilities of the Sellers by
the Purchaser;
WHEREAS, the Purchaser and Sellers desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. SECTION 5.18. Section 5.18 of the Agreement is hereby deleted in
its entirety and, in lieu thereof, the following new Section 5.18 is hereby
inserted:
"(a) Within thirty one days following the date of execution of this
Agreement, the Sellers' Representative on behalf of the Sellers shall
deliver to Purchaser schedules prepared in consultation with the Purchaser
and reasonably satisfactory to the parties ("Disclosure Schedules"), which
shall be accompanied by a certificate signed by the chief executive officer
of RISCORP stating that the Disclosure Schedules are being delivered
pursuant to this Section 5.18. The Disclosure Schedules, when so
delivered, shall be deemed to constitute an integral part of this Agreement
and to modify the respective representations, warranties, covenants or
agreements of the parties hereto contained herein to the extent that such
representations, warranties, covenants or agreements expressly refer to
schedules. Anything to the contrary contained herein or in the Disclosure
Schedules
notwithstanding, any and all statements, representations, warranties or
disclosures set forth in the Disclosure Schedules shall be deemed to have
been made on and as of the date hereof.
(b) The parties hereby agree to cooperate in good faith to complete
within forty one days from the date hereof the schedules to the Purchase
Agreement pertaining to Assigned and Assumed Contracts, Included Affiliate
Agreements, Included Employment Contracts, Insurance Contracts and other
Transferred Assets and Other Assumed Liabilities."
2. OTHER TERMS AND CONDITIONS RATIFIED AND CONFIRMED. All other terms
and conditions of the Agreement are hereby ratified and confirmed by the parties
and shall remain in full force and effect.
3. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as
of the day and year set forth above.
ZENITH INSURANCE COMPANY
By: /s/ XXXXXXX X. XXX
---------------------------
Name: Xxxxxxx X. Xxx
Title: Chairman & President
RISCORP, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP MANAGEMENT SERVICES, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
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RISCORP OF ILLINOIS, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
INDEPENDENT ASSOCIATION ADMINISTRATORS
INCORPORATED
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP INSURANCE SERVICES, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP MANAGED CARE SERVICES, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
COMPSOURCE, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP REAL ESTATE HOLDINGS, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
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RISCORP ACQUISITION, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP WEST, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP OF FLORIDA, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP INSURANCE COMPANY
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP PROPERTY & CASUALTY INSURANCE
COMPANY
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP NATIONAL INSURANCE COMPANY
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
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RISCORP SERVICES, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP STAFFING SOLUTIONS HOLDING, INC.
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP STAFFING SOLUTIONS HOLDING, INC. I
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
RISCORP STAFFING SOLUTIONS HOLDING, INC. II
By: /s/ XXXXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
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