Exhibit 5
AMENDMENT NO. 1
TO
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made and to be effective as of October 29, 1996, by and
between QUANTUM CHEMICAL CORPORATION, a Virginia corporation having its
principal offices at 00000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000 ("Quantum"),
and FIX-CORP INTERNATIONAL, INC., an Ohio Corporation, having its principal
offices at 00000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxx 00000 ("Buyer");
WITNESSETH:
WHEREAS, Quantum and Buyer have entered into a Purchase and Sale Agreement
dated August 14, 1996 (the "Agreement") for the sale and purchase of the
Assets, as that term is defined in the Agreement; and
WHEREAS, Quantum and Buyer now wish to amend the Agreement so as to extend
the time for Closing.
NOW, THEREFORE, in consideration of the mutual agreements set forth in this
Amendment No. 1 and other good and valuable consideration, the parties to the
Agreement and this Amendment agree as follows.
1. EXTENSION OF TIME FOR CLOSING.
1.01. Quantum agrees to extend the Closing, as that term is defined in
the Agreement, for thirty (30) days commencing from November 1, 1996 in exchange
for Buyer paying Quantum the sum of Seventy-five Thousand Dollars ($75,000.00)
via wire transfer. This wire transfer must be made by Buyer prior to 3:00 p.m.
EST on Wednesday, October 30, 1996 or this Amendment and the Agreement will
terminate as of 5:00 p.m. EST Wednesday, October 30, 1996.
1.02. If so requested in writing by Buyer, Quantum will agree to a
second extension of the Closing for thirty one (31) days commencing from
December 1, 1996 in exchange for Buyer paying Quantum the sum of Seventy-five
Thousand Dollars ($75,000.00) via wire transfer.
Receipt of this wire transfer must be confirmed by Quantum by 3:00 p.m. EST on
or before November 30, 1996, or this Amendment and the Agreement will terminate
as set forth in Section 3, below.
1.03. If so requested in writing by Buyer, Quantum will agree to a
third extension of the Closing for thirty one (31) days commencing from January
1, 1997 in exchange for Buyer paying Quantum the sum of One Hundred Thousand
Dollars ($100,000.00) via wire transfer. Receipt of this wire transfer must be
confirmed by Quantum by 3.00 p.m. EST on or before December 31, 1996, or this
Amendment and the Agreement will terminate as set forth in Section 3, below.
1.04. After the third extension of the Closing, no further extensions
of the Closing may be requested by Buyer, none shall be granted by Quantum and
all sums paid by Buyer to Quantum shall be retained by Quantum in accordance
with Section 3, below.
2. CREDITS TOWARD CLOSING. In the event Closing takes place prior to the
expiration of any extension period, all payments made by Buyer to Quantum
pursuant to Sections 1.01, 1.02 and 1.03, above, shall be credited towards the
Purchase Price and shall reduce the amount due to Quantum from Buyer at Closing
pursuant to Section 2.02(b) of the Agreement.
3. FAILURE TO CLOSE. In the event the Buyer fails to Close through no
fault of Quantum prior to the expiration of an extension period or Buyer fails
to timely request a second or third extension of the Closing or Buyer fails to
wire transfer payments for extensions of time to Close by the dates set forth in
Sections 1.01, 1.02 or 1.03, above, the Agreement shall immediately terminate.
In such event, Quantum shall retain, without any recourse by Buyer whatsoever,
all sums paid to it by Buyer pursuant to Section 2.02(a) of the Agreement and
Sections 1.01, 1.02 and 1.03 of this Amendment as liquidated damages and not as
a penalty.
4.0 This Amendment may be executed in two counterparts each of which shall
be deemed an original. This Amendment and any counterpart so executed shall be
deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be duly executed by their authorized representatives as of the day
and year first set forth above.
QUANTUM CHEMICAL CORPORATION FIX-CORP INTERNATIONAL, INC.
By: By:
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Attest: Attest:
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