Exhibit 5
FIRST AMENDMENT TO
SETTLEMENT AGREEMENT AND RELEASE
This First Amendment to Settlement Agreement and Release (this
"Amendment") is made and entered into as of the 8th day of October, 1996, by and
between The Xxxxx Corporation ("Xxxxx"), a Massachusetts corporation with a
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
and Liquidity Financial Group, L.P. ("Liquidity") individually and on behalf of
certain Affiliates as defined in the Agreement (as hereinafter defined), a
California limited partnership with a principal place of business at 0000 Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, the parties entered into a Settlement Agreement and Release
dated the 27th day of June, 1996 (the "Agreement") and desire to the amend the
Agreement, to eliminate a possible ambiguity, as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Section 4(d), of the Agreement shall be and hereby is amended by
adding, at the end of said section following the semi-colon, the following
clause:
provided, however, that Liquidity and Liquidity Affiliates shall not
be deemed to be acting in a "group" in violation of this Section 4(d)
solely by virtue of their voting their interests in compliance with
Section 4(a) of this Agreement;
2. Except as expressly set forth above, the Agreement shall remain in
full force and effect without amendment or modification.
IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first above written.
LIQUIDITY FINANCIAL GROUP, L.P. THE XXXXX CORPORATION
By: Liquidity Financial
Corporation, its general partner
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxxx Xxxxxx
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Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxxx
President President
