AMENDMENT TO PURCHASE AND SALE AGREEMENT
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This Amendment to Purchase and Sale Agreement (the "Amendment") is made
as of January 13, 1997 by and among ORTHOLOGIC CORP., a Delaware corporation
("Buyer") and TORONTO MEDICAL CORP., an Ontario corporation ("Seller").
1. Amendment and Effective Date. This Amendment, which shall be
effective as of January 13, 1997, amends the Purchase and Sale Agreement made as
of December 30, 1996 by and among Buyer and Seller (the "Agreement"). Except as
specifically modified by this Amendment, the Agreement shall remain in full
force and effect.
2. Definitions. The defined terms in the Agreement shall have the same
meanings in this Amendment.
3. Amendments. The amendments to the Agreement, which shall be
effective immediately, shall be as set forth in this Section 3.
a. Section 1.18 of the Agreement shall be revised in its
entirety to read as follows:
""Closing Date" shall mean the earlier to occur of the date of
the coming into existence of a final unappealable order
approving (i) the Plan of Reorganization or (ii) the Section
363 Sale, each as contemplated in Sections 2.13 and 6.5
hereof. Such Plan of Reorganization or Section 363 Sale must
be so approved on or before March 15, 1997, provided, however,
that Seller, for reasons related to the Plan of Reorganization
or Section 363 Sale, may extend the Closing Date to a date not
later than May 15, 1997."
b. Section 1.21 of the Agreement shall be revised in its
entirety to read as follows:
""Contracts" shall mean all of the agreements whether written,
oral or implied, under which Seller conducts the Business
which are listed and described on Schedule 1 hereto, except
for the Retained Contracts and any contracts rejected in
connection with the Plan of Reorganization or Section 363
Sale."
c. Section 1.51 of the Agreement shall be revised in its
entirety to read as follows:
""Plan of Reorganization" shall mean that certain Plan of
Reorganization for USORTHO and TMI filed with the Colorado
Court on October 18, 1996, as amended, if amended as
contemplated in Section 6.5 hereof or as required in
connection with the Section 363 Sale."
d. Subsection (a) of Section 1.64 (Retained Liabilities) of
the Agreement shall be revised in its entirety to read as follows:
"(a) all employment, agency, authorized distributor and other
contracts of TMI and/or USORTHO, unless specifically assumed
and assigned by Buyer in writing;"
e. The first sentence of Section 2.2 (Payment of Purchase
Price) shall be revised in its entirety to read as follows:
"At the Closing, Buyer shall pay the Purchase Price to TMI
and/or USORTHO or as they may otherwise direct in writing at
the Closing, in accordance with the Plan of Reorganization or
Section 363 Sale, in payment of the purchase of the US
Purchased Assets and the Purchased Assets, via bank cashier's
check or wire transfer."
f. The following shall be added to the Agreement as Section
2.13:
"Section 363 Sale. Buyer and Seller shall take all necessary
action to effect a Section 363 Sale, in accordance with the
terms of Section 6.5 hereto. If such Section 363 Sale is not
approved by the Colorado Court, an amended Plan of
Reorganization may be filed with the Colorado Court in
accordance with the terms of Section 6.5 hereto, and if an
objection is or may be raised to the Section 363 Sale, an
amended Plan of Reorganization may be so filed."
g. Subsection (a) of Section 5.9 (Cooperation) of the
Agreement shall be revised in its entirety to read as follows:
"(a) fully cooperate with each other and their respective
legal counsel and accountants in connection with any steps to
be taken as part of their obligations under this Agreement
including, without limitation, in connection with the
preparation, filing and confirmation of the amended Plan of
Reorganization or Section 363 Sale contemplated in Sections
2.13 and 6.5 hereof;"
h. The following shall be added to the Agreement as Section
6.11.
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"Simultaneous Closings. The Closing under this Agreement shall
occur on the date of the coming into existence of a final
unappealable order approving the Section 363 Sale or the Plan
of Reorganization described in Sections 2.13 and 6.5 hereof."
4. Authorization and Signatures. By signing below, each party
represents that this Amendment has been duly authorized and constitutes an
agreement by which it is bound.
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IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be
executed as of January 13, 1997 by their respective officers thereunto duly
authorized.
ORTHOLOGIC CORP.
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President
TORONTO MEDICAL CORP.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Chairman and CEO
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