Amendment to Purchase Agreement between Phoenix Enterprises LLC and JLM Industries, Inc.

Summary

Phoenix Enterprises LLC and JLM Industries, Inc. have agreed to amend certain terms of their Purchase Agreement dated June 7, 2001. The amendments clarify the conditions under which either party may terminate the agreement if the closing does not occur by June 29, 2001, and allow the Company and Phoenix to make certain changes to the agreement without investor consent, provided these changes do not harm investor rights. All other terms of the original Purchase Agreement remain unchanged.

EX-10.5 8 a2053600zex-10_5.txt EXHIBIT 10.5 Exhibit 10.5 PHOENIX ENTERPRISES LLC 135 EAST 57TH STREET, 12TH FLOOR NEW YORK, NY 10022 June 15, 2001 JLM Industries, Inc. 8675 Hidden River Parkway Tampa, FL 33637 Attention: John L. Macdonald Re: Purchase Agreement ------------------ Gentlemen: Reference is hereby made to that certain Purchase Agreement (the "Purchase Agreement"), dated June 7, 2001, between JLMI Industries, Inc., a Delaware corporation (the "Company"), and the investors listed on Schedule 1 attached to the Purchase Agreement (each individual, an "Investor" and collectively, the "Investors"). All capitalized terms used which are not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. The parties hereby agree as follows: 1. Section 6.2(d) of the Purchase Agreement shall be amended and restated in its entirety as follows: "(d) By the Company or Phoenix if the Closing shall not have occurred on or prior to June 29, 2001; PROVIDED, HOWEVER, that the right to terminate under this subsection (d) shall not be available to a party if such party's failure to satisfy any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or prior to such date (unless such date is extended by mutual agreement of the parties)." 2. The last sentence of Section 8.3 of the Purchase Agreement shall be amended and restated in its entirety as follows: "Notwithstanding the foregoing, the Investors acknowledge and agree that the Company and Phoenix, without the consent of the Investors, may amend or supplement this Agreement, the Registration Rights Agreement or any other agreement in connection with the transactions contemplated hereby, to (i) cure any ambiguity, defect or inconsistency, or (ii) make any change that would provide any additional rights or benefits to the Investors or that would not materially and adversely affect the legal rights of the Investors hereunder." 3. Except as expressly set forth herein, all of the terms and provisions of the Purchase Agreement shall remain unchanged and shall continue to be in full force and effect. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Phoenix the duplicate copy of this letter enclosed herewith. Very truly yours, PHOENIX ENTERPRISES LLC By: /s/ Philip Sassower --------------------------- Name: Philip Sassower Title: Chief Executive Officer Accepted and agreed to as of the date first above written: JLM INDUSTRIES, INC. By: /s/ Michael E. Hayes --------------------------------- Name: Michael E. Hayes Title: Vice President and Chief Financial Officer 2