EXHIBIT 99.4
Third Amendment to Asset Purchase Agreement
This Agreement is made on this 19th day of June, 2001, by
and between PG Design Electronics, Inc. ("Seller"), a Delaware
corporation, whose principal place of business is located at
00000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000, Heartland
Technology, Inc., a Delaware corporation, whose principal place
of business is located at 000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxx 00000 ("Shareholder"), Trilogy Electronics,
L.L.C., a Michigan limited liability company ("Purchaser"), whose
principal place of business is located at 0000 Xxxxxx Xxxx,
Xxxxxx Xxxxx, Xxxxxxxx 00000, and Trilogy Technologies, Inc., a
Michigan corporation, whose principal place of business is
located at 0000 Xxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000
("Trilogy").
1. The parties hereto agree to amend and restate Section
6.1 of the Asset Purchase Agreement among the parties hereto
dated June 1, 2001 ("Asset Purchase Agreement") as follows:
6.1 Accuracy of Representations and Warranties.
All representations and warranties contained herein are
made by Seller and Shareholder jointly and severally.
The representations and warranties of Seller and
Shareholder contained in this Agreement and all related
documents shall be true and correct in all material
respects at and as of the Closing Date as though such
representations and warranties were made on that date.
2. The parties hereto agree to amend and restate Section
7.1 of the Asset Purchase Agreement as follows:
7.1 Accuracy of Representations and Warranties.
All representations and warranties contained herein are
made by Purchaser and Trilogy jointly and severally.
The representations and warranties of Purchaser and
Trilogy contained in this Agreement and all related
documents shall be true and correct in all material
respects at and as of the Closing Date as though such
representations and warranties were made on that date.
3. The parties hereto agree to amend and restate Schedule
6.4 of the Asset Purchase Agreement as follows:
SCHEDULE 6.4
Matters Not Constituting a "Material Adverse Effect"
1. Unable to locate some of the equipment under the
lease from Data Processing Sciences.
2. Any accounting estimates where the estimated
accrued liability may vary from the actual debt
(e.g. accrued interest expense payable to Reptron,
or the accrued interest expense on the 1999 Money
Purchase Plan liability; provided, however, it is
understood that all of Seller's obligations under
such 1999 Money Purchase Plan are not Assumed
Liabilities for any purpose under this Asset
Purchase Agreement).
3. See Schedule 3 for obligations assumed by
Purchaser.
4. See Schedule 11.13 for liabilities in default.
5. See Schedule 11.15(b) for delinquent tax payments.
6. Any increase in rent charged by the landlord to
Purchaser under the Lease of the Real Property.
4. Except as modified herein, the Asset Purchase Agreement
shall continue in full force and effect.
In Witness Whereof, the parties have hereunto set their
hands as of the date first above written.
Purchaser: Seller:
Trilogy Electronics, L.L.C. PG Design
Electronics, Inc.
By: By:
Xxxxxxxx X. Xxxxxx
Its: Authorized Member Its: Chairman
Shareholder: Trilogy:
Heartland Technology, Inc. Trilogy
Technologies, Inc.
.....
By: ..... By:
Its: ..... Its:
3324-1 061901
6/19/01 12:21 PM
