EXHIBIT 99.3
Second Amendment to Asset Purchase Agreement
THIS AGREEMENT is made on this 12th 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
3(a) of the Asset Purchase Agreement among the parties hereto
dated June 1, 2001 ("Asset Purchase Agreement") as follows:
3. Assumed Liabilities.
(a) Seller and Shareholder agree that
Purchaser assumes no liabilities of Seller, whether
accrued, absolute, contingent, known, unknown, or
otherwise, except for the following liabilities which
for purposes of this Agreement shall be referred to as
"Assumed Liabilities": (i) those trade payables and
other liabilities specifically identified on Schedule
3, and such changes in the amount of those and other
trade payables and other liabilities that may be
specified on an updated Schedule 3 which shall be
delivered by Seller to Purchaser immediately before
Closing, all of which are subject to the rights
afforded Purchaser pursuant to Section 6.18 below; (ii)
any executory obligations of Seller's continued
performance arising in the ordinary course of business
under any contracts and commitments identified on
Schedule 3, as updated in accordance with this Section
3, that are performable or payable on or after the
Closing Date including, but not limited to, Seller's
obligations under the Agreements, Licenses and as
tenant under the lease of the Real Property with
Xxxxxxx Xxxxxxxxx and Xxxx Xxxxxxxxx, as landlord,
dated December 23, 1993, as amended ("Lease"); and
(iii) Seller's loan repayment obligations to its
lender, Xxxxx Fargo Business Credit.
2. 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:___________________________
