THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is dated the 1st day
of July, 1999 by and between RELIABLE CORPORATION ("Reliable") and RELIABLE-WEST
TECH, INC. (a/k/a WEST TECH, INC.).
WHEREAS, the parties hereto have previously entered into that certain
Asset Purchase Agreement (the "Agreement") dated as of May 5, 1999, and
WHEREAS, the parties wish to amend the Agreement as hereafter set
forth:
NOW, THEREFORE, the parties agree as follows:
1. Section 1.2(k) is hereby deleted, in order to exclude Seller's
Accounts Receivable from the Purchased Assets. Accordingly, a new clause (c) is
hereby added to Section 1.3 (to include Seller's Accounts Receivable in the
definition of "Excluded Assets") providing as follows:
"(c) Seller's Accounts Receivable".
2. The first sentence of Section 3.1 is modified to provide as follows:
"The purchase price of the Purchase Assets shall be equal to
the sum of Two Million One Hundred Thousand Dollars ($2,100,000) plus the
"Inventory Amount" subject to the adjustment as described herein.
The last sentence of the first paragraph of Section 3.1 is
hereby deleted.
3. The first sentence of Section 3.2(c) is modified to provide as
follows:
"Purchaser shall pay to Seller an amount equal to the sum of
(i) One Million Dollars less the amount described in the last sentence of
Article II above, plus (ii) the Inventory Amount."
4. Section 9.5 is hereby deleted in its entirety.
5. Modifying Section 3.2(d), the Letter of Credit shall be delivered to
Seller on or before August 31, 1999.
6. Except as modified herein, the Agreement shall remain in full force
and effect.
1
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first above written.
RELIABLE CORPORATION
By:
Xxxxxxxx X. Xxxxxx
RELIABLE-WEST TECH, INC.
By:
Xxxxxx Xxxxxxx
