EXHIBIT 99.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
BY AND BETWEEN
MONESSEN HEARTH SYSTEMS COMPANY
AND
XXXXXX INDUSTRIES, INC.
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is made
this 28th day of February, 2003, by and between Monessen Hearth Systems Company,
a Kentucky corporation ("Purchaser"), and Xxxxxx Industries, Inc., a Delaware
corporation ("Seller").
RECITALS:
A. Purchaser and Seller have entered into that certain Asset
Purchase Agreement dated the 20th day of December, 2002 (the
"Agreement").
B. Purchaser and Seller wish to amend the Agreement as set forth
in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
Section 4.1 of the Agreement is hereby amended to read in its entirety
as follows:
4.1 Purchase Price. The Purchase Price, consisting of the Fixed
Purchase Price ($1,760,000), the IP Purchase Price ($240,000) and the Variable
Purchase Price, shall be paid as follows:
(a) The Fixed Purchase Price shall be paid in cash or
equivalent (including application of the Deposit) at Closing to Seller
or for the benefit of Seller to an account or accounts at Seller's
direction upon the fulfillment or waiver of all conditions precedent
set forth in this Agreement and the execution and delivery of all
documents required by this Agreement.
(b) The IP Purchase Price shall be paid in cash or
equivalent at Closing to Seller or for the benefit of Seller to an
account or accounts at Seller's direction upon the fulfillment or
waiver of all conditions precedent set forth in this Agreement and the
execution and delivery of all documents required by this Agreement.
(c) The Variable Purchase Price shall be paid in cash or
equivalent at Closing to Seller or for the benefit of Seller to an
account or accounts at Seller's direction upon the fulfillment or
waiver of all conditions precedent set forth in this Agreement and the
execution and delivery of all documents required by this Agreement.
The Agreement shall remain unchanged in all other respects.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the
duly authorized officers of Seller and Purchaser as of the date first written
above.
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
Its: President
("Seller")
MONESSEN HEARTH SYSTEMS COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
Its: President
("Purchaser")
