EXHIBIT 99.2
First Amendment to Asset Purchase Agreement
THIS AGREEMENT is made on this _______ 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
4.2 of the Asset Purchase Agreement among the parties hereto
dated June 1, 2001 ("Asset Purchase Agreement") as follows:
4.2 Membership Interest Assignment; Security
Interest. To secure Purchaser's payment of the
Purchase Price identified in Section 4.1 above, and
Purchaser's obligations to make the installment
payments due under Section 2.1 above (collectively
"Purchaser's Secured Obligations"), Purchaser shall
cause to be pledged to Seller at Closing membership
interests of Purchaser representing forty-nine percent
(49%) of the issued and outstanding membership
interests of Purchaser ("Membership Interests"), which
Membership Interests shall remain non-certificated and
shall be subject to a first priority security interest
granted to Seller pending Purchaser's payment of
Purchaser's Secured Obligations, all in accordance with
the terms and conditions of the Membership Interest
Pledge Agreement attached hereto as Exhibit "D".
To secure Purchaser's payment of Purchaser's
obligations to Seller under Section 4.3 below, at
Closing, Purchaser shall grant Seller a junior security
interest in and to all of Purchaser's personal
property, all in accordance with a security agreement
in substantially the form as attached hereto as Exhibit
"L". Further, to perfect such security interest,
Purchaser shall execute and deliver to Seller a UCC-1
Financing Statement in substantially the form as
attached hereto as Exhibit "M".
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:___________________________
