EXHIBIT 2.4
AMENDMENT
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT is entered into as of the 28/th/ day of July, 1999, by and
among WEC Company ("Buyer"), Tru-Part Manufacturing Corporation ("Company"), CAL
Properties, and the Shareholders listed below, and amends that certain Asset
Purchase Agreement dated as of July 1, 1999 (the "Purchase Agreement") by and
among the parties.
1. Amendment to Section 1.1(J): Section 1.1(j) of the Purchase Agreement
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is hereby restated in its entirety as follows:
(j) Notes and Accounts Receivable. All notes, drafts and
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accounts receivable of Company, except for those described in Sections
1.2(d), 1.2(e), 1.2(g) and 1.2(j).
2. Amendment to Section 1.2 and additional Defined Term: There is hereby
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added to Section 1.2 of the Purchase Agreement the following subsection (j) and
the additional defined term "Excluded Receivables":
(j) Excluded Receivables. Accounts receivable outstanding on
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the Closing Date and identified in Schedule 1.2(j), to a maximum of One
Million Three Hundred Thousand Dollars ($1,300,000) (such accounts to the
extent of such maximum, the "Excluded Receivables"). Collection of Excluded
Receivables shall be effected in the manner described in Section 8.9.
3. Amendment to Section 7.1: The second sentence of Section 7.1 of the
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Purchase Agreement is hereby restated in its entirety as follows:
Buyer shall make offers of employment to each employee disclosed on
Schedule 7.1 other than the Shareholders and the Shareholders' spouses.
4. Amendment to Article 8: There is hereby added to Article 8 of the
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Purchase Agreement a new Section 8.9 as follows:
8.9 Collection of Excluded Receivables. During the Collections
Period (as defined below), Buyer shall collect the Excluded Receivables in
accordance with its normal business practices for Company's account. All
collected Excluded Receivables shall be disbursed to Company at the
conclusion of the Collections Period. As used in this Section 8.9,
"Collections Period" shall mean a period of time beginning on the first
business day following the Closing Date and continuing until such time as
Buyer has collected a total of $1,300,000 in Excluded Receivables or, if
earlier, August 27, 1999. Nothing in this Agreement shall be construed to
guarantee to
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Company that Buyer will collect a total of $1,300,000 in Excluded
Receivables during the Collections Period.
5. Remainder of Agreement Unaffected: All other provisions of the Purchase
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Agreement are unchanged by this Amendment.
(The next page is the signature page.)
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
WEC COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President
TRU-PART MANUFACTURING
CORPORATION
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
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Its: Chairman of Board
CAL PROPERTIES
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Its: General Partner
SHAREHOLDERS:
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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