AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO THE ASSET PURCHASE AGREEMENT dated February 15, 1995
("Asset Purchase Agreement") By and Among Healthtech Products, Inc.
(formerly A. H. Acquisition, Inc.), a Missouri corporation ("Purchaser"),
Smith & Davis Manufacturing Company, a Missouri corporation ("Seller"), and
Everest & Jennings International Ltd., a Delaware corporation ("E&J"), is
made this 4th day of April, 1995.
In accordance with Section 14.05 of the Asset Purchase Agreement, the
parties hereby agree that the Asset Purchase Agreement is hereby amended as
follows:
1. The word "final" in the fifth line of page 4 of the Asset Purchase
Agreement, Section 2.01(a), is amended to read "find";
2. Section 3.02 of the Asset Purchase Agreement is amended as follows:
(a) the word "and" at the end of clause (i) is deleted;
(b) the period at the end of clause (j) is deleted and "; and" is
inserted at the end of clause (j); and
(c) the following new clause (k) is added at the end of Section
3.02 of the Asset Purchase Agreement:
"(k) any liability or obligation of Seller or E&J arising
from any representation or warranty of Seller or E&J concerning
compliance of products sold by Seller or E&J prior to the Closing
Date with industry requirements or standards (including
Underwriters' Laboratories requirements or standards)."
3. The Closing Date specified in Section 4.01 of the Asset Purchase
Agreement is extended to April 4, 1995 and the date "February 15, 1995" in
Section 12.01(a)(ii) of the Asset Purchase Agreement is amended to read
"April 4, 1995";
4. Notwithstanding the provisions of Section 5.03 of the Asset Purchase
Agreement, the Estimated Current Asset Purchase Price has been calculated
as set forth on Attachment A hereto;
5. Notwithstanding the provisions of Section 9.03 of the Asset Purchase
Agreement, Pro-ration Items shall be set forth and adjusted as part of the
Final Statement.
6. Section 9.05 is amended to read as follows:
"9.05 Remediation by Seller of Environmental Matters.
Seller shall take the actions specified in the Remediation
Agreement (as hereinafter defined) within one hundred eighty (180)
days of the Closing Date."
7. The reference to "Exhibit K" in Section 10.22 of the Asset Purchase
Agreement is amended to read "Exhibit J"; and
8. The forms of each of the Exhibits to the Asset Purchase Agreement
shall be the forms of each of said documents delivered at the Closing of
even date herewith.
Except as amended hereby, the Asset Purchase Agreement, and all of its
terms and conditions, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Asset Purchase Agreement on the day and year written above.
HEALTHTECH PRODUCTS, INC.
By: (WILLIAM E. COOPER)
Name: William E. Cooper
Title: President
SMITH & DAVIS MANUFACTURING COMPANY
By: (TIMOTHY W. EVANS)
Name: Timothy W. Evans
Title: Vice President and CFO
EVEREST & JENNINGS INTERNATIONAL, LTD.
By: (TIMOTHY W. EVANS)
Name: Timothy W. Evans
Title: Vice President and CFO
Attachment A to Amendment to Asset Purchase Agreement
ESTIMATED CLOSING PURCHASE PRICE
Inventory (1/28/95) $5,258,196
Inventory Reserve (750,000)
---------
4,508,196
Demo Inventory 125,100
Prepaid Inventory -- estimate 10,000
Bid Deposits 50,123
Contract Buyouts 163,902
Employee Advances 2,748
Other Deposits -- estimate 7,000
---------
233,773
Receivables 2,377,445
Accounts Payable (1,969,518)
Accrued Vacation (266,864)
Accrued Rep Commissions - estimate (170,000)
Accrued Property Tax (20,000)
Accrued Prorate Items --
---------
(456,864)
Warranty Reserve (750,000)
---------
Net Current Asset Purchase Price $4,068,132