ATX TECHNOLOGIES, INC. FIRST AMENDMENT TO RESTRUCTURING AGREEMENT

EXHIBIT 10.27

ATX TECHNOLOGIES, INC.

FIRST AMENDMENT TO RESTRUCTURING AGREEMENT

This FIRST AMENDMENT TO RESTRUCTURING AGREEMENT (the “Amendment”), is made and entered into as of June 15, 2004, and amends that certain Restructuring Agreement, dated as of April 24, 2004, (the “Xxxxxxxxx Restructuring Agreement”) by and among ATX Group, Inc., a Delaware corporation (“ATX Group”), ATX Technologies, Inc., a Texas corporation (“ATX”), Xxxxx X. Xxxxxxxxx M.D. (“Xxxxxxxxx”), and certain shareholders of ATX (the “Xxxxxxxxx Shareholders”).

RECITALS:

WHEREAS, the Xxxxxxxxx Restructuring Agreement contemplates that each share of ATX Common Stock will be convertible into the right to receive at least 0.3, but no more than 0.5 shares of ATX Group Common Stock for each share of ATX Common Stock, subject to final determination by the Board of Directors, and such rate is defined in the Xxxxxxxxx Restructuring Agreement as the “Exchange Ratio”;

WHEREAS, ATX, ATX Group and the Xxxxxxxxx Shareholders desire to amend the definition of the Exchange Ratio to mean 0.278710150002407 shares of ATX Group Common Stock for each share of ATX Common Stock.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and in further consideration of the mutual covenants and agreements contained in the Xxxxxxxxx Restructuring Agreement, and intending to be legally bound, the parties hereto do hereby agree as follows:

1. The definition of the Exchange Ratio set forth in the fourth whereas clause of the Xxxxxxxxx Restructuring Agreement is hereby amended by deleting “at a rate of at least 0.3, but no more than 0.5 shares, of ATX Group Common Stock for each share of ATX Common (such number, as finally determined by the board of directors of ATX, the “Exchange Ratio”) and replacing that definition with “at a ratio of 0.278710150002407 shares of ATX Group Common Stock for each share of ATX Common Stock (the ‘Exchange Ratio’).”

2. Except to the extent expressly provided herein, the terms of the Xxxxxxxxx Restructuring Agreement remain in full force and effect.

3. This Amendment may be executed by facsimile signature and in any number of counterparts, each of which when so executed shall constitute an original hereof, but all of which together shall constitute one amendment.

[signature page follows]

AMENDMENT TO RESTRUCTURING AGREEMENT - Page 1

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.

ATX GROUP:
ATX GROUP, INC.
By:		/s/ Xxxxxx X. Xxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxx
Title:		President and CEO

ATX:
ATX TECHNOLOGIES, INC.
By:		/s/ Xxxxxx X. Xxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxx
Title:		President and CEO

XXXXXXXXX:
/s/ Xxxxx X. Xxxxxxxxx, M.D.
Xxxxx X. Xxxxxxxxx, M.D.
Address:		C/o Mission City Management 0000 Xxxxxxxxx Xx., Xx. 000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxx
Facsimile:		(000) 000-0000

AMENDMENT TO RESTRUCTURING AGREEMENT - S - 1

XXXXXXXXX SHAREHOLDERS: 1987 XXXXXXXXX X. XXXXXXXXX TRUST 1987 XXXXXXX X. XXXXXXXXX TRUST 1987 XXXXXXX X. XXXXXXXXX TRUST 1996 XXXXXXXXX X. XXXXXXXXX TRUST 1996 XXXX XXXX XXXXXXX TRUST 1996 XXXXX X. XXXXXXXXX TRUST 1996 XXXXXXX X. XXXXXXXXX TRUST 1996 XXXXXXX X. XXXXXXXXX TRUST
By:		/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx Trustee
Address:		c/o Mission City Management 0000 Xxxxxxxxx Xx., Xx. 000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxx
Facsimile:		(000) 000-0000

J&E INVESTMENTS
By:		/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx General Partner
Address:		c/o Mission City Management 0000 Xxxxxxxxx Xx., Xx. 000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxx
Facsimile:		(000) 000-0000

AMENDMENT TO RESTRUCTURING AGREEMENT - S - 2