AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
This Amendment No. 1 to Stock Purchase Agreement (this "Amendment") is
entered into as of August 15, 1997 by and among Xxxx X. Xxxxxx, an individual,
Xxxxx X. Xxxxxxxxx, an individual, Trans Mart, Inc., an Alabama corporation,
TM-AL Acquisition, Inc., a Delaware corporation, and Aftermarket Technology
Corp., a Delaware corporation.
WHEREAS, the parties hereto are parties to that certain Stock Purchase
Agreement dated as of July 21, 1997 (the "Agreement") and the parties desire to
make certain changes to the Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth below, the parties hereto agree as follows.
1. AMENDMENT OF SECTION 2.02(b). Section 2.02(b) of the Agreement
is hereby amended by deleting "$22,000,000" and inserting "$21,995,000" in its
place.
2. AMENDMENT OF SECTION 7.07. Section 7.07 of the Agreement is
hereby amended to read in its entirety as follows:
"7.07 TRANSSHOP MANAGEMENT SYSTEM, INC. At the Closing,
Shareholders shall sell all the issued and outstanding capital stock of
TransShop Management System, Inc. ("TransShop") to Buyer pursuant to a purchase
and royalty agreement to be entered into between the parties providing for (i) a
purchase price of $____ for all the issued and outstanding capital stock,
(ii) royalty payments by ATC to Shareholders for a period of time after the
Closing based on distribution of the software package currently being developed
by TransShop and (iii) such other terms as the parties may agree."
3. ADDITION OF SECTION 8.01(n). Section 8.01(n) is added to the
Agreement to read in its entirety as follows:
"(n) Shareholders shall have executed and delivered to Buyer
the purchase and royalty agreement called for by Section 7.07 together with
the certificates evidencing all of the issued and outstanding capital stock
of TransShop and duly endorsed stock powers."
4. AMENDMENT OF SECTION 8.02(h). Section 8.02(h) of the Agreement is
hereby amended to read in its entirety as follows:
"(h) ATC shall have executed and delivered to Shareholders the
purchase and royalty agreement called for by Section 7.07 and paid the purchase
price called for thereby."
5. GROSS-UP PAYMENTS. The parties agree that the purchase price
allocation that gives rise to the determination of the Gross-Up Amount will be
conducted after the Closing and therefore, the Gross-Up Amount to be paid at
Closing will equal zero and will be adjusted and paid after the Closing pursuant
to Section 2.04.
6. U.P.S. C.O.D. PAYMENTS. If the cash payments to be made at
Closing are reduced because the Indebtedness as of the Closing Date exceeds
$5,000,000, promptly after the Closing Buyer shall pay to each Shareholder an
amount equal to 50.0% of the lesser of (i) the amount of the reduction in the
Closing payments or (ii) the amount of cash received by Trans Mart on the
Closing Date from United Parcel Service as payment of C.O.D. collections made by
United Parcel Service.
7. RATIFICATION OF OTHER TERMS. Except as provided above, all the
terms of the Agreement are hereby ratified and confirmed.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
SHAREHOLDERS:
/s/ XXXX X. XXXXXX
---------------------------
Xxxx X. Xxxxxx
/s/ XXXXX X. XXXXXXXXX
---------------------------
Xxxxx X. Xxxxxxxxx
TRANS MART, INC.
By: /s/ XXXX X. XXXXXX
---------------------------
Xxxx X. Xxxxxx
President
TM-AL ACQUISITION, INC.
By:/s/ XXXXXXX X. XXXXXXX
---------------------------
Xxxxxxx X. Xxxxxxx
President and
Chief Executive Officer
AFTERMARKET TECHNOLOGY CORP.
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------
Xxxxxxx X. Xxxxxxx
President and
Chief Executive Officer
