AMENDMENT NO. 2 TO
STOCK PURCHASE AGREEMENT
This Amendment No. 2 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 6 OF AMENDMENT NO. 1. Section 6 of
Amendment No. 1 to the Agreement is hereby amended to read in its entirety as
follows:
"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, as the same is adjusted pursuant to Section 2.03(b),
or (ii) Trans Mart's cash balance as of the Closing Date (as deter-
mined in accordance with GAAP) minus $10,000."
2. AMENDMENT OF SECTION 7.07. Section 7.07 of the Agreement is
hereby amended by changing all references to "TransShop Management System,
Inc." to "TranShop Management System, Inc."
3. RATIFICATION. Except as provided above, all the terms of the
Agreement are hereby ratified and confirmed.
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
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Xxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
TRANS MART, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
TM-AL ACQUISITION, INC.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxxx
Vice President
AFTERMARKET TECHNOLOGY CORP.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxxx
Vice President
