exv10w2



 





EXHIBIT 10.2




Execution Copy




SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT




          This SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT, dated as of October 1, 2007 (this
“Amendment”), is made by and between GENERAL MOTORS CORPORATION, a Delaware corporation,
and ALLISON TRANSMISSION, INC., f/k/a Clutch Operating Company, Inc., a Delaware corporation.




W I T N E S S E T H:




          WHEREAS, the parties hereto are parties to an Asset Purchase Agreement, dated as of June 28,
2007, which the parties subsequently amended on August 7, 2007 (as so amended, the “Purchase
Agreement”); and




          WHEREAS, the parties hereto again desire to amend the Purchase Agreement, as set forth herein.




          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows (all capitalized terms
used but not defined herein shall have the meanings specified in the Purchase Agreement):




     Section 1. Amendments to the Purchase Agreement.



          (a) Section 1.1 of the Purchase Agreement is hereby amended to add or restate the following
definitions:




     “Allison Indy” means the entity identified by the Sellers for accounting purposes
through the use of organizational code number “00139” in accordance with the past accounting
practices of the Sellers, consistently applied.



     “Special Excluded Accounts Receivable” means all accounts and notes receivable and
other such claims for money that are (i) due to Allison Indy from any third party, or any Seller,
arising from the rendering of services or the sale of goods or materials by the Business or other
conduct of the Business (including the reserve accounts corresponding to such excluded accounts and
notes receivable) and (ii) contained in the eTBR accounts set forth on Schedule 1.1J, the
contents of such eTBR accounts to be determined consistent with the application of the past
accounting practices of the Sellers, consistently applied.



          (c) Section 2.2(b)(ii) of the Purchase Agreement is hereby amended and restated in its
entirety to read as follows:





“(ii) (A) any accounts and notes receivable contributed to GMTR pursuant to the
Receivables Agreement and any related rights to payment therefor due to any Seller,
(B) any accounts and notes receivable and other such claims for money due to any
Seller from any other Seller or any of its Subsidiaries other than those arising
from the sale of Automatic Transmissions to the Sellers by the Business (provided
that any accounts and notes receivable and other such claims for money



 









 






due arising from sales to GM’s China Entities or GM Brazil by any other Seller shall
be Excluded Assets), (C) any accounts and notes receivable and other such claims for
money due to any of GM’s China Entities or GM Brazil from any third party or any
other Seller arising from the rendering of services or the sale of goods or
materials by the Business or other conduct of the Business prior to the Closing and
(D) the Special Excluded Accounts Receivable;”



          (d) The first sentence of Section 3.3(a) of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:





“On or prior to October 5, 2007 (such period to be extended by one (1) Business Day
for each day that the Buyer fails to respond in full to any reasonable information
request from GM concerning any of the matters covered by the Preliminary Statement,
Final Statement, Closing Date Debt or Closing Date Net Working Capital), GM shall
deliver to the Buyer a preliminary statement (the “Preliminary Statement”)
of (i) the Closing Date Debt and (ii) the sum, without duplication, of (A) the
aggregate amount of payments actually made by GM to the Buyer pursuant to Section
3.2(b) and (B) the Net Working Capital of the Business, determined as of the close
of business on the day immediately preceding the Closing Date and in accordance with
the Agreed Accounting Conventions and exclusive of the Apportioned Obligations (such
sum, the “Closing Date Net Working Capital”).”



          (e) The Schedules of the Purchase Agreement are hereby amended to add a new Schedule
1.1J, in the form attached hereto.




     Section 2. Effectiveness of Amendment. Upon the execution and delivery hereof, the
Purchase Agreement shall thereupon be deemed to be amended and/or restated as hereinabove set forth
as fully and with the same effect as if the amendments and/or restatements made hereby were
originally set forth in the Purchase Agreement, and this Amendment and the Purchase Agreement shall
henceforth respectively be read, taken and construed as one and the same instrument, but such
amendments and/or restatements shall not operate so as to render invalid or improper any action
heretofore taken under the Purchase Agreement.



     Section 3. General Provisions. 



          (a) Miscellaneous. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties hereto and delivered to the other parties
hereto. This Amendment may be executed by facsimile signature. The terms of Article XI of the
Purchase Agreement shall apply to this Amendment, as applicable.




          (b) Purchase Agreement in Effect. Except as specifically provided for in this
Amendment, the Purchase Agreement shall remain unmodified and in full force and effect.




[Remainder of page intentionally left blank.]




2









 





     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of
the date first written above.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Walter G. Borst	 	 
	 

	 	 	 	Title: Treasurer	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	ALLISON TRANSMISSION, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Lawrence E. Dewey	 	 
	 

	 	 	 	Title: Chief Executive Officer and
President	 	 






 









 






Schedule 1.1J




SPECIAL EXCLUDED ACCOUNTS RECEIVABLE




Allison Transmission — Indianapolis Plants(Org Code # 00139)

8/06/07 ETBR Trial Balance




	 	 	 	 	 	 	 
	ETBR A/C #
	 	 
	 	 	 
	G/L

	 	Subaccount
	 	 
	A/C#

	 	#
	 	 
	 
	Accounts Receivable — Third Party/Outside
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	1510

	 	 	00000	 	 	Notes rec outside-other
	1810

	 	 	00000	 	 	ACCTS REC — FINISHED PRODUCT — DRAFT
	1845

	 	 	00000	 	 	ACCTS REC — ADV TO EMPLOYES ON EXP ACCTS
	1870

	 	 	00000	 	 	ACCTS REC- U.S. GOVT- OTHER TRADE
	1880

	 	 	00000	 	 	ACCTS REC — SUNDRY RECEIVABLES
	1890

	 	 	00000	 	 	Accts rec outside
	1895

	 	 	00000	 	 	ACCTS REC — OUTSIDE PAYABLES W/DEBIT BAL
	2210

	 	 	00000	 	 	ACCRUED REC — OTHER — INTEREST
	2300

	 	 	12140	 	 	ALLOW FOR DOUBT ACCTS — WRITE-OFF
	2300

	 	 	12150	 	 	ALLOW FOR DOUBT ACCTS — ADJ TO OTHER ACC
	2300

	 	 	12120	 	 	ALLOW FOR DOUBT ACCTS — PROVISION
	2300

	 	 	12110	 	 	ALLOW FOR DOUBT ACCTS — OPENING BALANCE
	Accounts Receivable — Intracompany (Allison)
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	1601

	 	 	00701	 	 	GM DO BRASIL, LTDA
	1601

	 	 	005F1	 	 	ALLISON TRANSMISSION EUROPE
	1601

	 	 	00496	 	 	GM WAREHOUSING & TRADING CO. LTD
	1601

	 	 	00414	 	 	GM ALLISON JAPAN LTD
	1601

	 	 	00139	 	 	A/R — ALLISON TRANSMISSION DIVISION .
	2001

	 	 	00139	 	 	ACCRUED REC — ALLISON TRANSMISSION
	Accounts Receivable — Intercompany (GM)
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	1601

	 	 	005J3	 	 	OPEL POWERTRAIN GMBH
	1601

	 	 	00935	 	 	ISUZU MOTORS LTD. (JAPAN)
	1601

	 	 	00119	 	 	A/R — SERVICE PARTS OPERATIONS
	1601

	 	 	00181	 	 	AR Manufacturing headquarters US
	1601

	 	 	00429	 	 	AR GMODC Singapore Intl Automotive
	1601

	 	 	00431	 	 	GMODC-SINGAPORE — NORTH AMERICAN RESPONSE
	1601

	 	 	00475	 	 	GM China Investment Co LTD
	1601

	 	 	00708	 	 	GM De Mexico, S. de R.L de C.V
	1601

	 	 	005F4	 	 	OPEL NETHERLANDS
	1601

	 	 	005J0	 	 	GM Powertrain Europe S.r.l. (Italy)
	1601

	 	 	00305	 	 	GM OF CANADA — NAO AUTOMOTIVE
	1601

	 	 	00183	 	 	U.S. MANUFACTURING OPERATIONS
	1601

	 	 	005J4	 	 	OPEL HUNGARY POWERTRAIN LTD
	1601

	 	 	00133	 	 	A/R — STAFF ACCOUNTING SERVICES
	2001

	 	 	005J7	 	 	GM EUROPE TREASURY COMPANY AB
	1401

	 	 	005J7	 	 	GM EUROPE TREASURY COMPANY AB
	Accounts Receivable — Other
	 	 	 	 	 	 
	4497

	 	 	00000	 	 	Outside Accounts Receivable with Credit Balances