**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 “PurchaseAgreement”); 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 agreementsherein contained and other good and valuable consideration, the receipt, adequacy and sufficiencyof which are hereby acknowledged, the parties hereto hereby agree as follows (all capitalized termsused 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 followingdefinitions:     “Allison Indy” means the entity identified by the Sellers for accounting purposesthrough the use of organizational code number “00139” in accordance with the past accountingpractices of the Sellers, consistently applied.     “Special Excluded Accounts Receivable” means all accounts and notes receivable andother 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 otherconduct of the Business (including the reserve accounts corresponding to such excluded accounts andnotes receivable) and (ii) contained in the eTBR accounts set forth on Schedule 1.1J, thecontents of such eTBR accounts to be determined consistent with the application of the pastaccounting practices of the Sellers, consistently applied.          (c) Section 2.2(b)(ii) of the Purchase Agreement is hereby amended and restated in itsentirety to read as follows:“(ii) (A) any accounts and notes receivable contributed to GMTR pursuant to theReceivables 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 anySeller from any other Seller or any of its Subsidiaries other than those arisingfrom the sale of Automatic Transmissions to the Sellers by the Business (providedthat 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 shallbe Excluded Assets), (C) any accounts and notes receivable and other such claims formoney due to any of GM’s China Entities or GM Brazil from any third party or anyother Seller arising from the rendering of services or the sale of goods ormaterials 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 andrestated in its entirety to read as follows:“On or prior to October 5, 2007 (such period to be extended by one (1) Business Dayfor each day that the Buyer fails to respond in full to any reasonable informationrequest from GM concerning any of the matters covered by the Preliminary Statement,Final Statement, Closing Date Debt or Closing Date Net Working Capital), GM shalldeliver to the Buyer a preliminary statement (the “Preliminary Statement”)of (i) the Closing Date Debt and (ii) the sum, without duplication, of (A) theaggregate amount of payments actually made by GM to the Buyer pursuant to **Section3.****2(b)** and (B) the Net Working Capital of the Business, determined as of the closeof business on the day immediately preceding the Closing Date and in accordance withthe Agreed Accounting Conventions and exclusive of the Apportioned Obligations (suchsum, the “Closing Date Net Working Capital”).”          (e) The Schedules of the Purchase Agreement are hereby amended to add a new Schedule1.1J, in the form attached hereto.     Section 2. Effectiveness of Amendment. Upon the execution and delivery hereof, thePurchase Agreement shall thereupon be deemed to be amended and/or restated as hereinabove set forthas fully and with the same effect as if the amendments and/or restatements made hereby wereoriginally set forth in the Purchase Agreement, and this Amendment and the Purchase Agreement shallhenceforth respectively be read, taken and construed as one and the same instrument, but suchamendments and/or restatements shall not operate so as to render invalid or improper any actionheretofore taken under the Purchase Agreement.     Section 3. General Provisions.           (a) Miscellaneous. This Amendment may be executed in one or more counterparts, all ofwhich shall be considered one and the same agreement and shall become effective when one or morecounterparts have been signed by each of the parties hereto and delivered to the other partieshereto. This Amendment may be executed by facsimile signature. The terms of Article XI of thePurchase Agreement shall apply to this Amendment, as applicable.          (b) Purchase Agreement in Effect. Except as specifically provided for in thisAmendment, the Purchase Agreement shall remain unmodified and in full force and effect.[Remainder of page intentionally left blank.]
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     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as ofthe 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 andPresident  
 

 
**Schedule 1.1J****SPECIAL EXCLUDED ACCOUNTS RECEIVABLE****Allison Transmission — Indianapolis Plants(Org Code # 00139)**