**EXHIBIT 10.1****EXECUTION VERSION****FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT**          This FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT, dated as of August 7, 2007 (this“Amendment”), is made by and between GENERAL MOTORS CORPORATION, a Delaware corporation,and 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 (the “Purchase Agreement”); and          WHEREAS, the parties hereto 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:“Brazil Assets” means those Purchased Assets held physically in, possessedby the Sellers organized in, or otherwise related to the operations of the Businessin, Brazil.“Brazil Phase 3” means the time at which Buyer Brazil has been organized andhas obtained all licenses, permits and certificates of authority or orders issued byany Governmental Entity necessary to conduct the Business in Brazil in substantiallythe same manner as such Business was conducted immediately prior to the Closing,which time shall be determined by written notice provided by the Buyer to GM (itbeing understood that such events shall be conclusively deemed to have occurred uponsuch written notice).“Buyer Brazil” means the newly formed subsidiary of the Buyer to beorganized under the Laws of Brazil for the purpose of, among other things, acquiringthe Brazil Assets.“China Deferred Purchase Price Amount” means an amount equal to Two MillionThree Hundred Ninety Thousand Three Hundred Fifteen Dollars ($2,390,315).“China Phase 3” means the time at which the WOFE has been organized and hasobtained all licenses, permits and certificates of authority or orders issued by anyGovernmental Entity necessary to conduct the Business in China in substantially
1

 
the same manner as such Business was conducted immediately prior to the Closing,which time shall be determined by written notice provided by the Buyer to GM (itbeing understood that such events shall be conclusively deemed to have occurred uponsuch written notice).“China Post-Closing Fixed Assets” means those tangible Purchased Assets heldphysically in, possessed by the Sellers organized in, or otherwise related to theoperations of the Business in, China, other than those such Purchased Assets thatare raw materials, work in process and finished good inventories.“GM Brazil” means General Motors do Brasil Ltda.“GM’s China Entities” means, collectively, General Motors (China) InvestmentCompany Limited, General Motors Warehousing and Trading (Shanghai) Co., Ltd. andGeneral Motors China, Inc.“India Stock” means all of the outstanding capital stock of AllisonTransmission India Private Limited.“Shanghai Lease Assignment” has the meaning set forth in **Section 7.2(g)**.“Shanghai New Lease” has the meaning set forth in **Section 7.2(g)**.“Sublease Agreement” has the meaning set forth in **Section 7.19**.“WOFE” means the newly formed subsidiary of the Buyer to be organized underthe Laws of China in the Wai Gao Qiao Free Trade Zone in Shanghai for the purposeof, among other things, acquiring the China Post-Closing Fixed Assets.          (b) Section 2.1 of the Purchase Agreement is hereby amended and restated in its entirety toread as follows:     “*Section 2.1 Purchase of Assets and Assumption of Liabilities*.          (a) On the terms and subject to the conditions set forth in this Agreement, atthe Closing:               (i) the Buyer shall purchase from the Sellers, and the Sellers shall, and GMshall cause the other Sellers to, sell, transfer, assign, convey and deliver to theBuyer, the Purchased Assets (other than the China Post-Closing Fixed Assets and theBrazil Assets, which the Sellers shall not transfer or convey to any party otherthan the Buyer or its designee, except in a manner consistent with Schedule A of theTransition Services Agreement), free and clear of all Liens (other than PermittedLiens), and the Transferred Stock (other than the India Stock), free and clear ofall Liens; and               (ii) the Buyer shall assume and agree to pay, discharge and perform when dueall of the Assumed Liabilities.
2

 
          (b) On the terms and subject to the conditions set forth in this Agreement,promptly upon the occurrence of China Phase 3, the WOFE shall purchase from theSellers, and the Sellers shall, and GM shall cause the other Sellers to, sell,transfer, assign, convey and deliver to the WOFE, the China Post-Closing FixedAssets, free and clear of all Liens (other than Permitted Liens).          (c) On the terms and subject to the conditions set forth in this Agreement,promptly upon the occurrence of Brazil Phase 3, Buyer Brazil shall purchase from theSellers, and the Sellers shall, and GM shall cause the other Sellers to, sell,transfer, assign, convey and deliver to Buyer Brazil, the Brazil Assets, free andclear of all Liens (other than Permitted Liens).          (d) As soon as practicable following the Closing, the Buyer shall purchase, andGM shall cause the sale, transfer, assignment, conveyance and delivery to the Buyerof, the India Stock, free and clear of all Liens.”          (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 arisingfrom sales to any of GM’s China Entities or GM Brazil by any other Seller shall beExcluded Assets) and (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;”          (d) Section 2.3(b) of the Purchase Agreement is hereby amended to change the “.” at the end ofclause (x) into a “;” and to add the following clauses (xi) and (xii):“(xi) any liabilities or obligations of Allison Transmission India Private Limitedincurred prior to the time the India Stock is transferred to the Buyer; and(xii) any accounts payable and other current liabilities to the extent (A) payableby any of GM’s China Entities or GM Brazil arising from the receipt of services orthe purchase of goods or materials by the Business or other conduct of the Businessprior to the Closing and (B) of the amount that, but for this **Section 2.****3(b)(xii)**,would have been required to be accrued on a balance sheet of the Business preparedin accordance with the Agreed Accounting Conventions as of the close of business onthe day immediately preceding the Closing Date.”          (e) Section 3.2 of the Purchase Agreement is hereby amended and restated in its entirety toread as follows:
3

 
     “Section 3.2 Closing Payment.“(a) On the terms and subject to the conditions set forth in this Agreement, at theClosing, the Buyer shall pay to GM an aggregate amount (such amount, the“Closing Payment”) equal to (i) Five Billion Five Hundred Seventy-FiveMillion Dollars ($5,575,000,000) less (ii) the Estimated Closing Date Debtless (iii) the China Deferred Purchase Price Amount, in cash by wiretransfer of immediately available funds to the account or accounts designated inwriting by GM. The sum of the Closing Payment plus the China DeferredPurchase Price Amount plus the aggregate amount of the Assumed Liabilities,as such sum may be adjusted in accordance with **Sections 3.****2(b)****, 3.3**and **9.6**, isreferred to herein as the “Purchase Price”. Upon the occurrence of ChinaPhase 3 and contemporaneously with the transfer of the China Post-Closing FixedAssets to the Buyer as contemplated by **Section 2.1(b)**, and in no event later thanMarch 31, 2008, the WOFE shall, and the Buyer shall cause the WOFE to, pay anaggregate amount equal to the China Deferred Purchase Price Amount to GM’s ChinaEntities, which payment shall be (x) allocated among such entities based on theAllocation pursuant to **Section 3.4**and (y) made in cash by wire transfer ofimmediately available funds to the accounts designated in writing by GM, as purchaseprice for the China Post-Closing Fixed Assets.(b) On each of August 14, 2007, August 21, 2007, August 28, 2007 and September 4,2007, GM shall pay to the Buyer Fifty Million Dollars ($50,000,000), in cash by wiretransfer of immediately available funds to the account or accounts designated inwriting by the Buyer. Any payment pursuant to this **Section 3.****2(b)** will be treatedby the Parties as an adjustment to the Purchase Price.”          (f) The first sentence of Section 3.3(a) of the Purchase Agreement is hereby amended andrestated in its entirety to read as follows:“Within 35 days after the Closing Date, GM shall deliver to the Buyer a preliminarystatement (the “Preliminary Statement”) of (i) the Closing Date Debt and(ii) the sum, without duplication, of (A) the aggregate amount of payments actuallymade by GM to the Buyer pursuant to **Section 3.****2(b)** and (B) the Net Working Capitalof the Business, determined as of the close of business on the day immediatelypreceding the Closing Date and in accordance with the Agreed Accounting Conventionsand exclusive of the Apportioned Obligations (such sum, the “Closing Date NetWorking Capital”).”          (g) The first sentence of Section 3.3(b) of the Purchase Agreement is hereby amended andrestated in its entirety to read as follows:“The Buyer shall have 35 days to review the Preliminary Statement from the date ofits receipt thereof (the “Review Period”).”          (h) Clause (y) of the last paragraph of Section 6.3 of the Purchase Agreement is herebydeleted.
4

 
          (i) Section 7.2(g) of the Purchase Agreement is hereby amended to add the following as the newlast sentence thereof:“Notwithstanding the foregoing or anything else in this Agreement to the contrary,(i) the Sellers shall use their reasonable best efforts to obtain the consent ofShanghai Industrial Wai Lian Fa International Logistics Co., Ltd. to either (A) theassignment (the “Shanghai Lease Assignment”) of the Plant, Warehouse LeaseContract (Contract No. 2920), with supplementary agreement, dated January 1, 2006,with General Motors Warehouse Trade (Shanghai) Company Limited to the WOFE or (B)the execution of a new lease (the “Shanghai New Lease”) with the WOFE thatreplaces such Plant, Warehouse Lease Contract and (ii) the Buyer shall (A) executethe Shanghai Lease Assignment or the Shanghai New Lease, as applicable, insubstantially the form requested by Shanghai Industrial Wai Lian Fa InternationalLogistics Co., Ltd. and (B) reasonably cooperate with the Sellers to consummate thetransactions contemplated by the Shanghai Lease Assignment or the Shanghai NewLease, as applicable.”          (j) Section 7.6(f) of the Purchase Agreement is hereby amended and restated in its entirety toread as follows:“(f) Notwithstanding anything else contained herein, GM and the Buyer each shall beresponsible for one-half of all amounts that are required to be paid in respect ofany transfer, sales, use, recording, value-added or similar Taxes (including anyregistration and/or stamp Taxes, levies and duties and any interest related to thelate payment of any such Transfer Taxes) (“Transfer Taxes”) that may beimposed by reason of the sale, assignment, transfer and delivery of the PurchasedAssets. The party legally responsible for filing any Transfer Tax Returns and payingany Transfer Taxes shall file such Transfer Tax Returns (including any amendedTransfer Tax Returns (e.g., to reflect a revision in the value of any propertytransferred)) and pay such Transfer Taxes to the relevant Governmental Entity. Theother party shall pay its one-half portion of the Transfer Taxes to the paying partyno later than the due date for the payment of such Transfer Taxes to theGovernmental Entity (whether in connection with an initial Transfer Tax Return orany amended Transfer Tax Return). If any Transfer Tax is legally refundable, thenthe party eligible to claim the refund shall use commercially reasonable efforts toobtain such refund. In the event any such refund is obtained, the party receivingthe refund shall promptly reimburse, within ten (10) days of receipt thereof, theother party for one-half of the refund amount received, minus one-half of anyexpense of obtaining the refund. In the event of the imposition of any penalties orinterest with respect to Transfer Taxes due, the party responsible for causing theincurrence of such expense shall be responsible for the payment thereof.”          (k) Section 7.7(b) of the Purchase Agreement is hereby amended and restated in its entirety toread as follows:“(b) Subject to **Section 7.7(n)**, the Buyer agrees that the Allison Indy TransmissionFacilities shall be subject to the following deed restrictions on use:
5

 
     (i) the Buyer shall prohibit all uses of the Allison Indy TransmissionFacilities that are not compatible with the land use restrictions placed on theproperty in accordance with the Corrective Action with the consent of the Buyer (notto be unreasonably withheld, conditioned or delayed), otherwise subject to this**Section 7.7**;     (ii) the Buyer shall manage, at its own cost, all soils, media and/or debristhat are excavated or disturbed on the Allison Indy Transmission Facilities by theBuyer in accordance with all applicable state and federal Environmental Laws;     (iii) the Buyer shall prohibit any use or construction of wells or otherdevices to extract groundwater for any domestic potable uses. For purposes of this**Section 7.****7(b)(iii)**, the term “domestic potable uses” shall include water userelated to drinking, showering, cooking or cleaning.     (iv) dewatering wells or other devices for maintenance or construction purposesare permitted, provided the dewatering, including management and disposal of thegroundwater, is conducted in accordance with all applicable local, state, andfederal Environmental Laws and does not result in a material violation ofEnvironmental Laws (it being understood that the Buyer will use commerciallyreasonable efforts to perform construction and maintenance projects withoutconstructing wells or other devices to extract groundwater and, to the extentconstruction of wells and similar devices is necessary in connection with any suchconstruction or maintenance activity (notwithstanding the Buyer’s exercise of suchefforts), the Buyer will cooperate with GM to complete the construction of suchwells and similar devices in a manner consistent with the Corrective Action);     (v) the Buyer shall use commercially reasonable efforts not to unreasonablyinterfere with the operation of any technology, treatment or other activitiesengaged in by GM or its Affiliates in accordance with their obligations under theCorrective Action;     (vi) if the Buyer contemplates actions which will materially interfere with theoperation of any technology, treatment or other activities engaged in by GM or itsAffiliates in accordance with their obligations under the Corrective Action, theBuyer shall provide prior notice to GM of its intent to take such action; and     (vii) if the Buyer intends to transfer any interest in the Allison IndyTransmission Facilities, the Buyer shall provide notice thereof to the U.S. EPARegion 5 and the Indiana Department of Environmental Management (“IDEM”) atleast twenty-one (21) days prior to consummating any such transfer. The Buyer shallnot transfer any interest in the Allison Indy Transmission Facilities unless thetransferee agrees in writing to comply with the terms and conditions of this **Section7.7**that are applicable to the Buyer and GM is provided the right thereunder toenforce such written agreement against such transferee.”
6

 
          (l) Section 7.7 of the Purchase Agreement is hereby amended to add the following as Section7.7(n):“(n) Notwithstanding any provision to the contrary in this Agreement, the Buyershall be permitted to use, and have the use of, groundwater at the Allison IndyTransmission Facilities in a manner consistent with current uses of groundwater, andat volumes sufficient to meet the Buyer’s water supply requirements for operationsand other current uses of such groundwater, and no land use restrictions shallprohibit such use. GM and the Buyer will cooperate to develop a plan to minimizereliance on groundwater for operational purposes. If GM and the Buyer mutuallyagree to implement any such plan, GM will pay the cost of installation of necessaryinfrastructure, as well as any necessary service, design and permitting feesassociated with the installation and implementation of such new water supply system(including any necessary infrastructure). After substantially completeimplementation of such new water supply system, the Buyer will pay water utilitybills and ongoing operation and maintenance of any such system. The CorrectiveAction shall not conflict or interfere with the Buyer’s use of groundwater at theAllison Indy Transmission Facilities as set forth in this **Section 7.7(n)**.          (m) Section 7.11(a) of the Purchase Agreement is hereby amended to add the following as thenew penultimate sentence thereof:“Notwithstanding the foregoing or anything else in this Agreement to the contrary,the Sellers shall use their best efforts after the Closing Date to obtain a novationof Lease Agreement W56HZV-07-L-0002 re Government Property, dated May 1, 2007, byand between GM and the United States Government — Department of the Army recognizingthe Buyer as the successor-in-interest to GM in respect of such agreement.”          (n) Section 7.18(b) of the Purchase Agreement is hereby amended to add the following as thenew last sentence thereof:“From and after the date when the aggregate DPIM Coverage Costs incurred by theBuyer during the Coverage Period exceed $12,000,000, and no more frequently thanonce per calendar year thereafter, the Buyer shall provide GM and itsrepresentatives reasonable access during regular business hours to its relevantpersonnel and its books and records as GM reasonably requests to the extent relatingto such DPIM Coverage Costs or otherwise necessary for GM to audit the DPIM CoverageCosts that correspond with the Covered Claims set forth on the Claim Header SummaryReports for which GM has reimbursed the Buyer.”          (o) Article VII of the Purchase Agreement is hereby amended to add a new Section 7.19 to readas follows:“*Section 7.19 Foreign Workaround Activities*. The Buyer shall use its reasonable bestefforts to, as soon as practicable after the Closing, but in no event later thanMarch 31, 2008, effectuate and cause to occur each of Brazil Phase 3
7

 
and China Phase 3, in each case, at the Buyer’s sole cost and expense. The Buyerand GM shall cause their respective Subsidiaries to enter into a contract agreementon GMODC leasing of premises in substantially the form attached hereto asExhibit K (the “Sublease Agreement”) as soon as reasonablypracticable following the receipt of Jurong Town Corporation’s written consent tosuch Sublease Agreement.”          (p) Section 8.2(d)(xviii) of the Purchase Agreement is hereby amended and restated in itsentirety to read as follows:“(xviii) duly executed counterparts of such instruments of sale, transfer,assignment and assumption as are necessary to convey to the Buyer or its permittedassignees certain Purchased Assets held in, held by the Sellers organized in, orotherwise related to the operations of the Business in, jurisdictions outside of theUnited States (the “Foreign Jurisdiction Transfer Documents”), in a formreasonably satisfactory to the Buyer (provided that in no event shall any ForeignJurisdiction Transfer Documents expand or limit any rights or obligations of theBuyer, the Sellers or their respective Affiliates hereunder and provided furtherthat, notwithstanding the foregoing, the Foreign Jurisdiction Transfer Documents for(x) the China Post-Closing Fixed Assets shall be delivered upon the occurrence ofChina Phase 3 and (y) the Brazil Assets shall be delivered upon the occurrence ofBrazil Phase 3);”          (q) Section 8.2(d)(xiv) of the Purchase Agreement is hereby amended and restated in itsentirety to read as follows:“(xiv) [Intentionally Omitted.]”          (r) Section 8.2(d)(xix) of the Purchase Agreement is hereby amended and restated in itsentirety to read as follows:“(xix) stock certificates (or the local legal equivalent) evidencing the TransferredStock (other than the India Stock, which shall be transferred to the Buyer as soonas practicable following the Closing), duly endorsed in blank or accompanied bystock powers duly endorsed in blank, in proper form for transfer, including anyrequired stamps affixed thereto; and”          (s) Section 8.3(d)(xiv) of the Purchase Agreement is hereby amended and restated in itsentirety to read as follows:“(xiv) [Intentionally Omitted.]”          (t) Section 8.3(d) of the Purchase Agreement is hereby amended to add a new clause (xviii) toread as follows:“(xviii) duly executed counterparts of the Foreign Jurisdiction Transfer Documents;provided that, notwithstanding the foregoing, the Foreign Jurisdiction TransferDocuments for (x) the China Post-Closing Fixed Assets shall be
8

 
delivered upon the occurrence of China Phase 3 and (y) the Brazil Assets shall bedelivered upon the occurrence of Brazil Phase 3; and”          (u) Schedule 1.1C of the Purchase Agreement is hereby amended and restated in its entirety toread as set forth on Schedule 1.1C attached hereto.          (v) Schedule 1.1D of the Purchase Agreement is hereby amended to delete Items 10 and 11thereon.          (w) The second parenthetical in the first sentence of Schedule 1.1E of the Purchase Agreement(*i.e.*, the parenthetical following the term “Other Current Assets”) is hereby amended and restatedin its entirety to read as follows:“) (other than any cash and cash equivalents of the Transferred Subsidiaries thatare not expressly included in clauses (i) and (ii) of the definition of “OtherCurrent Assets)”          (x) Schedule 1.1E of the Purchase Agreement is hereby amended so that the definitions of theterms “Available Foreign Cash” and “Other Current Assets” read as follows:““Available Foreign Cash” means, without duplication, (i) cash and cashequivalents of the Transferred Subsidiaries that may be distributed to the Buyer onthe Closing Date without violation of law or the imposition of Tax or any adverseTax consequence on the Buyer or any Transferred Subsidiary (other than any Tax paidor reimbursed by GM prior to the expiration of the Review Period, which the Partiesshall treat as an adjustment to the Purchase Price), and (ii) up to $2,000,000 ofcash or cash equivalents held by the Transferred Subsidiaries (whether held assecurity, in the form of deposits, or otherwise) in the aggregate that does notcomply with the requirements of clause (i) of this definition.”“Other Current Assets” means, without duplication, (i) Available ForeignCash, (ii) all cash and cash equivalents (A) of the Transferred Subsidiaries or (B)that are otherwise transferred to the Buyer as Purchased Assets at Closing, in eachcase that do not constitute Available Foreign Cash and that (x) serve as security orother similar deposits in respect of obligations that do not constitute Indebtednessand that are primarily related to the Business or (y) secure obligations underGuarantees that do not constitute Indebtedness and that are primarily related to theBusiness, in each case only to the extent described in a certificate delivered by anauthorized representative of GM to the Buyer at least two (2) calendar days prior tothe Closing, and (iii) all other current assets (other than cash and cashequivalents of the Transferred Subsidiaries, including any such Available ForeignCash) included in the Working Capital Items (determined in accordance with theAgreed Accounting Conventions), subject to the Other Current Assets Adjustments setforth below, including the amounts in each of the following eTBR accounts:                    NA:  2690     Europe:  2690, 2990     AGMA:  2601   
9

 
                    Brazil:  2600     Non-U.S.:  1051, 1070, 1090, 1271        Other Current Assets Adjustments:          • *Audit adjustments*- Audit adjustments booked by Allison as part of normalyear-end close process to be included.”          (y) Schedule 2.2(a)(iii) of the Purchase Agreement is hereby amended to add the following asnew Items 17 and 18:“17. Leases for sales offices located at (i) Taeseok Bldg., #275-7 Yangjae-dong,Seocho-gu, Seoul, South Korea, and (ii) 1054 Kalman Imre u. 1, Budapest, Hungary.”18. GME Intra Company Services Agreement, dated July 1, 2006, by and between GMPowertrain Europe S.r.l and Allison Transmission Europe B.V.”          (z) Schedule 2.2(a)(vii) of the Purchase Agreement is hereby amended to add the following newbullets point under Item 2: **§** Taeseok Bldg., #275-7 Yangjae-dong, Seocho-gu, Seoul, South Korea  **§** 1054 Kalman Imre u. 1, Budapest, Hungary”          (aa) Schedule 2.2(a)(xiii) of the Purchase Agreement is hereby amended and restated in itsentirety as set forth on Schedule 2.2(a)(xiii) attached hereto.          (bb) Schedule 2.2(b)(xxi) of the Purchase Agreement is hereby amended to (i) replace thereference to “Section 3.7” in Item 17 with a reference to “Section 3.6” and (ii) delete in itsentirety Item 4.          (cc) Schedule 2.2(b)(xxi) of the Purchase Agreement is hereby amended to add the following asa new Item 18:“18. The following Business assets (the book value of which does not exceed threehundred thousand dollars ($300,000) as of the Closing):   Asset ID DescriptionIJE602178000 Gear ShaperIJE602179000 Gear ShaperIJE602589000 Gear ShaperIJE602591000 Gear ShaperIJE602587000 Gear Shaper”          (dd) Schedule 6.2(b) of the Purchase Agreement is hereby amended and restated in its entiretyto read as set forth on Schedule 6.2(b) attached hereto
10

 
          (ee) Schedule 6.3 of the Purchase Agreement is hereby amended to add the following as a newItem 7:“7. GM and its Affiliates may take those actions contemplated on Schedule A of theTransition Services Agreement.”          (ff) Schedule 6.9 of the Purchase Agreement is hereby amended and restated in its entirety toread as set forth on Schedule 6.9 attached hereto.          (gg) Schedule 8.2(e) of the Purchase Agreement is hereby amended and restated in its entiretyto read as set forth on Schedule 8.2(e) 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.]
11

 
     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           CLUTCH OPERATING COMPANY, INC.           By:               Name: Brian A. Bernasek      Title: President  *Signature Page to First Amendment to Asset Purchase Agreement*
 

 
**Schedule 1.1C****TRANSFERRED SUBSIDIARIES**The Transferred Subsidiaries consist of Allison Transmission Europe B.V., Aisin GM Allison Co.,Ltd. and Allison Transmission India Private Limited.**At signing** **1.** Allison Transmission Europe B.V. has 3,500,000 Dutch Guilders, divided into3,500 shares with par value of 1,000 Dutch Guilders per share authorized. 739 sharesare issued and outstanding and all of the shares are owned by General Motors NederlandB.V.  **2.** Aisin GM Allison Co., Ltd. has 36,000 shares with 10,000 yen par value pershare authorized. 10,000 shares are issued and outstanding and 5,400 of the shares areowned by GM and 3,600 of the shares are owned by Aisin Seiki Co., Ltd.  **3.** Allison Transmission India Private Limited has 2,00,00,000 (Rupees Two Croresonly) divided into 20,00,000 (Rupees Ten only) shares authorized of which, 9,900 sharesare committed to be purchased by Chittranjan Dua (an agent of GM) and 100 shares arecommitted to be purchased by Salil Gulati (an agent of GM).**At Closing** **1.** Allison Transmission Europe B.V. has 3,500,000 Dutch Guilders, divided into3,500 shares with par value of 1,000 Dutch Guilders per share authorized. 739 sharesare issued and outstanding and all of the shares are owned by General Motors NederlandB.V.  **2.** It is contemplated that Aisin GM Allison Co., Ltd. will redeem the 3,600 sharesowned by Aisin Seiki Co., Ltd. such that immediately prior to Closing Aisin GM AllisonCo., Ltd will have 36,000 shares with 10,000 yen par value per share authorized andthat 5,400 of the shares will be issued and outstanding and all of the shares will beowned by GM.**As soon as practicable after Closing**GM shall cause Chittranjan Dua and Salil Gulati to have stamped for transfer the shares ofAllison Transmission India Private Limited that each of them has purchased and then at the firstboard meeting cause the shares to be transferred to Allison Transmission Holdings Cooperatie U.A.and Allison Transmission Europe B.V. such that Allison Transmission Holdings Cooperatie U.A. andAllison Transmission Europe B.V. will be the sole owners of the entity.
 

 
**Schedule 2.2(a)(xiii)****CERTAIN PURCHASED ASSETS**         Supplier P/N Part Name          (1) Set of casting tools (Mold # 3 { Cav’s 9 — 12 }Linex Mfg