|   | **EXHIBIT  10.29** |
|--------|--------------------|
|   | **CONFORMED COPY** |

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**AMENDMENT NO. 5 TOSTOCK PURCHASE AGREEMENT**

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This Amendment No. 5 to Stock Purchase Agreement is entered into as ofAugust 2, 2002 by and between ATC Distribution Group, Inc., a Delawarecorporation (the “Company”), and Aftermarket Technology Corp., a Delawarecorporation (“Seller”).

 

WHEREAS, ATCDG Acquisition Corp., Inc. (“Acquisition Corp.”) and Sellerentered into a Stock Purchase Agreement, dated as of September 1, 2000 (asamended to the date hereof, the “Stock Purchase Agreement”), pursuant to whichAcquisition Corp. acquired all of the outstanding capital stock of the Companyon October 27, 2000; terms not otherwise defined herein shall have the meaningsascribed to them in the Stock Purchase Agreement;

 

WHEREAS, Acquisition Corp. paid a portion of the purchase price for theCompany by issuing to Seller a promissory note in the principal amount of$10,050,000 (as subsequently amended and restated the “Promissory Note”)pursuant to that certain Note Purchase Agreement dated as of October 27, 2000among Acquisition Corp., the guarantors from time to time party thereto andSeller (the “Note Purchase Agreement”);

 

WHEREAS, following such purchase Acquisition Corp. was merged with andinto the Company and the Company succeeded to all the rights and obligations ofAcquisition Corp. under the Stock Purchase Agreement, the Promissory Note andthe Note Purchase Agreement;

 

WHEREAS, the Company has requested that Seller agree to certainamendments to the Promissory Note and the Note Purchase Agreement and Seller iswilling to agree to such amendments in exchange for the agreements of theCompany contained in this Amendment;

 

NOW, THEREFORE, in consideration of the foregoing premises and thecovenants and agreements set forth below, the parties hereto agree as follows:

 

**1.****                                      MexicaliMatters.**  The Stock PurchaseAgreement is hereby amended by deleting in their entirety Sections 1 and 2 ofthat certain Amendment to Stock Purchase Agreement dated as of October 27,2000 between Acquisition Corp. and Seller, which Sections 1 and 2 are no longerof any force and effect (except for purposes of defined terms used herein).

 

**2.****                                      Releaseof Claims.**  The Company, on itsown behalf and on behalf of its affiliates, hereby waives, and releases and dischargesSeller and its affiliates, officers, directors, employees and agents(collectively, the “Released Parties”) from, any and all claims, liabilities,damages, demands and causes of action, whether known or unknown, fixed

 

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or contingent, that the Company or such affiliates may have or claim tohave against any of the Released Parties relating to, or arising out of, any ofthe following:

 

(a)                                  theMexicali System Costs;

 

(b)                                 theMexicali Third Party Indemnity or the Mexicali Third Party Losses;

 

(c)                                  thosecertain sales and use tax audits in the States of Missouri and Floridareferenced in that certain letter dated June 27, 2002 from Robert J.Fitzsimmons of The Riverside Company to Joseph Salamunovich of Seller, a copyof which is attached hereto as Exhibit A);

 

(d)                                 thealleged software licensing violations referenced in Exhibit A;

 

(e)                                  theSlauson Litigation, including but not limited to Seller’s obligation to defendand indemnify the Buyer Indemnitees with respect to the Slauson Litigation andall matters arising out of the facts surrounding the settlement and dismissalof the Slauson Litigation;

 

(f)                                    theCompany’s and Seller’s alleged or actual failure to have or procure the rightto use the catalog images that were the subject of the Slauson Litigation orother images substantially similar thereto; and

 

(g)                                 theCompany’s procurement of a license or similar right to use the catalog imagesthat were the subject of the Slauson Litigation or other images substantiallysimilar thereto.

 

Although pursuant to clause (e)above the Company is waiving all claims that it may have against Seller forSeller’s failure to obtain the Company’s consent to the settlement of theSlauson Litigation, the Company is not waiving its claim that the settlement ofthe Slauson Litigation required the Company’s consent and therefore thesettlement without such consent is unenforceable.  The Company has appealed the dismissal of the Slauson Litigationto the Ninth Circuit Court of Appeals. If the  appeal of the SlausonLitigation results in a reversal of the judgment of dismissal or if for anyother reason the Slauson Litigation is remanded to the District Court, byvirtue of clause (e) above Seller will have no obligation to defend orindemnify the Buyer Indemnitees with respect to the Slauson Litigation.

 

**3.****                                      NewBasket.**  Section 9.01 of theStock Purchase Agreement is hereby amended by adding new Section 9.01(e)thereto to read as follows:

 

“(e)                            Notwithstandinganything else in this Agreement to the contrary, Seller shall not be requiredto pay any amounts to the Company or any other Buyer Indemnitees underSection 7.05, this Section 9.01 or any other provision of this Agreementunless and until (i) all other applicable limitations on Seller’sobligation to pay contained in this 

 

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Agreement havebeen exceeded and (ii) the amount in excess of clause (i) is greater than$100,000 in the aggregate, in which case Seller will be required to pay onlythat portion that is greater than $100,000.”

 

**4.****                                      Acknowledgementand Representation as to Basket and Claims.**  The Company hereby acknowledges that as of the date of thisAmendment it has not applied any amounts against the Aggregate Basket such thatthe Aggregate Basket equals $750,000. To the Company’s knowledge it has no claims against Seller under theStock Purchase Agreement, and does not know of any events or circumstances thatwith the giving of notice or lapse of time would give rise to, a materialobligation of Seller under the Stock Purchase Agreement or a material breach bySeller of its covenants, representations or warranties under the Stock PurchaseAgreement, except for the pending sales and use tax audits referenced inExhibit A and matters disclosed in the Stock Purchase Agreement or theschedules thereto.  The Company’s knowledgein the preceding sentence is based solely on the actual knowledge of theCompany’s President, the Company’s Chief Financial Officer and/or RobertFitzsimmons, without investigation or inquiry of others.

 

**5.****                                      Reimbursementof Legal Fees.**  The Company willpromptly reimburse Seller for the fees and expenses of its outside counsel(Gibson, Dunn & Crutcher) incurred in connection with the amendment andrestatement of the Promissory Note and the Note Purchase Agreement and relatedmatters in an amount not to exceed $35,000.

 

**6.****                                      NoOther Amendments.**  Except asprovided herein, the Stock Purchase Agreement is not otherwise modified oramended and remains in force and effect in accordance with its terms.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beduly executed by their respective authorized officers as of the date firstabove written.

 
|   | ATC DISTRIBUTION GROUP, INC. |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          | /s/ Robert J. Fitzsimmons |
|   |                         | Robert J. Fitzsimmons |
|   |                         | Vice President |
|   |                         |
|   |                         |
|   | AFTERMARKET TECHNOLOGY CORP. |
|   |                         |
|   | By:                          | /s/ Joseph Salamunovich |
|   |                         | Joseph Salamunovich |
|   |                         | Vice President |

 

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