Amendment To Stock Purchase Agreement

EXHIBIT 10.2


AMENDMENT TO STOCK PURCHASE AGREEMENT


Amendment to Stock Purchase Agreement (this "Amendment"), dated as of October 27, 2000, by and between Aftermarket Technology Corp., a Delaware corporation ("Seller"), and ATCDG Acquisition Corp., a Delaware corporation ("Buyer"), amending that certain Stock Purchase Agreement, dated September 1, 2000, by and between Seller and Buyer.


1. MEXICALI SYSTEM. Seller agrees to pay for the Mexicali System Costs (as hereinafter defined) at the facility located at Circuito Norte No. 8, Parque Industrial Nelson, KM 14 Carretera a San Luis R.C., Mexicali, B.C., Mexico (the "Mexicali Facility"); provided that Seller's total maximum obligation pursuant to this Section 1 shall total $280,000 which shall consist of the first $250,000 of any and all Mexicali System Costs plus 50% of any Mexicali System Costs up to the next $60,000 of any and all Mexicali System Costs. Seller shall pay all amounts due and owing under this Section 1 within 15 days of receipt of a bill evidencing the amount payable with respect hereto. As used herein, "Mexicali System Costs" means costs and expenses of designing, installing, modifying and/or repairing the air conditioning, ventilation, dust control, fume control, or emission control systems with respect to the interior air quality, ventilation and/or temperature conditions (such design, installation, modifications and/or repairs to be referred to herein as the "Mexican Project").


2. MEXICALI THIRD PARTY CLAIMS. Buyer Indemnities shall each be indemnified and held harmless to the extent set forth in Article IX of the Stock Purchase Agreement, by Seller in respect of any Environmental Damages incurred by any Buyer Indemnitee (excluding consequential damages to such Buyer Indemnitee but including consequential damages suffered by a third party that have been recovered by such third party against a Buyer Indemnitee) to the extent arising from third-party claims with respect to, arising from or in connection with interior air quality, ventilation and/or temperature conditions at the facility located at the Mexicali Facility ("Mexicali Third Party Losses"). Seller's indemnity under this Section 2 (the "Mexicali Third Party Indemnity") shall not be subject to the Aggregate Basket, as that term is defined in the Stock Purchase Agreement; nor shall it be subject to any maximum cap; provided that Seller's liability with respect to the first $200,000 of Mexicali Third Party Losses shall total 75% of any such losses and thereafter any liability with respect to any Mexicali Third Party Losses in excess of $200,000 shall be the entire liability and obligation of Seller; provided, that the indemnification provided by Seller pursuant to this Section 2 shall not be applicable to any Mexicali Third Party Losses to the extent arising following the Deadline (as hereinafter defined). As used herein, the "Deadline" means the earlier to occur of (1) completion to Buyer's satisfaction of the Mexicali Project and (2) June 30, 2001 (such date to be extended by a Force Majeure Event). As used herein, a "Force Majeure Event" means any act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material equipment or labor unavailability, or any other cause beyond the reasonable control of the Buyer.


3. SEATTLE UST. Buyer Indemnities shall each be indemnified and held harmless to the extent set forth in Article IX of the Stock Purchase Agreement, by Seller in respect of any Environmental Damages incurred by any Buyer Indemnitee (excluding consequential damages to such Buyer Indemnitee but including consequential damages suffered by a third party that have been recovered by such third party against a Buyer Indemnitee) to the extent arising from any Releases from the former underground storage tank system located at 401 South Webster Street, Seattle Washington. Seller's indemnity hereunder shall not be subject to the Aggregate Basket, as that term is defined in the Stock Purchase Agreement; nor shall it be subject to any maximum cap and such indemnity shall be deemed incorporated into and added to Exhibit H of the Stock Purchase Agreement.


4. Section 2.02(b) of the Purchase Agreement is hereby amended in its entirety as follows:


(b) At the Closing Buyer shal ...