Exhibit 10.2
[Execution Version]
AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT to the Asset Purchase
Agreement (the “Amendment”) dated as of March 16, 2005
by and among Remy International, Inc., a Delaware corporation
(“Parent”), UPC Acquisition Corp., a Delaware
corporation (“Remy”) and Jack Vollbrecht, as Sellers
Representative amends the Asset Purchase Agreement dated as of
February 25, 2005 (the ”Purchase Agreement”) by and
among Parent, Remy, the Sellers Representative and each of the
other signatories thereto.
Background
The parties hereto are parties to
the Agreement and desire to amend the Agreement in accordance with
the requirements of Section 10.5 thereof and upon the terms and
conditions and in the manner set forth below.
Terms
In consideration of the respective
covenants contained herein and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Definitions; References .
Unless otherwise defined herein, capitalized terms used herein
without definition shall have the meanings ascribed to them in the
Purchase Agreement. Each reference to “hereof”
“hereunder,” “herein,” and
“hereby” and each other similar reference and each
reference to “this Agreement” and each other similar
reference contained in the Agreement shall from and after the date
hereof refer to the Agreement as amended by this Amendment No.
1.
2. Section 1.2(a) of the
Agreement . Subsection 1.2(a)(iv) of the Agreement is hereby
amended to read, in its entirety, as follows:
“(iv) the excess, if any, of
(i) any and all federal and state income Taxes of the Sellers that
are incurred in connection with the receipt of $13,272,000 cash
(the “Net Cash Amount”) by the Sellers and the
Stockholder in connection with the receipt of the Net Cash Amount
by the Sellers and the distribution of the Net Cash Amount to the
Stockholder over (ii) the federal and state income Taxes that would
have been incurred by the Stockholder if the Stockholder had
received such Net Cash Amount directly from the Buyers in exchange
for the stock of UPC (the “Assumed Tax Liabilities”);
provided that for purposes of determining the Taxes
incurr
