AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDMENT NO. 2 dated as of September 10, 2003, (this
"Amendment") to the Amended and Restated Rights Agreement
dated as of October 16, 2002, (the "Rights Agreement") between
Championship Auto Racing Teams, Inc. (the"Company") and Xxxxx
Fargo Minnesota, N.A. (the "Rights Agent")
WHEREAS, pursuant to the terms of the Rights Agreement and in
accordance with Section 27 thereof, the following actions are hereby taken prior
to executing the Merger Agreement referred to below.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Amendments to Section 1. Section 1 of the Rights
Agreement is hereby amended as follows:
(a) By adding thereto a new definition (cc), which new definition
should read:
"(cc) "Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of September 10, 2003, by and among Open Wheel
Racing Series LLC, Open Wheel Acquisition Corporation and the
Company, as the same may be amended from time to time."
(b) By adding the following sentence at the end of the definition of
"Acquiring Person" in Section 1(a):
"Notwithstanding any provision in this Rights Agreement to the
contrary, none of Parent (as defined in the Merger Agreement) nor
any of its Affiliates or Associates shall become an Acquiring Person
as a result of the (i) adoption, approval, execution or delivery of
the Merger Agreement, (ii) public announcement of such adoption,
approval, execution or delivery or (iii) consummation of the Merger
or any of the other transactions contemplated or permitted by the
Merger Agreement."
SECTION 2. Amendment of Section 7. Section 7(a) of the Rights
Agreement hereby is amended by deleting the word "or" immediately preceding
clause (iii) thereof and by adding the following new phrase immediately
following clause (iii) thereof:
"or (iv) the time immediately prior to the Effective Time (as
defined in the Merger Agreement)."
SECTION 3. Addition of New Section 35. The Rights Agreement is
amended by adding a new Section 35 thereof which shall read as follows:
"35. EXCEPTION FOR MERGER AGREEMENT Notwithstanding any provision of
this Rights Agreement to the contrary, the occurrence of (a) the
adoption, approval, execution or delivery of the Merger Agreement,
(b) the public announcement of such adoption, approval, execution or
delivery or (c) the consummation of the Merger or any of the other
transactions contemplated or permitted by the Merger Agreement shall
not, in each case, individually or collectively, constitute a
Distribution Date, a Shares Acquisition Date or any other separation
of the Rights from the underlying Common Shares, nor entitle or
permit the holders of the Rights to exercise the Rights or otherwise
affect any rights of the holders of the Rights, including giving the
holders of the Rights the right to acquire securities of any party
to the Merger Agreement or any party to the transactions
contemplated thereby."
SECTION 4. Effectiveness. When executed by the Company, this
Amendment shall be deemed effective as of the date first-written above as if
executed on such date. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall otherwise be unaffected hereby.
SECTION 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.
SECTION 6. Counterparts. This Amendment may be executed in one or
more counterparts, all of which shall be considered one and the same amendment.
Each party hereto need not sign the same counterpart.
SECTION 7. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
SECTION 8. Rights Agreement as Amended. Upon the effectiveness of
this amendment, the term "Rights Agreement" as used in the Rights Agreement
shall refer to the Rights Agreement as amended hereby.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused
this Amendment to be duly executed as of the day and the year first above
written.
CHAMPIONSHIP AUTO RACING
TEAMS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
Attest:
/s/ Xxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
XXXXX FARGO MINNESOTA, N.A.
By: Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Account Manager/Officer
Attest:
/s/ Xxxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Officer
CHAMPIONSHIP AUTO RACING TEAMS, INC.
OFFICER'S CERTIFICATE
Pursuant to Section 27 of the Amended and Restated Rights Agreement
(the "Rights Agreement") dated as of October 16, 2002, by and among Championship
Auto Racing Teams, Inc. (the "Company") and Xxxxx Fargo Minnesota, N.A., the
undersigned, Xxxxxx X. Xxxxxx, being a duly appointed officer of the Company,
does hereby certify on behalf of the Company that the Amendment No. 2 to the
Rights Agreement dated as of September 10, 2003, a copy of which is attached as
Exhibit A to this Officer's Certificate, is in compliance with Section 27 of the
Rights Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed this Officer's
Certificate as of the 10th day of September, 2003.
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
