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EXHIBIT 10.2
AMENDMENT TO WARRANT AGREEMENT
This AMENDMENT ("Amendment") to WARRANT AGREEMENT dated as of February 2,
1996 ("Warrant Agreement"), is made effective as of February 19, 1999 by and
between Edelbrock Corporation, a Delaware corporation (the "Company") and RICOR
Racing and Development, L.P., a California limited partnership ("RICOR").
WITNESSETH:
WHEREAS, pursuant to the Warrant Agreement, the Company issued to RICOR
warrants (the "Warrants") to purchase up to 100,000 shares of the Company's
Common Stock, par value $.01 per share; and
WHEREAS, this Amendment is made in partial consideration for the execution
by RICOR of Amendment No. 4, dated as of even date herewith ("Amendment No. 4"),
of that certain License Agreement dated February 2, 1996 by and between the
Company and RICOR.
NOW, THEREFORE, in consideration of the premises, the agreements herein
set forth and in Amendment No. 4 and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Vesting of Warrant Shares. Upon the execution of Amendment No. 4 by
Company and RICOR and the approval of the execution by RICOR of Amendment No. 4
by RICOR's limited partners, the vesting schedule of the Warrants set forth in
the Warrant Agreement will accelerate and the warrants will be fully
exercisable and will be Vested Shares.
2. Definitions. Except as otherwise set forth herein, all defined terms
as used herein shall have the same meanings as in the Warrant Agreement.
3. Effect of Amendment. Except as otherwise modified hereby, the terms
of the Warrant Agreement shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original and such counterparts shall together constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be
duly executed, as of the day and year first above written.
[SEAL] EDELBROCK CORPORATION
By: /s/ XXXXXX XXXXXXXXX
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Name: Xxxxxx Xxxxxxxxx
Title: President
Attest:
/s/ SIGNATURE
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Name:
Title: Secretary
RICOR RACING AND DEVELOPMENT, L.P.
By: RICOR, Inc., its General Partner
By: /s/ XXX XXXXXXXXXX
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Name: Xxx Xxxxxxxxxx
Title: President
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