Stonington Partners, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000-000-0000
Fax: 000-000-0000
STONINGTON PARTNERS
October 15, 1998
BY FACSIMILE
PERSONAL AND CONFIDENTIAL
Global Motorsport Group, Inc.
c/o Xx. Xxxxx Xxxxxxxx
Xxxxxx Gull Xxxxxxx & XxXxxxxx, Inc.
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
We are interested in pursuing a transaction (a "Transaction") whereby
an entity formed by us would acquire, on behalf of Stonington Capital
Appreciation 1994 Fund, L.P., Global Motorsport Group, Inc. ("Global") as a
transaction value in excess of the tender offer currently outstanding by Golden
Cycle L.L.C. As an inducement to our willingness to commit the energy and
resources to pursue a Transaction, Global agrees to the terms of this letter.
Global agrees to deal exclusively with us, and cooperate with us, with
respect to the Transaction from the date hereof until November 15, 1998 and not
to announce or engage in any extraordinary transaction during such time period.
Global further agrees that from the date hereof until November 15,
1998, neither it nor any of its subsidiaries, officers, directors, or the
directors and officers of its subsidiaries, nor any of its other affiliates
shall, and each of them shall cause its and its subsidiaries' employees, agents
and representatives (including, without limitation, any investment banking,
legal or accounting firm retained by Global or any of its subsidiaries and any
individual member or employee of the foregoing) not to (a) initiate, solicit or
seek, directly or indirectly, any inquiries or the making or implementation of
any proposal or offer (including, without limitation, any proposal or offer to
its stockholders) with respect to a merger, acquisition, consolidation,
recapitalization, liquidation, dissolution or similar transaction involving, or
any purchase of all or a substantial portion of the assets or any equity
securities of, Global or any of its subsidiaries (any such proposal or offer
being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in
any negotiations concerning, or provide any confidential information or data to,
or
STONINGTON PARTNERS
have any discussions with any persons relating to an Acquisition Proposal, or
(c) otherwise cooperate in any effort or attempt to make, implement or accept an
Acquisition Proposal. Global will immediately terminate any discussions with any
third parties with respect to any Acquisition Proposal.
Each party agrees that this agreement and our pursuit of a Transaction
will be kept confidential and not disclosed to any person other than an
employee, director, advisor or financing source to such party that agrees to
maintain the confidentiality of this Agreement.
Each party shall bear its own expenses with respect to the matters
contemplated hereby.
Nothing contained in this letter shall preclude the Board of Directors
of Global from taking any action that in the opinion of its counsel is required
by (a) their fiduciary duties with respect to any party that has made a public
Acquisition Proposal or (b) a court of appropriate jurisdiction in a proceeding
involving Global; provided that in any such case to the extent practical Global
shall advise us in advance of such action and of the circumstances giving rise
to it. In addition, nothing contained herein shall preclude Global and its
officers, directors and advisors from continuing to negotiate credit facilities
with financial institutions, part of the proceeds of which may be used to
repurchase shares of Global; provided that such negotiations are not publicly
announced and no new credit facilities are finalized; and further provided
Global shall discuss with us in good faith postponing any bank syndicate
meetings.
The second and third paragraphs of this letter agreement may be
terminated by either Global or us at any time after October 30, 1998.
This letter is not intended to create a binding obligation on either
Global or us to effect a Transaction, but is otherwise binding in accordance
with its terms. This letter may be signed in counterparts.
STONINGTON PARTNERS
We are pleased to have the opportunity to work with you on this matter.
Very truly yours,
STONINGTON PARTNERS, INC.
By: /s/ Xxxxxx X. End
---------------------------
Xxxxxx X. End
Partner
Agreed to and accepted as
of the date above written:
GLOBAL MOTORSPORT GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Chairman
