EXHIBIT 10.3
AMENDMENT TO SALES AGREEMENT
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THIS AMENDMENT TO SALES AGREEMENT is made as of December 24, 1999, by
and between R. Xxxxxxxx Xxxxxxx, an individual having an office at 00
Xxxxxxx Xxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000 ("Leiweke") and Cragar Industries,
Inc., a Delaware corporation located at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxx,
Xxxxxxx 00000 ("Cragar").
Leiweke and Cragar have entered into a Sales Agreement to be effective
as of the 27th day of April, 2000, which provides for the sale of 45,000
shares of Common Stock, par value $.01 per share, of Xxxxxxxxx.xxx, Inc., a
Delaware corporation ("Wrenchead"), for a total purchase price of $363,300 in
cash, payable on April 27, 2000.
Leiweke and Cragar also have entered into a Stock Option Agreement dated
as of December 24, 1999, pursuant to which Leiweke has granted an option to
Cragar to acquire an additional 627,500 shares of Wrenchead's capital stock on
April 27, 2000 in exchange for $5,070,200 in cash, $300,000 of which is being
paid to Leiweke as a non-refundable deposit simultaneously with the execution
and delivery of the Stock Option Agreement, and 75,000 shares of Cragar's
Common Stock. Pursuant to Section 2.3 of the Stock Option Agreement, Leiweke
has represented to Cragar that the execution, delivery and performance by
Leiweke of the terms of the Stock Option Agreement:
(i) do not require Leiweke to obtain any approval, consent or
waiver of, or make any filing with, any person that has not
been obtained or made as of the Option Exercise Date (as such
term is defined in the Stock Option Agreement); and
(ii) does not and will not violate any provision of, result in a
breach of, constitute a default under, accelerate any
obligation under or give rise to a right of termination of any
indenture or loan or credit agreement or any other agreement,
contract, instrument, mortgage, lien, lease, permit,
authorization, order, writ, judgment, injunction, decree,
determination or arbitration award to which Leiweke or
Wrenchead is a party, or result in a creation or imposition of
any mortgage, pledge, lien, security interest or other charge
or encumbrance on any of the Shares (as such term is defined
in the Stock Option Agreement).
By letter dated December 20, 1999 addressed to Leiweke, a copy of which
was provided to Cragar, Mr. Xxxxxx Xxxxxxxx advised both Leiweke and Cragar
that the notice regarding Leiweke's proposed sale of the Shares to Cragar
failed to meet the requirements of Section 3 of the Right of First Refusal and
Co-Sale Agreement by and among Wrenchead, Leiweke, and certain holders of
Wrenchead's capital stock.
Therefore, in consideration of the mutual covenants and promises
contained herein and upon the terms and conditions set forth herein, the
parties hereto, intending to be legally bound, agree as follows:
1. If Cragar has not received acknowledgements by February 15,
2000 from each of the parties to the Right of First Refusal
and Co-Sale Agreement, in form and substance satisfactory to
Cragar and its counsel, that none of such parties objects to
the sale of the Shares by Leiweke to Cragar as contemplated by
the Stock Option Agreement, and Cragar is unable to acquire
the Shares free and clear of any liens, security interests,
restrictions, encumbrances, pledges, claims or charges other
than as contemplated by the Stock Option Agreement, then
Cragar will have the right, in its sole discretion, to issue
75,000 shares of its common stock to Leiweke in lieu of
$300,000 of the purchase price due under the Sales Agreement
as consideration for the 45,000 shares of Wrenchead Common
Stock being sold under that agreement. If Cragar elects to
issue the 75,000 shares of its common stock as provided above,
those shares will be subject to the rights and obligations set
forth in Sections 1.6 and 1.7 of the Stock Option Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Sales Agreement on the day and year first above written.
CRAGAR INDUSTRIES, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
/s/ R. Xxxxxxxx Xxxxxxx
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R. Xxxxxxxx Xxxxxxx
