Exhibit 99.3
AGREEMENT
This Agreement, dated as of September 10, 2003 (this "Agreement"),
is made by and among Xxxxx Xxxxxxxxx, Xxxx Xxxxxxxxxx and Xxxxxx X. Xxxxxxxx
(collectively, the "Managers"). Championship Auto Racing Teams, Inc. ("CHAMP")
is a third-party beneficiary to this Agreement.
W I T N E S S E T H:
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WHEREAS, the Open Wheel Racing Operating Agreement dated August 15,
2003 (the "Operating Agreement") provides that each member of Open Wheel
Racing (a "Member") shall, in the event of a capital call, contribute to the
capitalization of Open Wheel Racing in an amount corresponding to such
Member's Percentage Interest (as defined in the Operating Agreement);
WHEREAS, each Manager, through ownership of control of a Member, is
a beneficial owner of Open Wheel Racing;
WHEREAS, the Managers constitute all of the members of the Board of
Managers of Open Wheel Racing (the "Board of Managers");
WHEREAS, Open Wheel Racing has agreed to purchase the outstanding
shares of CHAMP pursuant to the Agreement and Plan of Merger dated September
10, 2003 among Open Wheel Racing, Open Wheel Racing Acquisition Corporation
("Sub") and CHAMP (the "Merger Agreement"); and
WHEREAS, the agreements of the Members made herein are a material
inducement to CHAMP to enter into the Merger Agreement.
THEREFORE, the Managers agree as follows:
1. Provided that all the conditions to the Closing (as defined in
the Merger Agreement) set forth in Section 7.02 of the Merger Agreement are
satisfied or waived prior to the Closing, each Manager shall take or cause to
be taken all actions required to cause (a) the Board of Managers to call the
additional capital contribution referenced in Section 5.1(c) of the Operating
Agreement and (b) his respective Member to contribute funds to Open Wheel
Racing sufficient to allow such Member to meet its capital obligations under
Section 5.1(c) of the Operating Agreement.
2. Immediately prior to the record date for the Company Stockholders
Meeting (as defined in Section 6.01(b) of the Merger Agreement), Xxxxxx X.
Xxxxxxxx shall cause all CHAMP shares owned or controlled by him or any of his
affiliates, including Xxxxxxxx Racing, Inc., Indeck Energy Services, Inc., and
Indeck-Ilion Cogeneration Corp., to be contributed to Open Wheel Racing.
3. Following the execution of the Merger Agreement, each Manager
shall take or cause to be taken all actions necessary to cause Open Wheel
Racing and Sub to perform their obligations under Section 6.01(a) and (c) of
the Merger Agreement.
4. In the event of a conflict between the terms of the Operating
Agreement and this Agreement, the Managers agree that this Agreement shall
control.
5. The rights and obligations of each of the Managers pursuant to
this Agreement are for the benefit of each of the other Managers and CHAMP
only, and no creditor or other third party shall have any right or claim under
this Agreement.
6. This Agreement may be executed in one or more counterparts
(including via facsimile), all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each of the parties hereto and delivered to the other parties. Each
party hereto need not sign the same counterpart.
7. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of date first above written.
/s/ Xxxxx Xxxxxxxxx /s/ Xxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
CHAMPIONSHIP AUTO RACING TEAMS, INC.
/s/ Xxxxxxxxxxx Xxxx
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By: Xxxxxxxxxxx Xxxx
Its: President
