AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of July 2, 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 Company desires to modify the definition of
"Acquiring Person".
NOW, THEREFORE, the parties hereto hereby agree as follows
SECTION 1. Amendment to Section 1. Section 1(a) of the Rights Agreement is
hereby amended by adding the following new phrase immediately preceding clause
(X): "(W) if such Person who or which, together with all Affiliates or
Associates of such Person, shall temporarily become the Beneficial Owner of a
number of Common Shares which would otherwise result in such Person becoming an
Acquiring Person as a result of any agreement, arrangement or understanding with
another Person if (i) the Board of Directors concludes such agreement,
arrangement or understanding facilitates the submission of a proposal for a
negotiated business combination in response to an invitation from the Company
and (ii) within two (2) business days after the Company advises such Person that
it no longer wishes to consider such a proposal from such Person, the Board of
Directors is satisfied that such agreement, arrangement or understanding is no
longer in effect, or".
SECTION 2. 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 3. 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.
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-written above.
CHAMPIONSHIP AUTO RACING TEAMS, INC.
by
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXX FARGO MINNESOTA, N.A.
by
/s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Account Manager/Officer
