[Penske Motorsports Letterhead]
March 26, 1998
Xxxxxxxxxxx X. Xxxx Xxxxx X. Xxxxxxxxxx
as Shareholders Representative as Shareholders' Representative
Grand Prix Association of Long Beach Grand Prix Association of Long Beach
0000 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000 Xxxx Xxxxx, XX 00000
RE: RIGHT OF FIRST REFUSAL
Dear Xxxxx and Xxx:
This letter relates to the Right of First Refusal Agreement ("ROFR Agreement"),
dated as of August 8, 1997, by and among Midwest Facility Investments, Inc.
("MFI"), Penske Motorsports, Inc. ("PMI") and the Shareholders listed on
Schedule 1 of such agreement, for whom you are Shareholders Representatives.
The purpose of this letter is to set forth the understanding among the such
parties with respect to the approval of the transfer of PMI's shares of Common
Stock (the "Stock") of Grand Prix of Long Beach, Inc. (the "Company") pursuant
to those certain Stock Purchase Agreement, dated March 26, 1998, between Dover
Downs Entertainment, Inc. ("DDE") and PMI (the "Stock Purchase Agreement"). All
capitalized terms not defined in this letter shall have the meanings assigned to
such terms in the ROFR Agreement.
As Shareholders' Representatives, Xxxxxxxxxxx X. Xxxx and Xxxxx X. Xxxxxxxxxx
hereby approve, in accordance with the ROFR Agreement, the transfer of the Stock
to DDE pursuant to and in accordance with the Stock Purchase Agreement on or
prior to April 9, 1998, subject to the following conditions:
(a) Upon the sale of the Stock by PMI to DDE, the ROFR Agreement shall
terminate; and
(b) The entering into of a merger or similar agreement with DDE, or DDE's
commencement of a tender offer or exchange offer, shall not be an event
resulting in a termination of those certain standstill provisions in
Section 4.10 of that certain Stock Purchase Agreement dated August 8, 1997,
by and between PMI and the Company and Section 4.10 of that certain
Xx. Xxxxxxxxxxx X. Xxxx
Xx. Xxxxx X. Xxxxxxxxxx
March 26, 1998
Page 2
Stock Purchase Agreement, dated August 8, 1997, by and between PMI, and the
Company.
The undersigned each agree to the foregoing.
Very truly yours,
Penske Motorsports, Inc.
a Delaware Corporation
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------
Xxxxxx X. Xxxxxxx, Xx.
Title: Senior Vice President
Acknowledged and Agreed to this 26/th/ day of March, 1998
/s/ Xxxxxxxxxxx X. Xxxx
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Xxxxxxxxxxx X. Xxxx
as Shareholders' Representative
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
as Shareholders' Representative
