[SIDE LETTER AGREEMENT]
[LOGO] ISC, A MOTORSPORTS
ENTERTAINMENT COMPANY
March 25, 1998
Xxxxxxxxxxx X. Xxxx and
Xxxxx X. Xxxxxxxxxx, as
Shareholders' Representatives
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 I of such Agreement, for whom you are
Shareholders' Representatives. The purpose of this letter is to set forth
the understanding among the parties with respect to the approval of the
transfer of MFI's and PMI's respective shares of Common Stock (the "Stock")
of Grand Prix Association of Long Beach, Inc. (the "Company") pursuant to
those certain Stock Purchase Agreements dated March 25, 1998, between
Dover Downs Entertainment, Inc. ("Dover") and PMI, and Dover and MFI, (the
"Stock Purchase Agreements"). 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 Dover pursuant to and in accordance with the Stock Purchase
Agreements on or prior to April 9, 1998, subject to the following conditions:
(a) upon the sale of the Stock by MFI and PMI to Dover, the
ROFR Agreement shall terminate, and
(b) the entering into of a merger or similar agreement with
the Company, or Company'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 MFI and the Company.
The undersigned agrees to the foregoing.
Very truly yours,
Midwest Facility Investments, Inc.,
a Florida corporation
By: /s/ H. Xxx Xxxxx
H. Xxx Xxxxx, President
Acknowledged and Agreed to this
25th day of March, 1998:
/s/ Xxxxxxxxxxx X. Xxxx
Xxxxxxxxxxx X. Xxxx, as Shareholders' Representative
/s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx, as Shareholders' Representative
0000 X. Xxxxxxxxxxxxx Xxxxxxxx Xxxx. * Xxxxxxx Xxxxx, XX 00000 * 000-000-0000
