EXHIBIT 10.27
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AMENDMENT TO OFFICIAL ORGANIZER/PROMOTER AGREEMENT
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BETWEEN CART, INC. AND ROCKINGHAM MOTOR SPEEDWAY LIMITED
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THIS AMENDMENT is made as of the sixteenth day of August, 2002 by and between
Rockingham Motor Speedway Limited ("Organizer/Promoter") and CART, Inc., a
Michigan corporation with principal offices located at 0000 Xxxxxxxx Xxxxxxx
Xxxxx Xx., Xxxxxxxxxxxx, XX 00000 ("CART"). The parties hereby agree that the
following provisions shall be incorporated into the Official Organizer/Promoter
Agreement dated July 3, 2000 (the "Sanction Agreement"), as if set forth therein
in their entirety.
I. Paragraph 5 of the Sanction Agreement shall be amended to read in its
entirety as follows:
"5. Provided that CART provides not less than eighteen (18) bona
fide Entrants for the 2002 Competition, the total Organization
and Rights Fee payable for the 2002 Competition shall be Two
Million Eight Hundred Thousand ($2,800,000.00) Dollars and
shall be paid to CART as follows:
A. Organizer/Promoter shall pay to CART the full Two Million
Eight Hundred Thousand ($2,800,000) Dollars, plus any agreed
expenses due to CART, less any agreed expenses due to
Rockingham (the agreed chart of expenses and credits is
attached as Exhibit 1) within thirty days following the
scheduled date of the 2002 Event.
B. Rockingham shall present to CART by August 31, 2002 an
irrevocable standby documentary Letter of Credit containing
terms and conditions agreeable to CART and the
Organizer/Promoter, for the net amount shown in Exhibit 1
attached. Said Letter of Credit shall expire not earlier than
sixty days after the date of the 2002 Event. It is understood
that this Letter of Credit is intended to provide security for
the payment due pursuant to Xxxxxxxxx 0X. of this Sanction
Agreement. CART shall be entitled to draw upon the Letter of
Credit in the event that (i) CART has provided not less than
eighteen (18) bona fide Entrants for the 2002 Competition and
(ii) the promoter fails to pay the full amounts under this
Paragraph 5A. within 30 days from the date of the 2002 Event."
II. A new Paragraph 51 shall be added to the Sanction Agreement and shall
read in its entirety as follows:
"51. Organizer/Promoter and CART hereby agree that, following the
2002 Event, they shall commence negotiations in good faith to
finalize the revised terms and conditions of this Sanction
Agreement for the Events to be held in 2003 through 2006 with
a view to reaching such agreement no later than November 1,
2002. If, by such date, no such agreement is reached, either
party may terminate this Sanction Agreement by written notice
to the other party given by November 14, 2002. Upon such
termination, neither party shall have any obligation or
liability to the other under this Sanction Agreement in
respect of future Events, but without prejudice to any
liability arising prior to the date of such termination.
Notwithstanding the foregoing, if no agreement as to the
revised terms and conditions is reached by November 1, 2002
and no notification of termination has been given by November
14, 2002, this Sanction Agreement, as amended by the Amendment
Agreement between the parties dated August 16, 2002, shall
continue in full force and effect."
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III. A new Paragraph 52 shall be added to the Sanction Agreement and shall
read in its entirety as follows:
"52 For the 2002 event, CART hereby undertakes to perform the
following obligations of Organizer/Promoter and CART will be
entitled to any revenues therefrom:
A. All obligations under Paragraphs 1A. and 1E. of Schedule H of
the Sanction Agreement, and with respect to the freight
transportation only, CART will undertake the obligations under
Paragraph 1C. of Schedule H of this Sanction Agreement.
B. With respect to the freight transportation movement CART will
undertake the payment required in Paragraph 1D. of Schedule H
of this Sanction Agreement.
C. CART shall obtain and make payment for the freight insurance
required under Paragraph 1H. of Schedule H of this Sanction
Agreement.
D. In undertaking the obligations and payments above, CART shall
use its best efforts to keep the Organizer/Promoter reasonably
informed as to the status of these issues and to keep the
expenses related to the requirements of Schedule H as low as
practicable.
E. For the 2002 event, regarding the section of Schedule H
entitled "Accommodations" the reference to "seven (7) nights"
shall be changed to "six (6) nights" and the subsequent
reference to "eight (8) nights" shall be changed to "seven (7)
nights". "
IV. Paragraph 10A of the Sanction Agreement shall be amended by the
addition to the end of such paragraph of the following new sentence:
"Notwithstanding anything in this Agreement to the contrary,
provided that the Letter of Credit referred to in Paragraph 5
is delivered by the required date in executed form, in no
circumstances shall Organizer/Promoter be liable for
liquidated damages under this Paragraph 10A in connection with
the 2002 Event and, for the purposes of liquidated damages
under Paragraph 12C, the fee for the 2003 event shall be
deemed to be $2,800,000."
V. Paragraph 12A of the Sanction Agreement shall be amended to read in its
entirety as follows:
"12.A. CART shall be responsible for providing not less than eighteen
(18) bona fide Entrants for the 2002 Competition. For all
subsequent Competitions, CART shall be responsible for
providing not less than twenty (20) bona fide Entrants. If
CART provides less than 18 bona fide Entrants for the 2002
Competition, the Organization and Rights Fee payable for the
2002 Competition shall not be payable and CART shall not be
entitled to draw on the Letter of Credit referred to in
Paragraph 5A. If CART is unable to provide the specified
number of bona fide Entrants for any Competition,
Organizer/Promoter shall have the right to cancel such
Competition, providing that Organizer/Promoter first informs
CART in writing of such intent, and provided further that the
specified number of bona fide entries have not been received
within seven (7) days after receipt by CART of such notice. If
Organizer/Promoter, under these circumstances, exercises this
cancellation right, CART
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will reimburse Organizer/Promoter the portion of the
Organization and Rights Fee theretofore paid for such
Competition."
VI. Paragraph 42 of the Sanction Agreement shall be amended to read in its
entirety as follows:
"42. Nothing contained herein shall be construed to place CART in
the relationship of a partner or joint venturer with
Organizer/Promoter, and neither party shall have any power to
obligate or bind the other party in any manner whatsoever
other than as specifically provided for herein. Neither party
undertakes by this Sanction Agreement to perform any
obligations of the other, whether regulatory or contractual,
or to assume any responsibility for the other's business or
operations. In the event that it is held that this Sanction
Agreement has created a partnership or joint venture between
the parties, and a third party makes a claim against one of
the parties based solely on the finding of a partnership or
joint venture, the party who would be responsible for the
liability, but for such a finding, shall indemnify and hold
the other party harmless for such claim."
VII. Paragraph 45 of the Sanction Agreement shall be amended to read in its
entirety as follows:
"45. Any notice or written communication required or permissible
hereunder shall be sent registered mail (or certified mail
with return receipt), postage prepaid, and by facsimile,
addressed as follows:
To CART:
Attn: Xxxxxxx X. Xxxxx, Vice President, Promoter Operations
With Copy to: X. Xxxxxxxx Peet III, Esq., Chief Legal Officer
Championship Auto Racing Teams, Inc.
0000 X. Xxxxxxxx Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
United States of America
Facsimile Number: x0-000-000-0000
To Organizer/Promoter:
Attn: Xxxxx Xxxx, Finance Director
With Copy to: Xxxxx Xxxxxxxxx, Chairman
Rockingham Motor Speedway Limited
Xxxxxxxx Xxxx
Xxxxx XX00 0XX Xxxxxxx
Facsimile Number: x00-0000-000-000"
VIII. Paragraph 46 of the Sanction Agreement shall be amended by the addition
of the following new sub-paragraph 46E.:
"E. Each party shall be entitled to set off any amount due and
payable to it by the other party against any amount due and
payable by it to the other party."
IX. Except as otherwise stated in this Amendment, each party shall continue
to be responsible for its own obligations for each Event as set forth
by the terms of the Sanction Agreement.
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X. Except as specifically modified herein, the terms of the Sanction
Agreement are hereby ratified in their entirety.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the date first written above.
CART, INC.
August 16, 2002
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Vice President, Promoter Operations
ROCKINGHAM MOTOR SPEEDWAY LIMITED
August 16, 2002
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Operations Director
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EXHIBIT 1 TO ROCKINGHAM AMENDMENT
The amounts listed represent satisfaction in full of the items below.
DUE TO CART FROM RMS
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DATE NARRATIVE (POUND) $
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19-Nov-01 Tire Testing. CART Charge to RMS. 1/3rd of costs. 56,065.00
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17-Sep-01 Participant Accident Insurance (2001 Event) 13,302.00
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14-Sep-02 Participant Accident Insurance (2002 Event) 26,765.00
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14/09/2002 Sanction Fee 2002 2,800,000.00
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DUE TO CART FROM RMS $2,840,067.00
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DUE FROM CART TO RMS
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DATE NARRATIVE (POUND) $
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14/09/2002 2002 Payment as per Schedule 'G' 150,000.00
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04-Sep-01 CART Contribution to RMS Marketing Expenditure, 2001. 250,000.00
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17-Sep-01 Additional Facilities provided by RMS to CART for 2001
event. 0.00
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16-Nov-01 Buffet Dinner for all teams. Thursday 20/9/01 17,625.00
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Beverages Consumed 2,588.88
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07-Nov-01 Schedule 'G' entitlements 2001 100,000.00
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07-Nov-01 1,000 US Flags & 1,000 Pineapples in full colour 0.00
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20-Jun-02 Fedex Banners. 0.00
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20,213.88 500,000.00
Converted at (pound sterling)1 = $1.50 30,320.82
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DUE FROM CART TO RMS $530,320.82
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TOTAL DUE FROM RMS TO CART $2,309,746.18
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