AMENDMENT BY INTERLINEATION
CART, Inc. ("CART"), Championship Auto Racing Teams, Inc.
("Championship"), and Open Wheel Acquisition Corporation ("Sub") and Open Wheel
Racing Series, LLC ("Parent"), hereby amend the Asset Purchase Agreement dated
as of December 15, 2003 (the "APA") by interlineation as follows:
In consideration of the mutual undertakings of the parties, the parties
agree to amend the APA as follows:
1. Section 2.04 is amended to read as follows:
SECTION 2.04. Assumption of Liabilities. Sub agrees to assume
as of the Closing only the following liabilities (the "Assumed
Liabilities"): The obligations of performance of the Sellers under the
Assumed Contracts arising on and after the Closing Date; except for the
Assumed Liabilities, Sub shall not assume and shall not be liable for
any of the debts, obligations, responsibilities, undertakings or
liabilities, whether matured or unmatured, fixed or contingent, secured
or unsecured, accrued, absolute or other of any Seller and all such
liabilities will remain the responsibility of the Sellers and shall be
retained, paid performed and discharged by the Sellers. Notwithstanding
the foregoing if and to the extent Sub and/or Parent or any Affiliate
of either of them acquires any claim or otherwise satisfies any claim
that might be asserted against CART, Championship or as a "claim" (as
defined in 11 U.S.C. Section 101(5)) in the Chapter 11 Case (any of
which is an "Acquired Claim"), then Sub and Parent agree that any such
Claim shall be released and shall not be asserted against Championship,
CART or in the Chapter 11 Case.
2. Section 2.05(a)is amended to read as follows:
SECTION 2.05. Consideration.
(a) At the Closing, as consideration for the sale,
conveyance, transfer and assignment of the Acquired Assets, the Sub
will deliver, and Parent will cause to be delivered, by wire transfer
of immediately available funds to an account specified by CART an
amount in cash equal to $1,630,000 (the "Purchase Price").
3. A new section 3.13 shall be added that reads as follows:
"Attached as Schedule 3.13 is a true and accurate listing of the amounts of
unpaid (after lawful and appropriate setoff) year-end prize money payable by
CART to teams participating in CART's racing series for the 2003 series (other
than teams controlled by Affiliates of Parent)."
IN WITNESS WHEREOF, Parent, Sub, and each Seller have duly executed
this Amendment by Interlineation, all as of the date first written above.
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OPEN WHEEL RACING SERIES, LLC,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Manager
OPEN WHEEL ACQUISITION CORPORATION,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
CHAMPIONSHIP AUTO RACING TEAMS, INC.,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VP/CFO
CART, INC.,
/s/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇▇ Peet, III
Title: VP/CLO
1/15/04
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