ex4-1



 



EXHIBIT 4.1


EXECUTION COPY


REGISTRATION RIGHTS AGREEMENT


     THIS AGREEMENT is made and entered into as of July 26, 1999, by and among
International Speedway Corporation, a corporation organized under the laws of
the State of Florida (“Parent”), and Penske Performance, Inc., a corporation
organized under the laws of the State of Delaware (“Performance”).


RECITALS


     WHEREAS, Parent and 88 Corp., a corporation organized under the laws of
the State of Delaware (“Merger Sub”), have entered into an Agreement and Plan
of Merger, dated as of May 10, 1999, as amended by Amendment No. 1 thereto,
dated as of June 21, 1999 (the “Merger Agreement”; capitalized terms used
herein and not defined shall have the meanings ascribed thereto in the Merger
Agreement), with Penske Motorsports, Inc., a corporation organized under the
laws of the State of Delaware (the “Company”), which provides, upon the terms
and subject to the conditions set forth therein, for the merger of the Company
with and into Merger Sub;


     WHEREAS, Parent, Performance, PSH Corp., a corporation organized under the
laws of the State of Delaware, and Penske Corporation, a corporation organized
under the laws of the State of Delaware, have entered into an Agreement and
Plan of Merger dated as of May 10, 1999 (the “PSH Merger Agreement”), which
provides, upon the terms and subject to the conditions set forth therein, for
the merger of PSH with and into Parent (the “PSH Merger”); and


     WHEREAS, in the PSH Merger, Performance will be issued shares (the “PSH
Shares”) of Class A common stock, par value $.01 per share, of Parent (“Parent
Common Stock”);


     NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties and conditions set forth in this Agreement, the parties hereto,
intending to be legally bound, hereby agree as follows:


     1.     Definitions and References. For purposes of this Agreement, in
addition to the definitions set forth above and elsewhere herein, the following
terms shall have the following respective meanings:


     “1933 Act” shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.


     “Affiliate” of a Holder shall mean a person who controls, is controlled by
or is under common control with such Holder, or spouse or children (or a trust
exclusively for the benefit of a spouse and/or children) of such Holder.


     “Commission” shall mean the U.S. Securities and Exchange Commission and
any successor agency.


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     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.


     “Holder” shall mean (i) Performance; (ii) any transferee or assignee of
Performance to whom the rights under this Agreement are assigned in accordance
with the provisions of this Agreement (“Assignees”); (iii) the executor of an
estate of an Assignee or the guardian or similar representative of an Assignee
who is disabled; or (iv) any financial institution to which is pledged by a
Holder an amount greater than 40% of the Registrable Stock.


     “Register,” “registered” and “registration” shall refer to a registration
effected by preparing and filing a registration statement or similar document
in compliance with the 1933 Act and the declaration or ordering of
effectiveness of such registration statement or document.


     “Registrable Stock” shall mean (i) the PSH Shares, and (ii) any common
stock issued by way of a stock split of the PSH Shares referred to in clause
(i) above. For purposes of this Agreement, any Registrable Stock shall cease
to be Registrable Stock when (x) a registration statement covering such
Registrable Stock has been declared effective and such Registrable Stock has
been disposed of pursuant to such effective registration statement, (y) such
Registrable Stock is sold by a person in a transaction in which the rights
under the provisions of this Agreement are not assigned or (z) all such
Registrable Stock held by the Holder may be sold pursuant to Rule 144(k) (or
any similar provision then in force, but not Rule 144A) under the 1933 Act
without registration under the 1933 Act.


     2.     Restrictive Legend. Each certificate representing PSH Shares shall,
except as otherwise provided in this Section 2, be stamped or otherwise
imprinted with a legend substantially in the following form:



		
	 	     “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED
UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.”



A certificate shall not bear such legend if (i) in the opinion of counsel
reasonably satisfactory to Parent the securities being sold thereby may be
publicly sold without registration under the Securities Act, or (ii) the PSH
Shares have been registered with the SEC under the 1933 Act pursuant to the
Registration Statement (as defined in the Merger Agreement).


     3.     Request for Registration. The Holders of at least 20% of the
Registrable Stock (the “Initiating Holders”) may request in a written notice
that Parent file a registration statement under the 1933 Act (or a similar
document pursuant to any other statute then in effect corresponding to the 1933
Act) covering the registration of any or all Registrable Stock held by such
Initiating Holders in the manner specified in such notice, provided that there
must be included in such registration an amount of Registrable Stock such that
the anticipated aggregate offering price will exceed $25,000,000. Following
receipt of any notice under this Section 3, Parent shall use its reasonable
best efforts to cause to be registered under the 1933 Act


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 all Registrable Stock that the Initiating Holders have, within thirty (30)
days after Parent has received such notice, in accordance with the manner of
disposition specified in such notice by the Initiating Holders.


     (b)     If the Initiating Holders request that the offering be an underwritten
public offering, the Initiating Holders shall enter into an underwriting
agreement in customary form with the underwriter or underwriters. Such
underwriter or underwriters shall be selected by a majority in interest of the
Initiating Holders and shall be approved by Parent, which approval shall not be
unreasonably withheld.


     (c)     Notwithstanding any provision of this Agreement to the contrary:



		
	 	     (i) Parent shall not be required to effect a registration pursuant
to this Section 3 during the period starting with the date of filing by
Parent of, and ending on a date ninety (90) days following the effective
date of, a registration statement pertaining to a public offering of
securities for the account of Parent or on behalf of the selling
stockholders under any other registration rights agreement that the
Holders have been entitled to join pursuant to Section 4; provided that
Parent shall actively employ in good faith all reasonable efforts to
cause such registration statement to become effective as soon as
possible.
	 
	 	     (ii) if Parent shall furnish to such Holders a written certificate
signed by an officer of Parent stating that, in the good faith opinion of
the board of directors of Parent such registration would interfere with
any material transaction then being pursued by Parent, then Parent’s
obligation to use its reasonable efforts to file a registration statement
shall be deferred for a period not to exceed sixty (60) days, provided
that Parent will only be entitled to make the deferral referred to in
this Section 3(c)(ii) once per year.



     (d)     Parent shall not be obligated to effect more than five registrations
pursuant to this Section 3 (provided, however, that if the PSH Shares are
registered under the 1933 Act pursuant to the Registration Statement (as
defined in the Merger Agreement), Parent shall not be obligated to effect more
than four registrations pursuant to Section 3), provided that a registration
requested pursuant to this Section 3 shall not be deemed to have been effected
for purposes of this Section 3(d) if (i) such registration has not been
declared effective by the Commission, or (ii) the offering of Registrable Stock
pursuant to such registration is subject to any stop order, injunction or other
order or requirement of the Commission (other than any such stop order,
injunction or other requirement of the Commission prompted by any act or
omission of Holders of Registrable Stock) or (iii) such registration has become
effective, it was not maintained effective (other than as a result of the
request of the Holder) for a period of at least thirty (30) days (or such
shorter period ending when all of the Registrable Stock covered thereby has
been disposed of pursuant thereto).


     4.     Incidental Registration. Subject to Section 8, if at any time Parent
determines that it shall file a registration statement under the 1933 Act
(other than a registration statement on a Form S-4 or S-8 or filed in
connection with an exchange offer or an offering of securities solely to
Parent’s existing stockholders) on any form that would also permit the
registration of the Registrable Stock and such filing is to be on its behalf
and/or on behalf of


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 selling holders of its securities for the general registration of its
common stock to be sold for cash, Parent shall each such time promptly give
each Holder written notice of such determination setting forth the date on
which Parent proposes to file such registration statement, which date shall be
no earlier than sixty (60) days from the date of such notice, and advising each
Holder of its right to have Registrable Stock included in such registration.
Upon the written request of any Holder received by Parent no later than thirty
(30) days after the date of Parent’s notice, Parent shall use its reasonable
best efforts to cause to be registered under the 1933 Act all of the
Registrable Stock that each such Holder has so requested to be registered. If,
in the written opinion of the managing underwriter (or, in the case of a
non-underwritten offering, in the written opinion of Parent), the total amount
of such securities to be so registered, including such Registrable Stock, will
exceed the maximum amount of Parent’s securities that can be marketed (i) at a
price reasonably related to the then current market value of such securities,
or (ii) without otherwise materially and adversely affecting the entire
offering, then Parent shall be entitled to reduce the number of shares of
Registrable Stock to that number of shares of Registrable Stock such that, the
maximum amount is not longer exceeded. Such reduction shall be allocated among
all such Holders in proportion (as nearly as practicable) to the amount of
Registrable Stock owed by each Holder at the time of filing the registration
statement.


     5.     Registration on Form S-3. If at any time (i) any Holder of Registrable
Stock requests in writing that Parent file a registration statement on Form S-3
or any successor thereto for a public offering of all or any portion of the
shares of Registrable Stock held by such requesting Holder the reasonably
anticipated aggregate price to the public of which would exceed $25,000,000,
and (ii) Parent is a registrant entitled to use Form S-3 or any successor
thereto to register such shares, then Parent shall use its reasonable efforts
to register under the 1933 Act on Form S-3 or any successor thereto, for public
sale in accordance with the method of disposition specified in such request,
the number of shares of Registrable Stock specified in such request.


     6.     Obligations of Parent. Whenever required under Section 3 or Section 5
to use its reasonable best efforts to effect the registration of any
Registrable Stock, Parent shall, as expeditiously as possible:



		
	 	     (a)     prepare and file with the Commission a registration statement
with respect to such Registrable Stock and use its reasonable best
efforts to cause such registration statement to become and remain
effective for the period of distribution contemplated thereby, determined
as provided hereafter;
	 
	 	     (b)     prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the 1933 Act
with respect to the disposition of all Registrable Stock covered by such
registration statement;
	 
	 	     (c)     use its reasonable efforts to register or qualify the
Registrable Stock covered by such registration statement under such other
securities or blue sky laws of such jurisdiction within the United States
and Puerto Rico as shall be reasonably appropriate for the distribution
of the Registrable Stock covered by the registration



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	 	statement, provided, however, that Parent shall not be required in
connection therewith or as a condition thereto, to qualify to do business
in or to file a general consent to service of process in any jurisdiction
wherein it would not but for the requirements of this paragraph (c) be
obligated to do so; and provided further that Parent shall not be
required to qualify such Registrable Stock in any jurisdiction in which
the securities regulatory authority requires that any Holder submit any
shares of its Registrable Stock to the terms, provisions and restrictions
of any escrow, lockup or similar agreement(s) for consent to sell
Registrable Stock in such jurisdiction unless such Holder agrees to do
so;
	 
	 	     (d)     use its reasonable best efforts to list the Registrable Stock
covered by such registration statement with any securities exchange on
which the Parent Common Stock is then listed or to authorize for
quotation on the National Association of Securities Dealers — Automatic
Quotation System such Registrable Stock;
	 
	 	     (e)     furnish for delivery in connection with the closing of any
offering of Registrable Stock unlegended certificates representing
ownership of the Registrable Stock being sold in such offering in
denominations as shall be requested by Holder or the underwriters of the
offering, if any;
	 
	 	     (f)     furnish to the underwriter of the offering, if any, of such
Registrable Stock an opinion of counsel for Parent and a “cold comfort”
letter signed by Parent’s independent public accountants who have audited
the financial statements of Parent included in the applicable
registration statement, in each case covering substantially such matters
with respect to such registration statement and the related offering as
are customarily covered in such legal opinions and accountants’ letters
and such other matters as the underwriters of the offering, if any, may
request and as would be customary in such a transaction;
	 
	 	     (g)     promptly notify in writing each Holder for whom such Registrable
Stock is covered by such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the 1933
Act, of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made,
and at the request of any such Holder promptly prepare and furnish to
such Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under
which they were made; and
	 
	 	     (h)     use reasonable efforts to assist each Holder in the marketing of
the Registrable Stock covered by such Registration Statement, including,
to the extent reasonably consistent with work commitments of Parent’s
officers, using reasonable good faith efforts to have officers of Parent
attend “road shows” and analyst or investor presentations scheduled in
connection with such registration (provided that Parent will



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	 	only be obligated to provide the assistance described in this clause
(h) in one underwritten offering in which the reasonably anticipated
aggregate offering price to the public in such offering is at least
$100,000,000).



     For purposes of Sections 6(a) and 6(b), the period of distribution of
Registrable Stock in a firm commitment underwritten public offering shall be
deemed to extend until each underwriter has completed the distribution of all
securities purchased by it, and the period of distribution of Registrable Stock
in any other registration shall be deemed to extend until the earlier of the
sale of all Registrable Stock covered thereby and six months after the
effective date thereof.


     7.     Furnish Information. It shall be a condition precedent to the
obligations of Parent to take any action pursuant to this Agreement that the
Holders shall furnish to Parent such information regarding themselves, the
Registrable Stock held by them, and the intended method of disposition of such
securities as Parent shall reasonably request and as shall be required in
connection with the action to be taken by Parent.


     8.     Underwriting Requirements. In connection with any underwritten
offering, Parent shall not be required under Section 4 to include shares of
Registrable Stock in such underwritten offering unless the Holders of such
shares of Registrable Stock accept the terms of the underwriting of such
offering that have been reasonably agreed upon between Parent and the
underwriters selected by Parent.


     9.     Limitation on Registration Rights. Notwithstanding any other
provisions of this Agreement to the contrary, Parent shall not be required to
register any Registrable Stock under this Agreement with respect to any request
or requests made by any Holder after seven and one half years after the date of
this Agreement.


     10.     Lockup. Each Holder shall, in connection with any registration of
Parent’s securities for which such Holder has registration rights hereunder,
upon the request of Parent or the underwriters managing any underwritten
offering of Registrable Stock, agree in writing not to effect any sale,
disposition or distribution of any Registrable Stock (other than that included
in the registration) without the prior written consent of Parent or such
underwriters, as the case may be, for such period of time from the effective
date of such registration as Parent or the underwriters may specify; provided,
however, that all executive officers and directors of Parent shall also have
agreed not to effect any sale, disposition or distribution of any Registrable
Stock under the circumstances and pursuant to the terms set forth in this
Section 10; and provided further that if such Holder elects [several words
illegible] such registration then such Holder shall only be required to agree
to the restrictions set forth herein for a period of 90 days.


     11.     Transfer of Registration Rights. The registration rights of any
Holder under this Agreement with respect to any Registrable Stock may be
transferred to (i) any Affiliate of Penske Corporation, a corporation organized
under the laws of the State of Delaware, that acquires at least five percent
(5%) of such Holder’s shares of Registrable Stock (adjusted for stock splits
and stock consolidations after the effective date of this Agreement) or (ii) an
Assignee’s heirs, devisees or legatees; provided, however, that (i) the
transferring Holder shall give Parent written notice at or prior to the time of
such transfer stating the name and address of the transferee and identifying
the securities with respect to which the rights under this Agreement


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 are being transferred; (ii) such transferee shall agree in writing, in
form and substance reasonably satisfactory to Parent, to be bound as a Holder
by the provisions of this Agreement; and (iii) immediately following such
transfer the further disposition of such securities by such transferee is
restricted under the 1933 Act. Except as set forth in this Section 11, no
transfer of Registrable Stock shall cause such Registrable Stock to lose such
status.


     12.     Expenses of Registration. All expenses incurred in connection with
each registration pursuant to Section 3, Section 4 and Section 5 of this
Agreement, excluding underwriters’ discounts and commissions and the fees and
disbursements of counsel for the selling Holders (which counsel shall be
selected by the Holders holding a majority in interest of the Registrable Stock
being registered), but including without limitation all registration, filing
and qualification fees, word processing, duplicating, printers’ and accounting
fees (including the expenses of any special audits or “cold comfort” letters
required by or incident to such performance and compliance), fees of the
National Association of Securities Dealers, Inc. or listing fees, all fees and
expenses of complying with state securities or blue sky laws, and fees and
disbursements of counsel for Parent shall be paid by Parent; provided, however,
that if a registration request pursuant to Section 3 of this Agreement is
subsequently withdrawn at the request of the Holders of a number of shares of
Registrable Stock such that the remaining Holders requesting registration would
not have been able to request registration under the provisions of Section 3 of
this Agreement, such withdrawing Holders shall bear such expenses unless such
withdrawing Holders shall forfeit their right to one requested registration
pursuant to Section 3 of this Agreement; and provided further that if a
registration request pursuant to Section 5 of this Agreement is subsequently
withdrawn at the request of the Holders of a number of shares of Registrable
Stock such that the remaining Holders requesting registration would not have
been able to request registration under Section 5 of this Agreement, Parent
shall not be required to pay any expenses of such registration proceeding, and
such withdrawing Holders shall bear such expenses. The Holders shall bear and
pay the underwriting commissions and discounts applicable to securities offered
for their account in connection with any registrations, filings and
qualifications made pursuant to this Agreement.


     13.     Indemnification. In the event any Registrable Stock is included in a
registration statement under this Agreement:



		
	 	     (a)     Parent shall indemnify and hold harmless each Holder, such
Holder’s directors and officers, each person who participates in the
offering of such Registrable Stock, including underwriters (as defined in
the 1933 Act), and each person, if any, who controls such Holder or
participating person within the meaning of the 1933 Act, against any
losses, claims, damages or liabilities, joint or several, to which they
may become subject under the 1933 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or proceedings in respect
thereof) arise out of or are based on any untrue or alleged untrue
statement of any material fact contained in such registration statement
on the effective date thereof (including any prospectus filed under Rule
424 under the 1933 Act or any amendments or supplements thereto) or arise
out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse each such
Holder, such Holder’s directors and officers, such participating person
or controlling person for any legal or other expenses reasonably incurred
by them (but not in excess of



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	 	expenses incurred in respect of one counsel for all of them unless
there is an actual conflict of interest between any indemnified parties,
which indemnified parties may be represented by separate counsel) in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement
contained in this Section 13(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of Parent; and provided
further that Parent shall not be liable to any Holder, such Holder’s
directors and officers, participating person or controlling person in any
such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in
connection with such registration statement, preliminary prospectus,
final prospectus or amendments or supplements thereto, in reliance upon
and in conformity with written information furnished expressly for use in
connection with such registration by any such Holder, such Holder’s
directors and officers, participating person or controlling person. Such
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of any such Holder, such Holder’s
directors and officers, participating person or controlling person, and
shall survive the transfer of such securities by such Holder.
	 
	 	     (b)     Each Holder requesting or joining in a registration severally
and not jointly shall indemnify and hold harmless Parent, each of its
directors and officers, each person, if any, who controls Parent within
the meaning of the 1933 Act and each agent and any underwriter for Parent
(within the meaning of the 1933 Act) against any losses, claims, damages
or liabilities, joint or several, to which Parent or any such director,
officer, controlling person, agent or underwriter may become subject,
under the 1933 Act or otherwise, insofar as such losses, claims, damages
or liabilities (or proceedings in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any
material fact contained in such registration statement on the effective
date thereof (including any prospectus filed under Rule 424 under the
1933 Act or any amendments or supplements thereto) or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in such registration statement,
preliminary or final prospectus, or amendments or supplements thereto, in
reliance upon and in conformity with written information furnished by or
on behalf of such Holder expressly for use in connection with such
registration; and each such Holder shall reimburse any legal or other
expenses reasonably incurred by Parent or any such director, officer,
controlling person, agent or underwriter (but not in excess of expenses
incurred in respect of one counsel for all of them unless there is an
actual conflict of interest between any indemnified parties, which
indemnified parties may be represented by separate counsel) in connection
with investigating or defending any such loss, claim, damage, liability
or action; provided, however, that the indemnity agreement contained in
this Section 13(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is
effected without the consent of such Holder; and provided further that
the liability of each Holder hereunder shall be limited to the proportion
of any such loss, claim, damage, liability or expense that is equal to
the proportion that the net proceeds



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	 	from the sale of the shares sold by such Holder under such
registration statement bears to the total net proceeds from the sale of
all securities sold thereunder, but not in any event to exceed the net
proceeds received by such Holder from the sale of Registrable Stock
covered by such registration statement.
	 
	 	     (c)     Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section, notify the indemnifying party in
writing of the commencement thereof and the indemnifying party shall have
the right to participate in and assume the defense thereof with counsel
selected by the indemnifying party and reasonably satisfactory to the
indemnified party; provided, however, that an indemnified party shall
have the right to retain its own counsel, with all fees and expenses
thereof to be paid by such indemnified party, and to be apprised of all
progress in any proceeding the defense of which has been assumed by the
indemnifying party. The failure to notify an indemnifying party promptly
of the commencement of any such action, if and to the extent prejudicial
to its ability to defend such action, shall relieve such indemnifying
party of any liability to the indemnified party under this Section, but
the omission so to notify the indemnifying party will not relieve it of
any liability that it may have to any indemnified party otherwise than
under this Section.
	 
	 	     (d)     To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and indemnified party in
connection with the actions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of material
fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by, such indemnifying party
or indemnified party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the losses, claims,
damages or liabilities referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding.
	 
	 	               No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.



     14.     Successors and Assigns. Except as otherwise expressly provided
herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
hereto. Except as expressly provided in this Agreement, nothing in this
Agreement, express or implied, is intended to confer upon any person other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement.


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     15.     Governing Law; Forum. This Agreement shall be governed by, and
construed in accordance with, the Laws of the State of New York applicable to
contracts executed in and to be performed in that state and without regard to
any applicable conflicts of law. All actions and proceedings arising out of or
relating to this Agreement may be heard and determined in any State or federal
court of competent jurisdiction located in the County of New York, State of New
York. In connection therewith, each of the parties to this Agreement
irrevocably (i) consents to submit itself to the personal jurisdiction of the
State and federal courts of competent jurisdiction located in the County of New
York, State of New York in the event any dispute arises out of this Agreement
or any of the transactions contemplated by this Agreement, and (ii) agrees that
it will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court.


     (b)     Each of the parties hereto irrevocably and unconditionally waives all
right to trial by jury in any action, proceeding or counterclaim (whether based
in contract, tort or otherwise) arising out of or relating to this Agreement or
the actions of the parties hereto in the negotiation, administration,
performance and enforcement thereof.


     16.     Counterparts; Titles. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The titles of the
Sections of this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.


     17.     Notices. Any notice required or permitted under this Agreement shall
be in writing and shall be delivered in person or mailed by certified or
registered mail, return receipt requested, or telexed in the case of non-U.S.
residents, directed (a) to Parent at the address set forth below its signature
hereof or (b) to a Holder at the address therefor as set forth in Parent’s
records or, in any such case, at such other address or addresses as shall have
been furnished in writing by such party to the others. The giving of any
notice required hereunder may be waived in writing by the parties hereto.
Every notice or other communication hereunder shall be deemed to have been duly
given or served on the date on which personally delivered, or on the date
actually received, if sent by mail or telex, with receipt acknowledged.


     18.     Amendments and Waivers. Any provision of this Agreement may be
amended and the observance of any provision of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Parent and the Holders of at
least two-thirds of the Registrable Stock. Any amendment or waiver effected in
accordance with this Section 18 shall be binding upon each Holder of any
securities subject to this Agreement at the time outstanding (including
securities into which such securities are convertible), each future Holder and
all such securities, and Parent.


     19.     Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provisions shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if
such provisions were so excluded and shall be enforceable in accordance with
its terms.


     20.     Entire Agreement. All prior agreements of the parties concerning the
subject matter of this Agreement are expressly superseded by this Agreement.
This Agreement
contains the entire Agreement of the parties concerning the subject matter
hereof. Any oral representations or modifications of this Agreement shall be
of no effect.


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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.



	 	 	 	 	 
	 	 	INTERNATIONAL SPEEDWAY

CORPORATION
	 
	 	 	 	 	 
	 
	 	 	
By:
	 	/s/ William C. France



Name:William C. France

Title:Chairman of the Board and

Chief Executive Officer
	 
	 	 	 	 	 
	 
	 	 	1801 W. International Speedway Blvd.

Daytona Beach, FL 32114

Attention: W. Garret Crotty, Esq.

Telecopier: (904) 947-6884
	 
	 	 	 	 	 
	 
	 	 	PENSKE PERFORMANCE, INC.
	 
	 	 	 	 	 
	 
	 	 	
By:	 	/s/ Roger S. Penske



Name: Roger S. Penske

Title: President
	 
	 	 	 	 	 
	 
	 	 	13400 West Outer Drive

Detroit, MI 48239-4001

Attention: Robert H. Kurnick, Jr., Esq.

Telecopier: (313) 592-7732




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