exv10w1






Exhibit 10.1




 
 





International Speedway Corporation




$65,000,000 4.63% Series 2011A Senior Notes

due January 18, 2021




 






Note Purchase Agreement




 






Dated as of January 18, 2011




 
 













 









 








Table of Contents




	 	 	 	 	 	 	 	 	 
	Section	 	 	Heading	 	Page	 
	Section 1.	 	Authorization of Notes
	 	 	 1	 
	 	 	 	 	 
	 	 	 	 
	Section 1.1.
	 	Description of Notes
	 	 	1	 
	Section 1.2.
	 	Interest Rate
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	Section 2.	 	Sale and Purchase of Notes
	 	 	 2	 
	 	 	 	 	 
	 	 	 	 
	Section 2.1.
	 	Series 2011A Notes
	 	 	2	 
	Section 2.2.
	 	Additional Series of Notes
	 	 	2	 
	Section 2.3.
	 	Subsidiary Guaranty
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	Section 3.	 	Closing
	 	 	 4	 
	 	 	 	 	 
	 	 	 	 
	Section 4.	 	Conditions to Closing
	 	 	 4	 
	 	 	 	 	 
	 	 	 	 
	Section 4.1.
	 	Representations and Warranties
	 	 	4	 
	Section 4.2.
	 	Performance; No Default
	 	 	5	 
	Section 4.3.
	 	Compliance Certificates
	 	 	5	 
	Section 4.4.
	 	Opinions of Counsel
	 	 	5	 
	Section 4.5.
	 	Purchase Permitted By Applicable Law, Etc.
	 	 	6	 
	Section 4.6.
	 	Sale of Other Notes
	 	 	6	 
	Section 4.7.
	 	Payment of Special Counsel Fees
	 	 	6	 
	Section 4.8.
	 	Private Placement Number
	 	 	6	 
	Section 4.9.
	 	Changes in Corporate Structure
	 	 	6	 
	Section 4.10.
	 	Subsidiary Guaranty
	 	 	6	 
	Section 4.11.
	 	Funding Instructions
	 	 	6	 
	Section 4.12.
	 	Proceedings and Documents
	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	Section 5.	 	Representations and Warranties of the Company
	 	 	 7	 
	 	 	 	 	 
	 	 	 	 
	Section 5.1.
	 	Organization; Power and Authority
	 	 	7	 
	Section 5.2.
	 	Authorization, Etc.
	 	 	7	 
	Section 5.3.
	 	Disclosure
	 	 	7	 
	Section 5.4.
	 	Organization and Ownership of Shares of Subsidiaries
	 	 	8	 
	Section 5.5.
	 	Financial Statements; Material Liabilities
	 	 	8	 
	Section 5.6.
	 	Compliance with Laws, Other Instruments, Etc.
	 	 	9	 
	Section 5.7.
	 	Governmental Authorizations, Etc.
	 	 	9	 
	Section 5.8.
	 	Litigation; Observance of Agreements, Statutes and Orders
	 	 	9	 
	Section 5.9.
	 	Taxes
	 	 	9	 
	Section 5.10.
	 	Title to Property; Leases
	 	 	10	 
	Section 5.11.
	 	Licenses, Permits, Etc.
	 	 	10	 
	Section 5.12.
	 	Compliance with ERISA
	 	 	10	 
	Section 5.13.
	 	Private Offering by the Company
	 	 	11	 






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	Section	 	 	Heading	 	Page	 
	Section 5.14.
	 	Use of Proceeds; Margin Regulations
	 	 	11	 
	Section 5.15.
	 	Existing Indebtedness; Future Liens
	 	 	12	 
	Section 5.16.
	 	Foreign Assets Control Regulations, Etc.
	 	 	12	 
	Section 5.17.
	 	Status under Certain Statutes
	 	 	13	 
	Section 5.18.
	 	Environmental Matters
	 	 	13	 
	Section 5.19.
	 	Notes Rank Pari Passu
	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	Section 6.	 	Representations of the Purchaser
	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	Section 6.1.
	 	Purchase for Investment
	 	 	13	 
	Section 6.2.
	 	Accredited Investor
	 	 	14	 
	Section 6.3.
	 	Source of Funds
	 	 	14	 
	 	 	 	 	 
	 	 	 	 
	Section 7.	 	Information as to Company
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	Section 7.1.
	 	Financial and Business Information
	 	 	16	 
	Section 7.2.
	 	Officer’s Certificate
	 	 	18	 
	Section 7.3.
	 	Visitation
	 	 	19	 
	 	 	 	 	 
	 	 	 	 
	Section 8.	 	Payment of the Notes
	 	 	19	 
	 	 	 	 	 
	 	 	 	 
	Section 8.1.
	 	Required Prepayments
	 	 	19	 
	Section 8.2.
	 	Optional Prepayments with Make-Whole Amount
	 	 	20	 
	Section 8.3.
	 	Allocation of Partial Prepayments
	 	 	20	 
	Section 8.4.
	 	Maturity; Surrender, Etc.
	 	 	20	 
	Section 8.5.
	 	Purchase of Notes
	 	 	20	 
	Section 8.6.
	 	Make Whole Amount for the Series 2011A Notes
	 	 	21	 
	Section 8.7.
	 	Change in Control
	 	 	22	 
	Section 8.8.
	 	Prepayment in Connection with Asset Sales
	 	 	23	 
	 	 	 	 	 
	 	 	 	 
	Section 9.	 	Affirmative Covenants
	 	 	24	 
	 	 	 	 	 
	 	 	 	 
	Section 9.1.
	 	Compliance with Law
	 	 	24	 
	Section 9.2.
	 	Insurance
	 	 	24	 
	Section 9.3.
	 	Maintenance of Properties
	 	 	24	 
	Section 9.4.
	 	Payment of Taxes and Claims
	 	 	24	 
	Section 9.5.
	 	Corporate Existence, Etc.
	 	 	25	 
	Section 9.6.
	 	Notes to Rank Pari Passu
	 	 	25	 
	Section 9.7.
	 	Additional Subsidiary Guarantors
	 	 	25	 
	Section 9.8.
	 	Books and Records
	 	 	26	 
	 	 	 	 	 
	 	 	 	 
	Section 10.	 	Negative Covenants
	 	 	26	 
	 	 	 	 	 
	 	 	 	 
	Section 10.1.
	 	Leverage Ratio
	 	 	26	 
	Section 10.2.
	 	Interest Coverage Ratio
	 	 	26	 
	Section 10.3.
	 	Priority Debt
	 	 	26	 
	Section 10.4.
	 	Limitation on Liens
	 	 	26	 
	Section 10.5.
	 	Sales of Assets
	 	 	29	 
	Section 10.6.
	 	Merger and Consolidation
	 	 	29	 






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	Section	 	 	Heading	 	Page	 
	Section 10.7.
	 	Transactions with Affiliates
	 	 	30	 
	Section 10.8.
	 	Terrorism Sanctions Regulations
	 	 	31	 
	 	 	 	 	 
	 	 	 	 
	Section 11.	 	Events of Default
	 	 	31	 
	 	 	 	 	 
	 	 	 	 
	Section 12.	 	Remedies on Default, Etc.
	 	 	33	 
	 	 	 	 	 
	 	 	 	 
	Section 12.1.
	 	Acceleration
	 	 	33	 
	Section 12.2.
	 	Other Remedies
	 	 	34	 
	Section 12.3.
	 	Rescission
	 	 	34	 
	Section 12.4.
	 	No Waivers or Election of Remedies, Expenses, Etc.
	 	 	35	 
	 	 	 	 	 
	 	 	 	 
	Section 13.	 	Registration; Exchange; Substitution of Notes
	 	 	35	 
	 	 	 	 	 
	 	 	 	 
	Section 13.1.
	 	Registration of Notes
	 	 	35	 
	Section 13.2.
	 	Transfer and Exchange of Notes
	 	 	35	 
	Section 13.3.
	 	Replacement of Notes
	 	 	36	 
	 	 	 	 	 
	 	 	 	 
	Section 14.	 	Payments on Notes
	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	Section 14.1.
	 	Place of Payment
	 	 	37	 
	Section 14.2.
	 	Home Office Payment
	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	Section 15.	 	Expenses, Etc.
	 	 	38	 
	 	 	 	 	 
	 	 	 	 
	Section 15.1.
	 	Transaction Expenses
	 	 	38	 
	Section 15.2.
	 	Survival
	 	 	38	 
	 	 	 	 	 
	 	 	 	 
	Section 16.	 	Survival of Representations and Warranties; Entire Agreement
	 	 	38	 
	 	 	 	 	 
	 	 	 	 
	Section 17.	 	Amendment and Waiver
	 	 	39	 
	 	 	 	 	 
	 	 	 	 
	Section 17.1.
	 	Requirements
	 	 	39	 
	Section 17.2.
	 	Solicitation of Holders of Notes
	 	 	39	 
	Section 17.3.
	 	Binding Effect, Etc.
	 	 	40	 
	Section 17.4.
	 	Notes Held by Company, Etc.
	 	 	40	 
	 	 	 	 	 
	 	 	 	 
	Section 18.	 	Notices
	 	 	40	 
	 	 	 	 	 
	 	 	 	 
	Section 19.	 	Reproduction of Documents
	 	 	41	 
	 	 	 	 	 
	 	 	 	 
	Section 20.	 	Confidential Information
	 	 	41	 
	 	 	 	 	 
	 	 	 	 
	Section 21.	 	Substitution of Purchaser
	 	 	42	 
	 	 	 	 	 
	 	 	 	 
	Section 22.	 	Miscellaneous
	 	 	43	 
	 	 	 	 	 
	 	 	 	 
	Section 22.1.
	 	Successors and Assigns
	 	 	43	 






-iii-









 






	 	 	 	 	 	 	 	 	 
	Section	 	 	Heading	 	Page	 
	Section 22.2.
	 	Payments Due on Non-Business Days
	 	 	43	 
	Section 22.3.
	 	Accounting Terms
	 	 	43	 
	Section 22.4.
	 	Severability
	 	 	43	 
	Section 22.5.
	 	Construction
	 	 	43	 
	Section 22.6.
	 	Counterparts
	 	 	44	 
	Section 22.7.
	 	Governing Law
	 	 	44	 
	Section 22.8.
	 	Jurisdiction and Process; Waiver of Jury Trial
	 	 	44	 






-iv-









 






	 	 	 	 	 

	Schedule A

	 	—
	 	Information Relating to Purchasers
	 
	 	 	 	 
	Schedule B

	 	—
	 	Defined Terms
	 
	 	 	 	 
	Schedule 4.9

	 	—
	 	Changes in Corporate Structure
	 
	 	 	 	 
	Schedule 5.4

	 	—
	 	Subsidiaries of the Company, Ownership of Subsidiary Stock
	 
	 	 	 	 
	Schedule 5.5

	 	—
	 	Financial Statements
	 
	 	 	 	 
	Schedule 5.11

	 	—
	 	Licenses, Permits, Etc.
	 
	 	 	 	 
	Schedule 5.15

	 	—
	 	Existing Indebtedness
	 
	 	 	 	 
	Schedule 10.4

	 	—
	 	Existing Liens
	 
	 	 	 	 
	Exhibit 1

	 	—
	 	Form of 4.63% Series 2011A Senior Notes due January 18, 2021
	 
	 	 	 	 
	Exhibit 2.3

	 	—
	 	Form of Subsidiary Guaranty
	 
	 	 	 	 
	Exhibit 4.4(a)

	 	—
	 	Form of Opinion of General Counsel to the Company
	 
	 	 	 	 
	Exhibit 4.4(b)

	 	—
	 	Form of Opinion of Special Counsel to the Company
	 
	 	 	 	 
	Exhibit 4.4(c)

	 	—
	 	Form of Opinion of Special Counsel to the Purchasers
	 
	 	 	 	 
	Exhibit S

	 	—
	 	Form of Supplement to Note Purchase Agreement







 -v-











 





International Speedway Corporation

1801 W. Int Speedway Blvd.

Daytona Beach, FL 32114-1243




$65,000,000 4.63% Series 2011A Senior Notes

due January 18, 2021




Dated as of

January 18, 2011




To the Purchasers Listed in

the Attached Schedule A:



Ladies and Gentlemen:




     International Speedway Corporation, a Florida corporation (the “Company”), agrees
with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase
Agreement (this “Agreement”) as follows:



Section 1. Authorization of Notes.




     Section 1.1. Description of Notes. The Company will authorize the issue and sale of the
following Senior Notes:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Aggregate	 	 	 	 
	 	 	Series and/or	 	Principal	 	 	 	 
	Issue	 	Tranche	 	Amount	 	Interest Rate	 	Maturity Date
	 
	Senior Notes
	 	Series 2011A	 	$65,000,000	 	4.63%	 	January 18, 2021






     The Senior Notes described above together with each Series of Additional Notes that may from
time to time be issued pursuant to the provisions of Section 2.2 are collectively referred to as
the “Notes” (such term shall also include any such notes issued in substitution therefor pursuant
to Section 13 of this Agreement). The Series 2011A Notes shall be substantially in the form set
out in Exhibit 1, with such changes therefrom, if any, as may be approved by the Purchasers and the
Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to
a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached
to this Agreement.



     Section 1.2. Interest Rate. (a) The Series 2011A Notes shall bear interest (computed on the
basis of a 360-day year of twelve 30-day months) on the unpaid principal thereof from the date of
issuance at its respective stated rate of interest payable semi annually in arrears on the 18th day
of January and July in each year and at maturity commencing on July 18, 2011, until such principal
sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise)
and, to the extent permitted by law, at the applicable Default Rate on



 









 




overdue payment of interest and, during the
continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make
Whole Amount until paid.




Section 2. Sale and Purchase of Notes.




     Section 2.1. Series 2011A Notes. Subject to the terms and conditions of this Agreement, the
Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at
the Closing provided for in Section 3, the Series 2011A Notes in the principal amount specified
opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount
thereof. The obligations of each Purchaser hereunder are several and not joint obligations and
each Purchaser shall have no obligation and no liability to any Person for the performance or
nonperformance by any other Purchaser hereunder.



     Section 2.2. Additional Series of Notes. The Company may, from time to time, in its sole
discretion but subject to the terms hereof, issue and sell one or more additional Series of its
unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a
“Supplement”) substantially in the form of Exhibit S, provided that the aggregate principal amount
of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this
Section 2.2 shall not exceed $400,000,000. Each additional Series of Notes (the “Additional
Notes”) issued pursuant to a Supplement shall be subject to the following terms and conditions:




     (i) each Series of Additional Notes, when so issued, shall be differentiated from all
previous Series by sequential alphabetical designation inscribed thereon;




     (ii) Additional Notes of the same Series may consist of more than one different and
separate tranches and may differ with respect to outstanding principal amounts, maturity
dates, interest rates and premiums, if any, and price and terms of redemption or payment
prior to maturity, but all such different and separate tranches of the same Series shall
vote as a single class and constitute one Series;




     (iii) each Series of Additional Notes shall be dated the date of issue, bear interest
at such rate or rates, mature on such date or dates, be subject to such mandatory and
optional prepayment on the dates and at the premiums, if any, have such additional or
different conditions precedent to closing, such representations and warranties and such
additional covenants as shall be specified in the Supplement under which such Additional
Notes are issued and upon execution of any such Supplement, this Agreement shall be amended
(a) to reflect such additional covenants without further action on the part of the holders
of the Notes outstanding under this Agreement, provided, that any such additional covenants
shall inure to the benefit of all holders of Notes so long as any Additional Notes issued
pursuant to such Supplement remain outstanding, and (b) to reflect such representations and
warranties as are contained in such Supplement for the benefit of the holders of such
Additional Notes in accordance with the provisions of Section 17;




     (iv) each Series of Additional Notes issued under this Agreement shall be in
substantially the form of Exhibit 1 to Exhibit S hereto with such variations, omissions and
insertions as are necessary or permitted hereunder;



-2-









 






     (v) the minimum principal amount of any Note issued under a Supplement shall be
$100,000, except as may be necessary to evidence the outstanding amount of any Note
originally issued in a denomination of $100,000 or more;




     (vi) all Additional Notes shall constitute Senior Indebtedness of the Company and shall
rank pari passu with all other outstanding Notes; and




     (vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof
and after giving effect to the application of the proceeds thereof, any Default or Event of
Default shall have occurred and be continuing.



     The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject
to the following conditions precedent, in addition to the conditions specified in the Supplement
pursuant to which such Additional Notes may be issued:




     (a) Compliance Certificate. A duly authorized Senior Financial Officer shall execute
and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate
dated the date of issue of such Series of Additional Notes stating that such officer has
reviewed the provisions of this Agreement (including any Supplements hereto) and setting
forth the information and computations (in sufficient detail) required in order to establish
whether after giving effect to the issuance of the Additional Notes and after giving effect
to the application of the proceeds thereof, the Company is in compliance with the
requirements of Section 10.1 on such date (based upon the financial statements for the most
recent fiscal quarter ended prior to the date of such certificate).




     (b) Execution and Delivery of Supplement. The Company and each such Additional
Purchaser shall execute and deliver to each other a Supplement substantially in the form of
Exhibit S hereto.




     (c) Representations of Additional Purchasers. Each Additional Purchaser shall have
confirmed in the Supplement that the representations set forth in Section 6 are true with
respect to such Additional Purchaser on and as of the date of issue of the Additional Notes.




     (d) Execution and Delivery of Guaranty Ratification. Provided a Guarantor Release
shall not have occurred, each Subsidiary Guarantor shall execute and deliver a Guaranty
Ratification substantially in the form attached to the Subsidiary Guaranty.



     Section 2.3. Subsidiary Guaranty. (a) The payment by the Company of all amounts due with
respect to the Notes and the performance by the Company of its obligations under this Agreement
will be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the
Subsidiary Guaranty Agreement dated as of even date herewith, which shall be substantially in the form of Exhibit 2.3
attached hereto, and otherwise in accordance with the provisions of Section 9.7 hereof (the
“Subsidiary Guaranty”).



-3-









 





     (b) Subject to Section 9.7(a), the holders of the Notes agree to discharge and release any
Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided
that (i) such Subsidiary Guarantor has been released and discharged (or will be released and
discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary
Guaranty) as an obligor and guarantor under and in respect of the Bank Credit Agreement and the
Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at
the time of such release and discharge, the Company shall deliver a certificate of a Responsible
Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii)
if any fee or other form of consideration is given to any holder of Indebtedness of the Company
expressly for the purpose of such release, holders of the Notes shall receive equivalent
consideration (a “Guarantor Release”).



Section 3. Closing.




     The sale and purchase of the Series 2011A Notes to be purchased by each Purchaser shall occur
at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603 at 10:00
a.m. Central time, at a closing (the “Closing”) on January 18, 2011 or on such other Business Day
thereafter on or prior to January 31, 2011 as may be agreed upon by the Company and the Purchasers.
On the Closing Date, the Company will deliver to each Purchaser the Series 2011A Notes to be
purchased by such Purchaser in the form of a single Series 2011A Note (or such greater number of
Series 2011A Notes in denominations of at least $100,000 as such Purchaser may request) dated the
date of the Closing Date and registered in such Purchaser’s name (or in the name of such
Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire transfer of immediately
available funds for the account of the Company to Account Number 898033992669, at Bank of America,
Tampa, FL, ABA Number 026009593, in the Account Name of “International Speedway Corporation.” If,
on the Closing Date, the Company shall fail to tender such Series 2011A Notes to any Purchaser as
provided above in this Section 3, or any of the conditions specified in Section 4 shall not have
been fulfilled to any Purchaser’s reasonable satisfaction, such Purchaser shall, at such
Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby
waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.



Section 4. Conditions to Closing.




     Each Purchaser’s obligation to purchase and pay for the Series 2011A Notes to be sold to such
Purchaser at the Closing is subject to the fulfillment to such Purchaser’s reasonable satisfaction,
prior to or at the Closing, of the following conditions:



     Section 4.1. Representations and Warranties.




     (a) Representations and Warranties of the Company. The representations and warranties
of the Company in this Agreement shall be correct when made and at the time of the Closing.



-4-









 






     (b) Representations and Warranties of the Subsidiary Guarantors. The representations
and warranties of the Subsidiary Guarantors in the Subsidiary Guaranty shall be correct when
made and at the time of the Closing.



     Section 4.2. Performance; No Default. The Company and each Subsidiary Guarantor shall have
performed and complied with all agreements and conditions contained in this Agreement and the
Subsidiary Guaranty required to be performed or complied with by the Company and each such
Subsidiary Guarantor prior to or at the Closing, and after giving effect to the issue and sale of
the Series 2011A Notes (and the application of the proceeds thereof as contemplated by Section
5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company
nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that
would have been prohibited by Section 10 hereof had such Sections applied since such date.



     Section 4.3. Compliance Certificates.




     (a) Officer’s Certificate of the Company. The Company shall have delivered to such
Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions
specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.




     (b) Secretary’s Certificate of the Company. The Company shall have delivered to such
Purchaser a certificate of its Secretary or Assistant Secretary, dated the Closing Date,
certifying as to the resolutions attached thereto and other corporate proceedings relating
to the authorization, execution and delivery of the Series 2011A Notes and this Agreement.




     (c) Officer’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor
shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date,
certifying that the conditions specified in Sections 4.1(b), 4.2 and 4.9 have been
fulfilled.




     (d) Secretary’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor
shall have delivered to such Purchaser a certificate of its Secretary or Assistant
Secretary, dated the Closing Date, certifying as to the resolutions attached thereto and
other corporate proceedings relating to the authorization, execution and delivery of the
Subsidiary Guaranty.



     Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and
substance satisfactory to such Purchaser, dated the Closing Date (a) from Gary Crotty, General
Counsel of the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other
matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the
Company hereby instructs its counsel to deliver such opinion to the Purchasers), (b) from Baker
Botts L.L.P., special counsel for the Company, covering the matters set forth in Exhibit 4.4(b) and
covering such other matters incident to the transactions contemplated hereby as such Purchaser or
its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such
opinion to the Purchasers), and (c) from



-5-









 




Chapman and Cutler LLP, the Purchasers’ special counsel in
connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and
covering such other matters incident to such transactions as such Purchaser may reasonably request.




     Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing such
Purchaser’s purchase of Series 2011A Notes shall (a) be permitted by the laws and regulations of
each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as
section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance
companies without restriction as to the character of the particular investment, (b) not violate any
applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of
Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or regulation was not in
effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an
Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably
specify to enable such Purchaser to determine whether such purchase is so permitted.



     Section 4.6. Sale of Other Notes. Contemporaneously with the Closing the Company shall sell
to each other Purchaser and each other Purchaser shall purchase the Series 2011A Notes to be
purchased by it at the Closing as specified in Schedule A.



     Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section
15.1, the Company shall have paid on or before the Closing Date, the reasonable fees, reasonable
charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4
to the extent reflected in a statement of such counsel rendered to the Company at least one
Business Day prior to the Closing Date.



     Section 4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’s
CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners) shall have been obtained for the Series 2011A Notes.



     Section 4.9. Changes in Corporate Structure. Neither the Company nor any Subsidiary Guarantor
shall have changed its jurisdiction of organization or, except as reflected in Schedule 4.9, been a
party to any merger or consolidation, or shall have succeeded to all or any substantial part of the
liabilities of any other entity, at any time following the date of the most recent financial
statements referred to in Schedule 5.5.



     Section 4.10. Subsidiary Guaranty. The Subsidiary Guaranty shall have been duly authorized,
executed and delivered by each Subsidiary Guarantor, shall constitute the legal, valid and binding
contract and agreement of each Subsidiary Guarantor and such Purchaser shall have received a true,
correct and complete copy thereof.



     Section 4.11. Funding Instructions. At least three Business Days prior to the date of the
Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on
letterhead of the Company confirming (i) the name and address of the transferee bank, (ii)



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such
transferee bank’s ABA number and (iii) the account name and number into which the purchase price
for the Series 2011A Notes is to be deposited.




     Section 4.12. Proceedings and Documents. All corporate and other organizational proceedings
in connection with the transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be satisfactory to such Purchaser and its special
counsel, and such Purchaser and its special counsel shall have received all such counterpart
originals or certified or other copies of such documents as such Purchaser or such special counsel
may reasonably request.



Section 5. Representations and Warranties of the Company.




     The Company represents and warrants to each Purchaser that:



     Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation, and is
duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. The Company has the corporate power and authority to own or
hold under lease the properties it purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this Agreement and the Series 2011A
Notes and to perform the provisions hereof and thereof.



     Section 5.2. Authorization, Etc. This Agreement and the Notes to be issued on the Closing
Date have been duly authorized by all necessary corporate action on the part of the Company, and
this Agreement constitutes, and upon execution and delivery thereof each such Note will constitute,
a legal, valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).



     Section 5.3. Disclosure. The Company, through its agent, Banc of America Securities LLC, has
delivered to you and each other Purchaser a copy of a Private Placement Memorandum, dated November
2010 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly
describes, in all material respects, the general nature of the business and principal properties of
the Company and its Subsidiaries. This Agreement, the Memorandum, information contained in public
filings with the Securities and Exchange Commission from and after November 30, 2009 (“Public
Filings”), the documents, certificates or other writings delivered to the Purchasers by or on
behalf of the Company in connection with the transactions contemplated hereby and the financial
statements listed in Schedule 5.5, in each case, delivered (or deemed delivered for purposes of
Public Filings) to the Purchasers prior to November 23, 2010 (this Agreement, the Memorandum, the
Public Filings and such documents, certificates or other writings and such financial statements
being referred



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to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain
any untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they were made. Except
as disclosed in the Disclosure Documents, since November 30, 2009, there has been no change in the
financial condition, operations, business or properties of the Company or any of its Subsidiaries
except changes that individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect. There is no fact known to the Company that would reasonably be expected
to have a Material Adverse Effect that has not been set forth herein or in the Disclosure
Documents. The Company makes no representations as to projections contained in the Disclosure
Documents other than that such projections are based on information that the Company believed to be
accurate as of the date of such projections, and that such projections were calculated in a manner
the Company believed to be reasonable as of the date of such projections.




     Section 5.4. Organization and Ownership of Shares of Subsidiaries. Schedule 5.4 contains
(except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to
each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage
of shares of each class of its capital stock or similar equity interests outstanding owned by the
Company and each other Subsidiary.




     (a) All of the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have
been validly issued, are fully paid and nonassessable and are owned by the Company or
another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule
5.4).




     (b) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity
duly organized, validly existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal entity and is in
good standing in each jurisdiction in which such qualification is required by law, other
than those jurisdictions as to which the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease
and to transact the business it transacts and proposes to transact.




     (c) No Subsidiary is a party to, or otherwise subject to, any legal restriction or any
agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary
limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to
pay dividends out of profits or make any other similar distributions of profits to the
Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar
equity interests of such Subsidiary.



     Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each
Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule
5.5. All of said financial statements (including in each case the related schedules and



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notes)
fairly present in all material respects the consolidated financial position of the Company and its
Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of
their operations and cash flows for the respective periods so specified and have been prepared in
accordance with GAAP consistently applied throughout the periods involved except as set forth in
the notes thereto (subject, in the case of any interim financial statements, to normal year-end
adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not
disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.




     Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and
performance by the Company of this Agreement and the Series 2011A Notes will not (a) contravene,
result in any breach of, or constitute a default under, or result in the creation of any Lien in
respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of
trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other
Material agreement or instrument to which the Company or any Subsidiary is bound or by which the
Company or any Subsidiary or any of their respective properties may be bound or affected, (b)
conflict with or result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the
Company or any Subsidiary, or (c) violate any provision of any statute or other rule or regulation
of any Governmental Authority applicable to the Company or any Subsidiary.



     Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Authority is required in connection with
the execution, delivery or performance by the Company of this Agreement or the Series 2011A Notes.



     Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a) There are no
actions, suits, investigations or proceedings pending or, to the knowledge of the Company,
threatened against or affecting the Company or any Subsidiary or any property of the Company or any
Subsidiary in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, would reasonably be expected to have
a Material Adverse Effect.



     (b) Neither the Company nor any Subsidiary is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling
of any court, arbitrator or Governmental Authority or is in violation of any applicable law,
ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot
Act) of any Governmental Authority, which default or violation, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.



     Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments levied upon them or their properties,
assets, income or franchises, to the extent such taxes and assessments have become due and payable
and before they have become delinquent, except for any taxes and assessments (a) the amount of
which is not individually or in the aggregate Material or (b) the amount, applicability



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or validity
of which is currently being contested in good faith by appropriate proceedings and with respect to
which the Company or a Subsidiary, as the case may be, has established adequate reserves in
accordance with GAAP. The Company knows of no basis for any other tax or assessment that would
reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on
the books of the Company and its Subsidiaries in respect of federal, state or other taxes for all
fiscal periods are adequate. The federal income tax liabilities of the Company and its
Subsidiaries have been finally determined (whether by reason of completed audits or the statute of
limitations having run) for all fiscal years up to and including the fiscal year ended November 30,
2007.




     Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and
sufficient title to their respective properties which the Company and its Subsidiaries own or
purport to own that individually or in the aggregate are Material, including all such properties
reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have
been acquired by the Company or any Subsidiary after said date (except as sold or otherwise
disposed of in the ordinary course of business and except for the sale of 380 Development LLC), in
each case free and clear of Liens prohibited by this Agreement. All leases that individually or in
the aggregate are Material are valid and subsisting and are in full force and effect in all
material respects.



     Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule 5.11,




     (a) the Company and its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, proprietary software, service marks, trademarks and
trade names, or rights thereto, that individually or in the aggregate are Material, without
known conflict with the rights of others, except, in each case, as would not reasonably be
expected to result in a Material Adverse Effect;




     (b) no product of the Company or any of its Subsidiaries infringes in any Material
respect any license, permit, franchise, authorization, patent, copyright, proprietary
software, service mark, trademark, trade name or other right owned by any other Person,
except, in each case, as would not reasonably be expected to result in a Material Adverse
Effect; and




     (c) there is no Material violation by any Person of any right of the Company or any of
its Subsidiaries with respect to any patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned or used by the Company or any of its
Subsidiaries, except, in each case, as would not reasonably be expected to result in a
Material Adverse Effect.



     Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated
and administered each Plan in compliance with all applicable laws except for such instances of
noncompliance as have not resulted in and would not reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to
Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans (as defined in section 3 of ERISA), and no event,



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transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such
liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the
rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to
Title I or IV of ERISA or to such penalty or excise tax provisions or to section 436 or 430 of the
Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or
in the aggregate result in a Material Adverse Effect.




     (b) The present value of the aggregate benefit liabilities under each of the Plans (other than
Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the
basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent
actuarial valuation report (if applicable), did not exceed the aggregate current value of the
assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the
meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have
the meaning specified in section 3 of ERISA.



     (c) The Company and its ERISA Affiliates have not incurred any withdrawal liabilities (and are
not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of
Multiemployer Plans that individually or in the aggregate are Material.



     (d) The expected post-retirement benefit obligation (determined as of the last day of the
Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board
Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by
section 4980B of the Code) of the Company and its Subsidiaries is not Material.



     (e) The execution and delivery of this Agreement and the issuance and sale of the Series 2011A
Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406
of ERISA or in connection with which a tax would be imposed pursuant to
Section 4975(c)(1)(A) (D) of the Code. The representation by the Company in the first sentence of
this Section 5.12(e) is made in reliance upon and subject to the accuracy of each Purchaser’s
representation in Section 6.3 as to the sources of the funds to be used to pay the purchase price
of the Series 2011A Notes to be purchased by such Purchaser.



     Section 5.13. Private Offering by the Company. Neither the Company nor any one acting on the
Company’s behalf has offered the Series 2011A Notes or any similar securities for sale to, or
solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect
thereof with, any Person other than the Purchasers and not more than five (5) other Institutional
Investors, each of which has been offered the Series 2011A Notes in connection with a private sale
for investment. Neither the Company nor any one acting on its behalf has taken, or will take, any
action that would subject the issuance or sale of the Series 2011A Notes to the registration
requirements of Section 5 of the Securities Act or to the registration requirements of any
securities or blue sky laws of any applicable jurisdiction.



     Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the
sale of the Series 2011A Notes to refinance existing Indebtedness and for general corporate
purposes of the Company. No part of the proceeds from the sale of the Series 2011A Notes hereunder
will be used, directly or indirectly, for the purpose of buying or carrying any



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margin stock within
the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221),
or for the purpose of buying or carrying or trading in any securities under such circumstances as
to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any
broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not
constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries
and the Company does not have any present intention that margin stock will constitute more than 5%
of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of
buying or carrying” shall have the meanings assigned to them in said Regulation U.




     Section 5.15. Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule
5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its
Subsidiaries as of November 30, 2010, since which date there has been no Material change in the
amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of
the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no
waiver of default is currently in effect, in the payment of any principal or interest on any
Indebtedness of the Company or such Subsidiary, and no event or condition exists with respect to
any Indebtedness of the Company or any Subsidiary, that would permit (or that with notice or the
lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due
and payable before its stated maturity or before its regularly scheduled dates of payment.



     (b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or
consented to cause or permit in the future (upon the happening of a contingency or
otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien
not permitted by Section 10.4.



     (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any
provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary,
any agreement relating thereto or any other agreement (including, but not limited to, its charter
or other organizational document) which limits the amount of, or otherwise imposes restrictions on
the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15.



     Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the sale of the Series
2011A Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading
with the Enemy Act, as amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation
or executive order relating thereto.



     (b) Neither the Company nor any Subsidiary is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or
in Section 1 of the Anti Terrorism Order or, to the knowledge of the Company, engages in any
dealings or transactions with any such Person. The Company and its Subsidiaries are in compliance,
in all material respects, with the USA Patriot Act.



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     (c) No part of the proceeds from the sale of the Series 2011A Notes hereunder will be used,
directly or indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, or any one else acting in an
official capacity, in order to obtain, retain or direct business or obtain any improper advantage,
in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in
all cases that such Act applies to the Company.



     Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is an
“investment company” registered or required to be registered under the Investment Company Act of
1940, as amended, or is subject to regulation under the Public Utility Holding Company Act of 2005,
as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.



     Section 5.18. Environmental Matters. (a) Neither the Company nor any Subsidiary has knowledge
of any liability or has received any notice of any liability, and no proceeding has been instituted
raising any liability against the Company or any of its Subsidiaries or any of their respective
real properties now or formerly owned, leased or operated by any of them, or other assets, alleging
any damage to the environment or violation of any Environmental Laws, except, in each case, such as
would not reasonably be expected to result in a Material Adverse Effect.



     (b) Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to
any liability, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly
owned, leased or operated by any of them or to other assets or their use, except, in each case,
such as would not reasonably be expected to result in a Material Adverse Effect.



     (c) Neither the Company nor any of its Subsidiaries has stored any Hazardous Materials on real
properties now or formerly owned, leased or operated by any of them or has disposed of any
Hazardous Materials in each case in a manner contrary to any Environmental Laws in each case in any
manner that would reasonably be expected to result in a Material Adverse Effect.



     (d) All buildings on all real properties now owned, leased or operated by the Company or any
of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to
comply would not reasonably be expected to result in a Material Adverse Effect.



     Section 5.19. Notes Rank Pari Passu. The obligations of the Company under this Agreement and
the Notes rank pari passu in right of payment with all other senior unsecured Indebtedness (actual
or contingent) of the Company, including, without limitation, all senior unsecured Indebtedness of
the Company described in Schedule 5.15 hereto.



Section 6. Representations of the Purchaser.




     Section 6.1. Purchase for Investment. Each Purchaser severally represents to the Company and
the Subsidiary Guarantors that it is purchasing the Series 2011A Notes for its own account or for
one or more separate accounts maintained by it or for the account of one or more pension or trust
funds and not with a view to the distribution thereof (other than any Notes



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purchased by Banc of
America Securities LLC on the Closing Date which are intended to be resold to a “qualified
institutional buyer” pursuant to Rule 144A of the Securities Act), provided that the disposition of
such Purchaser’s or such pension or trust funds’ property shall at all times be within such
Purchaser’s or such pension or trust funds’ control. Each Purchaser understands that the Series
2011A Notes have not been registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from registration is available,
except under circumstances where neither such registration nor such an exemption is required by
law, and that the Company is not required to register the Series 2011A Notes.




     Section 6.2. Accredited Investor. Each Purchaser represents to the Company and the Subsidiary
Guarantors that it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act acting for its own account (and not for the account of
others) or as a fiduciary or agent for others (which others are also “accredited investors”).
Each Purchaser further represents to the Company and the Subsidiary Guarantors that such Purchaser
has had the opportunity to ask questions of the Company and received answers concerning the terms
and conditions of the sale of the Series 2011A Notes.



     Section 6.3. Source of Funds. Each Purchaser severally represents that at least one of the
following statements is an accurate representation as to each source of funds (a “Source”) to be
used by such Purchaser to pay the purchase price of the Series 2011A Notes to be purchased by such
Purchaser hereunder:




     (a) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance Commissioners (the
“NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any
employee benefit plan together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization in the general account do not exceed 10% of the total reserves
and liabilities of the general account (exclusive of separate account liabilities) plus
surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or




     (b) the Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any annuitant)) are
not affected in any manner by the investment performance of the separate account; or




     (c) the Source is either (i) an insurance company pooled separate account, within the
meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE
91-38 and, except as disclosed by such Purchaser to the Company in



-14-









 






writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or
employee organization beneficially owns more than 10% of all assets allocated to such pooled
separate account or collective investment fund; or




     (d) the Source constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s
assets that are included in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Part V(c)(1) of the QPAM Exemption) of such employer or by the same
employee organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, as of the last day of its most recent calendar quarter, the QPAM does not own a
10% or more interest in the Company and no person controlling or controlled by the QPAM
(applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 20% or
more interest in the Company (or less than 20% but greater than 10%, if such person
exercises control over the management or policies of the Company by reason of its ownership
interest) and (i) the
identity of such QPAM and (ii) the names of all employee benefit plans whose assets are
included in such investment fund have been disclosed to the Company in writing pursuant to
this clause (d); or




     (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV of PTE
96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the
meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the
INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by
the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption)
owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the
name(s) of the employee benefit plan(s) whose assets constitute the Source have been
disclosed to the Company in writing pursuant to this clause (e); or




     (f) the Source is a governmental plan; or




     (g) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been identified to
the Company in writing pursuant to this clause (g); or




     (h) the Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA or the Code.


As used in this Section 6.3, the terms “governmental plan” and “separate account” shall have the
respective meanings assigned to such terms in section 3 of ERISA and the term “employee benefit
plan” means an employee benefit plan as defined in Section 3 of ERISA or a “plan” as defined in
Section 4975 of the Code.




-15-









 








Section 7. Information as to Company.




     Section 7.1. Financial and Business Information. The Company shall deliver to each holder of
Notes that is an Institutional Investor:




     (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal
period in each fiscal year of the Company (other than the last quarterly fiscal period of
each such fiscal year),




     (i) a consolidated balance sheet of the Company and its Subsidiaries as at the
end of such quarter, and




     (ii) consolidated statements of income, changes in shareholders’ equity and
cash flows of the Company and its Subsidiaries, for such quarter and (in the case of
the second and third quarters) for the portion of the fiscal year ending with such
quarter,




setting forth in each case in comparative form the figures for the corresponding periods in
the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP
applicable to quarterly financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all material respects, the financial position of the
companies being reported on and their results of operations and cash flows, subject to
changes resulting from year-end adjustments, provided that filing with the Securities and
Exchange Commission within the time period specified above the Company’s Quarterly Report on
Form 10-Q prepared in compliance with the requirements therefor shall be deemed to satisfy
the requirements of this Section 7.1(a) and, provided, further, that the Company shall be
deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form
10-Q available on “EDGAR” and on its home page on the worldwide web (at the date of this
Agreement located at: http//www.internationalspeedwaycorporation.com), such availability
and notice thereof being referred to as “Electronic Delivery”;




     (b) Annual Statements — within 105 days after the end of each fiscal year of the
Company,




     (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the
end of such year, and




     (ii) consolidated statements of income, changes in shareholders’ equity and
cash flows of the Company and its Subsidiaries, for such year,




setting forth in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion
thereon of independent certified public accountants of recognized national standing, which
opinion shall state that such financial statements present fairly, in all material respects,
the financial position of the companies being reported upon and their results of




-16-











 






operations and cash flows and have been prepared in conformity with GAAP, and that the
examination of such accountants in connection with such financial statements has been made
in accordance with generally accepted auditing standards, and that such audit provides a
reasonable basis for such opinion in the circumstances, provided that filing with the
Securities and Exchange Commission within the time period specified above of the Company’s
Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report
to shareholders, if any, prepared pursuant to Rule 14a 3 under the Exchange Act) prepared in
accordance with the requirements therefor shall be deemed to satisfy the requirements of
this Section 7.1(b)), provided, further, that the Company shall be deemed to have made such
delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;




     (c) SEC and Other Reports — except for filings referred to in Section 7.1(a) and (b)
above, promptly upon their becoming available and, to the extent applicable, one copy of (i)
each financial statement, report, notice or proxy statement sent by the Company or any
Subsidiary to its principal lending banks as a whole (excluding information sent to such
banks in the ordinary course of administration of a bank facility, such as information
relating to pricing and borrowing availability) or to its public securities holders
generally, and (ii) each regular or periodic report, each registration statement (without
exhibits except as expressly requested by such holder), and each prospectus and all
amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange
Commission and of all press releases and other statements made available generally by the
Company or any Subsidiary to the public concerning developments that are Material),
provided, that the Company shall be deemed to have made such delivery of any such reports or
documents if it shall have timely made Electronic Delivery thereof;




     (d) Notice of Default or Event of Default — promptly, and in any event within five
Business Days after a Responsible Officer becomes aware of the existence of any Default or
Event of Default or that any Person has given any notice or taken any action with respect to
a claimed default hereunder or that any Person has given any notice or taken any action with
respect to a claimed default of the type referred to in Section 11(g), a written notice
specifying the nature and period of existence thereof and what action the Company is taking
or proposes to take with respect thereto;




     (e) ERISA Matters — promptly, and in any event within five Business Days after a
Responsible Officer becomes aware of any of the following, a written notice setting forth
the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes
to take with respect thereto:




     (i) with respect to any Plan, any reportable event, as defined in Section
4043(c) of ERISA and the regulations thereunder, for which notice thereof has not
been waived pursuant to such regulations as in effect on the date thereof; or



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     (ii) the taking by the PBGC of steps to institute, or the threatening by the
PBGC of the institution of, proceedings under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or the
receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan
that such action has been taken by the PBGC with respect to such Multiemployer Plan;
or




     (iii) any event, transaction or condition that would result in the incurrence
of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or the imposition of a penalty or excise tax under the provisions of the Code
relating to employee benefit plans, or the imposition of any Lien on any of the
rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title
I or IV of ERISA or such penalty or excise tax provisions, if such liability or
Lien, taken together with any other such liabilities or Liens then existing, would
reasonably be expected to have a Material Adverse Effect;




     (f) Notices from Governmental Authority — promptly, and in any event within 30 days of
receipt thereof, copies of any notice to the Company or any Subsidiary from any federal or
state Governmental Authority relating to any order, ruling, statute or other law or
regulation that would reasonably be expected to have a Material Adverse Effect;




     (g) Supplements — promptly and in any event within 10 Business Days after the
execution and delivery of any Supplement, a copy thereof; and




     (h) Requested Information — with reasonable promptness, such other data and
information relating to the business, operations, affairs, financial condition, assets or
properties of the Company or any of its Subsidiaries or relating to the ability of the
Company to perform its obligations hereunder and under the Notes as from time to time may be
reasonably requested by any such holder of Notes.



     Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a holder of
Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of
a Senior Financial Officer setting forth (or, in the case of Electronic Delivery of any such
financial statements, shall be by separate concurrent delivery of such certificate to each holder
of Notes):




     (a) Covenant Compliance — the information (including detailed calculations) required
in order to establish whether the Company was in compliance with the requirements of Section
10.1 through Section 10.6 hereof, inclusive, during the quarterly or annual period covered
by the statements then being furnished (including with respect to each such Section, where
applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the
case may be, permissible under the terms of such Sections, and the calculation of the
amount, ratio or percentage then in existence); provided that, if neither the Company nor
any Subsidiary, as the context requires, has



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incurred Priority Debt, or incurred a Lien, or sold a Substantial Part of the assets of the
Company and its Subsidiaries or entered into a merger or consolidation during the relevant
period covered by such certificate, then such certificate shall state such fact and
information and calculations with respect to Sections 10.3, 10.4, 10.5 and/or 10.6, as the
case may be, need not be included in such certificate; and




     (b) Event of Default — a statement that such officer has reviewed the relevant terms
hereof such review shall not have disclosed the existence during the quarterly or annual
period covered by the statements then being furnished of any condition or event that
constitutes a Default or an Event of Default or, if any such condition or event existed or
exists, specifying the nature and period of existence thereof and what action the Company
shall have taken or proposes to take with respect thereto.



     Section 7.3. Visitation. The Company shall permit the representatives of each holder of Notes
that is an Institutional Investor:




     (a) No Default — if no Default or Event of Default then exists, at the expense of such
holder and upon reasonable prior notice to the Company, to visit the principal executive
office of the Company, to discuss the affairs, finances and accounts of the Company and its
Subsidiaries with the Company’s officers, and (with the consent of the Company, which
consent will not be unreasonably withheld) to visit the other offices and properties of the
Company and each Subsidiary, all at such reasonable times and as often as may be reasonably
requested in writing, provided that such visits shall be limited to no more than once in any
fiscal year of the Company; and




     (b) Default — if a Default or Event of Default then exists, at the expense of the
Company, to visit and inspect any of the offices or properties of the Company or any
Subsidiary, to examine all their respective books of account, records, reports and other
papers to make copies and extracts therefrom (other than materials which the Company or its
Subsidiaries may not disclose without violating a confidentiality obligation binding upon
it), and to discuss their respective affairs, finances and accounts with their respective
officers, all at such times and as often as may be requested,




provided, however, that in no event shall the Company or a Subsidiary be required to (i)
provide or authorize its independent public accountants to provide tax returns to any holder
other than the first five pages of the federal tax forms 1120 and 1065, without including
any Schedule K-1s attached thereto, or (ii) disclose any information which is the subject of
attorney-client privilege or attorney’s work product privilege properly asserted by the
Company or any Subsidiary to prevent the loss of such privilege in connection with such
information.


Section 8. Payment of the Notes.




     Section 8.1. Required Prepayments. The entire unpaid principal amount of the Series 2011A
Notes shall become due and payable on January 18, 2021.



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     Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option,
upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes,
in an amount not less than 10% of the original aggregate principal amount of the Notes to be
prepaid in the case of a partial prepayment at 100% of the principal amount so prepaid, together
with interest accrued thereon to the date of such prepayment, plus the Make Whole Amount determined
for the prepayment date with respect to such principal amount of each Note then outstanding. The
Company will give each holder of Notes written notice of each optional prepayment under this
Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify such date (which shall be a Business Day), the
aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each
Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the
interest to be paid on the prepayment date with respect to such principal amount being prepaid, and
shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective
Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice
were the date of the prepayment), setting forth the details of such computation. Two Business Days
prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a
Senior Financial Officer specifying the calculation of each such Make Whole Amount as of the
specified prepayment date.



     Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the
Notes, other than any offer of prepayment of the Notes pursuant to Sections 8.7 or 8.8 that has
been rejected by any holder or holders of Notes, the aggregate principal amount of the Notes to be
prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly
as practicable, to the respective unpaid principal amounts thereof not theretofore called for
prepayment. All regularly scheduled partial prepayments made with respect to any Series of
Additional Notes pursuant to any Supplement shall be allocated as provided therein.



     Section 8.4. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to
this Section 8, the principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment (which shall be a Business Day), together with
interest on such principal amount accrued to such date and the applicable Make Whole Amount, if
any. From and after such date, unless the Company shall fail to pay such principal amount when so
due and payable, together with the interest and Make Whole Amount as aforesaid, interest on such
principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to
the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any
prepaid principal amount of any Note.



     Section 8.5. Purchase of Notes. The Company will not and will not permit any Affiliate to
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes
except (a) upon the payment or prepayment of the Notes in accordance with the terms of this
Agreement (including any Supplement) and the Notes or (b) pursuant to an offer to purchase made by
the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the
same terms and conditions. Any such offer shall provide each holder with sufficient information to
enable it to make an informed decision with respect to such offer, and shall remain open for at
least 10 Business Days. If the holders of more than 25% of the principal amount of the Notes then
outstanding accept such offer, the Company shall promptly notify the



-20-









 





remaining holders of such fact
and the expiration date for the acceptance by holders of Notes of such offer shall be extended by
the number of days necessary to give each such remaining holder at least 5 Business Days from its
receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired
by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any
provision of this Agreement and no Notes may be issued in substitution or exchange for any such
Notes.




     Section 8.6. Make Whole Amount for the Series 2011A Notes. The term “Make Whole Amount” means
with respect to any Note an amount equal to the excess, if any, of the Discounted Value of the
Remaining Scheduled Payments with respect to the Called Principal of such Note, minus the amount of
such Called Principal, provided that the Make Whole Amount may in no event be less than zero. For
the purposes of determining the Make Whole Amount, the following terms have the following meanings
with respect to the Called Principal of such Note:




     “Called Principal” means, the principal of the Note that is to be prepaid pursuant to
Section 8.2 or has become or is declared to be immediately due and payable pursuant to
Section 12.1, as the context requires.




     “Discounted Value” means, the amount obtained by discounting all Remaining Scheduled
Payments from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount
factor (applied on the same periodic basis as that on which interest on such Note is
payable) equal to the Reinvestment Yield.




     “Reinvestment Yield” means, 0.50% plus the yield to maturity calculated by using (i)
the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day
preceding the Settlement Date on screen “PX 1” on the Bloomberg Financial Market Service (or
such other display as may replace Page PX1) on Bloomberg for the most recently issued
actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are
not reported as of such time or the yields reported as of such time are not ascertainable
(including by way of interpolation), the Treasury Constant Maturity Series Yields reported,
for the latest day for which such yields have been so reported as of the second Business Day
preceding the Settlement Date, in Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the Remaining Average Life of
such Called Principal as of such Settlement Date.




     In the case of each determination under clause (i) or clause (ii), as the case may be,
of the preceding paragraph, such implied yield will be determined, if necessary, by (a)
converting U.S. Treasury bill quotations to bond equivalent yields in accordance with
accepted financial practice and (b) interpolating linearly between (1) the applicable U.S.
Treasury security with the maturity closest to and greater than such Remaining Average Life
and (2) the applicable U.S. Treasury security with the maturity closest to and less



-21-









 






than
such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of
decimal places as appears in the interest rate of the applicable Note.




     “Remaining Average Life” means, the number of years (calculated to the nearest one
twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the
products obtained by multiplying (a) the principal component of each Remaining Scheduled
Payment by (b) the number of years (calculated to the nearest one twelfth year) that will
elapse between the Settlement Date and the scheduled due date of such Remaining Scheduled
Payment.




     “Remaining Scheduled Payments” means, all payments of such Called Principal and
interest thereon that would be due after the Settlement Date if no payment of such Called
Principal were made prior to its scheduled due date, provided that if such Settlement Date
is not a date on which interest payments are due to be made under the terms of such Note,
then the amount of the next succeeding scheduled interest payment will be reduced by the
amount of interest accrued to such Settlement Date and required to be paid on such
Settlement Date pursuant to Section 8.2 or 12.1.




     “Settlement Date” means, the date on which such Called Principal is to be prepaid
pursuant to Section 8.2 or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires.



     Section 8.7. Change in Control.




     (a) Notice of Change in Control. The Company will, within 15 Business Days after any
Responsible Officer has knowledge of the occurrence of any Change in Control, give written
notice of such Change in Control to each holder of Notes. Such notice shall contain and
constitute an offer to prepay Notes of each Series as described in subparagraph (b) of this
Section 8.7 and shall be accompanied by the certificate described in subparagraph (e) of
this Section 8.7.




     (b) Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraph (a)
of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this
Section 8.7, all, but not less than all, the Notes held by each holder (in this case only,
“holder” in respect of any Note registered in the name of a nominee for a disclosed
beneficial owner shall mean such beneficial owner) on a date specified in such offer (the
“Proposed Prepayment Date"), which date shall be not less than 20 days and
not more than 30 days after the date of such offer (if the Proposed Prepayment Date shall
not be specified in such offer, the Proposed Prepayment Date shall be the 20th day after the
date of such offer).




     (c) Acceptance; Rejection. A holder of Notes may accept or reject the offer to prepay
made pursuant to this Section 8.7 by causing a written notice of such acceptance or
rejection to be delivered to the Company at least 10 Business Days prior to the Proposed
Prepayment Date. A failure by a holder of Notes to timely respond in writing



-22-









 






to an offer to
prepay made pursuant to this Section 8.7 shall be deemed to constitute a rejection of such
offer by such holder.




     (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7
shall be at 100% of the principal amount of such Notes, together with interest on such Notes
accrued to the date of prepayment, but without any Make-Whole Amount or other premium. The
prepayment shall be made on the Proposed Prepayment Date.




     (e) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7
shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company
and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that
such offer is made pursuant to this Section 8.7; (iii) the principal amount of each Note
offered to be prepaid; (iv) the interest that would be due on each Note offered to be
prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions of this Section
8.7 have been fulfilled; and (vi) in reasonable detail, the nature and date or proposed date
of the Change in Control.




     (f) “Change in Control” Defined. “Change in Control” means any of the following events
or circumstances:




     (i) the France Family shall fail to own capital stock of the Company which
represents a majority of the voting power of the Company or (ii) during any period
of up to 12 consecutive months, commencing after the Closing Date, individuals who
at the beginning of such 12 month period were directors of the Company (together
with any new director whose election by the Company’s Board of Directors or whose
nomination for election by the Company’s shareholders was approved by a vote of at
least two-thirds of the directors then still in office who either were directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
directors of the Company then in office.



     Section 8.8. Prepayment in Connection with Asset Sales. If the Company is required, in
accordance with Section 10.5, to offer to prepay the Notes using the proceeds of a sale of a
Substantial Part of the assets of the Company and its Subsidiaries, the Company will give written
notice thereof to each holder of a Note, which notice shall describe such sale in reasonable detail
and (a) refer specifically to this Section 8.8, (b) specify the pro rata portion of each Note being
so offered to be so prepaid (determined based on the unpaid principal amount of each Note in
proportion to the aggregate unpaid principal of all Notes at the time outstanding), (c) specify a
date not less than 30 days and not more than 60 days after the date of such notice (the “Asset Sale
Prepayment Date”) and specify the Asset Sale Response Date (as defined below) and (d) offer to
prepay on the Asset Sale Prepayment Date such pro rata portion of each Note, together with interest
accrued thereon to the Asset Sale Prepayment Date. Each holder of a Note shall notify the Company
of such holder’s acceptance or rejection of such offer by giving written notice thereof to the
Company on a date at least 10 days prior to the Asset Sale Prepayment Date (such date 10 days prior
to the Asset Sale Prepayment Date being the “Asset Sale
Response Date”), and the Company shall
prepay on the Asset Sale Prepayment Date such pro rata portion



-23-









 




of each Note held by the holders who
have accepted such offer in accordance with this Section 8.8 at a price in respect of each Note
held by such holder equal to 100% of the principal amount of such pro rata portion, together with
interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole Amount or
other premium; provided, however, that the failure by a holder of any Note to respond to such offer
in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such
offer.



Section 9. Affirmative Covenants.




     The Company covenants that so long as any of the Notes are outstanding:



     Section 9.1. Compliance with Law. Without limiting Section 10.8, the Company will, and will
cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without limitation, ERISA, the USA Patriot
Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates,
permits, franchises and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each case to the extent
necessary to ensure that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses, certificates, permits,
franchises and other governmental authorizations would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



     Section 9.2. Insurance. The Company will, and will cause each of its Subsidiaries to,
maintain, with financially sound and reputable insurers, insurance with respect to their respective
properties and businesses against such casualties and contingencies, of such types, on such terms
and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves
are maintained with respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly situated except for any
non-maintenance that would not reasonably be expected to have a Material Adverse Effect.



     Section 9.3. Maintenance of Properties. The Company will, and will cause each of its
Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties
in good repair, working order and condition (other than ordinary wear and tear), so that the
business carried on in connection
therewith may be properly conducted at all times, provided that this Section shall not prevent the
Company or any Subsidiary from discontinuing the operation and the maintenance of any of its
properties if such discontinuance is desirable in the conduct of its business and the Company has
concluded that such discontinuance would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



     Section 9.4. Payment of Taxes and Claims. The Company will, and will cause each of its
Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns and all other taxes, assessments,
governmental charges, or levies imposed on them or any of their properties, assets, income or
franchises, to the extent such taxes and assessments have become due and payable and before they
have become delinquent and all claims for which sums have become due and payable that have or might
become a Lien on properties or assets of the Company or any Subsidiary not



-24-









 




permitted by Section
10.4, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or
claims if (i) the amount, applicability or validity thereof is contested by the Company or such
Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a
Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the
Company or such Subsidiary or (ii) the non-filing or nonpayment, as the case may be, of all such
taxes and assessments in the aggregate would not reasonably be expected to have a Material Adverse
Effect.




     Section 9.5. Corporate Existence, Etc. Subject to Sections 10.6, the Company will at all
times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.5
and 10.6 the Company will at all times preserve and keep in full force and effect the legal
existence of each of its Subsidiaries (unless merged into the Company or a Subsidiary) and all
rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the
Company, the termination of or failure to preserve and keep in full force and effect such legal
existence, right or franchise would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.



     Section 9.6. Notes to Rank Pari Passu. The Notes and all other obligations under this
Agreement of the Company are and at all times shall remain direct and unsecured obligations of the
Company ranking pari passu as against the assets of the Company with all other Notes from time to
time issued and outstanding hereunder without any preference among themselves and pari passu with
all Indebtedness outstanding under the Bank Credit Agreement, the Indenture and all other present
and future unsecured Indebtedness (actual or contingent) of the Company which is not expressed to
be subordinate or junior in rank to any other unsecured Indebtedness of the Company.



     Section 9.7. Material Subsidiaries; Additional Subsidiary Guarantors. (a) The Company will at
all times cause each wholly-owned Domestic Subsidiary that is a Material Subsidiary (other than any
Excluded Subsidiary) to be a Subsidiary Guarantor.



     (b) In addition to the requirements of Section 9.7(a), the Company will cause any Subsidiary
which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise
guarantee, Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary
Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any
such obligation pursuant to the Bank Credit Agreement) the following items:



          (1) a joinder agreement in respect of the Subsidiary Guaranty;





     (2) a certificate signed by an authorized Responsible Officer of the Company making
representations and warranties to the effect of those contained in Sections 5.4, 5.6 and
5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and




     (3) an opinion of counsel (who may be in-house counsel for the Company) addressed to
each of the holders of the Notes reasonably satisfactory to the Required Holders, to the
effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and
delivered and that the Subsidiary Guaranty constitutes the legal,



-25-









 







valid and binding contract
and agreement of such Person enforceable in accordance with its terms, except as an
enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance
and similar laws affecting the enforcement of creditors’ rights generally and by general
equitable principles.



     Section 9.8. Books and Records. The Company will, and will cause each of its Subsidiaries to,
maintain proper books of record and account in conformity with GAAP and all applicable requirements
of any Governmental Authority having legal or regulatory jurisdiction over the Company or such
Subsidiary, as the case may be.


Section 10. Negative Covenants.




     The Company covenants that so long as any of the Notes are outstanding:



     Section 10.1. Leverage Ratio. The Company will not permit the Leverage Ratio to exceed 3.50
to 1.00, as of the last day of each fiscal quarter of the Company.



     Section 10.2. Interest Coverage Ratio. The Company will not permit the Interest Coverage
Ratio to be less than 2.00 to 1.0, as of the last day of each fiscal quarter of the Company.



     Section 10.3. Priority Debt. The Company will not at any time permit the aggregate amount of
all Priority Debt to exceed 15% of Consolidated Net Worth (Consolidated Net Worth to be determined
as of the end of the then most recently ended fiscal quarter of the Company).



     Section 10.4. Limitation on Liens. The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly
create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any
Lien on or with respect to any property or asset (including, without limitation, any document or
instrument in respect of goods or accounts receivable) of the Company or any such Subsidiary,
whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or
otherwise convey any right to receive income or profits except:




     (a) Liens for taxes, assessments or other governmental charges that are not yet due and
payable or the payment of which is not at the time required by Section 9.4;




     (b) any Liens in connection with attachments or judgments (including judgment or appeal
bonds), unless the judgment it secures shall not, within 60 days after the entry thereof,
have been discharged or execution thereof stayed pending appeal, or shall not have been
discharged within 60 days after the expiration of any such stay;




     (c) Liens incidental to the conduct of business or the ownership of properties and
assets (including landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s and other
similar Liens for sums more than 90 days delinquent or which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been maintained in
accordance with GAAP) and Liens to secure the performance of bids,



-26-









 







tenders, leases, or trade
contracts, or to secure statutory obligations (including obligations under workers
compensation, unemployment insurance and other social security legislation), surety or
appeal bonds or other Liens incurred in the ordinary course of business and not in
connection with the borrowing of money;




     (d) leases or subleases granted to others, easements, rights-of-way, restrictions
(including zoning restrictions), minor defects or irregularities in title and other similar
charges or encumbrances, in each case incidental to the ownership of property or assets or
the ordinary conduct of the business of the Company or any of its Subsidiaries, or Liens
incidental to minor survey exceptions and the like, provided that such Liens do not, in the
aggregate, materially detract from the value of such property;




     (e) Liens securing Indebtedness or other obligations of a Subsidiary to the Company or
to a Subsidiary Guarantor;




     (f) any interest of title of a lessor under, and Liens arising from uniform commercial
code financing statements (or equivalent filings, registrations or agreements in foreign
jurisdictions) relating to, leases permitted by this Agreement;




     (g) Liens existing as of the Closing Date and reflected in Schedule 10.4;




     (h) Liens incurred after the Closing Date given to secure the payment of the price
incurred (or Indebtedness incurred to fund such payment) in connection with the acquisition,
construction, repair, development, or improvement of property (other than accounts
receivable or inventory) useful and intended to be used in carrying on the business of the
Company or a Subsidiary, including Liens existing on such property at the time of
acquisition or construction thereof or Liens incurred within 365 days of such
acquisition or completion of such construction, repair or development, or improvement,
provided that (i) the Lien shall attach solely to the property acquired, purchased,
constructed, repaired, developed, or improved, and, if required by the terms of the
instrument originally creating such Lien, the proceeds thereof, general intangibles related
thereto, and other property which is an improvement to or is acquired for specific use in
connection with such property; (ii) at the time of acquisition, construction, repair,
development, or improvement of such property (or, in the case of any Lien incurred within
three hundred sixty-five (365) days of such acquisition or completion of such construction,
repair, development or improvement, at the time of the incurrence of the Indebtedness
secured by such Lien), the aggregate amount remaining unpaid on all Indebtedness secured by
Liens on such property, whether or not assumed by the Company or a Subsidiary, shall not
exceed the lesser of (y) the cost of such acquisition, construction, repair, development, or
improvement plus related financing costs or (z) the Fair Market Value of such property (as
determined in good faith by one or more officers of the Company to whom authority to enter
into the transaction has been delegated by the board of directors of the Company); and (iii)
at the time of such incurrence and after giving effect thereto, no Default or Event of
Default would exist;




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     (i) any Lien existing on property of a Person immediately prior to its being
consolidated with or merged into the Company or a Subsidiary or its becoming a Subsidiary
(other than pursuant to Section 9.6), or any Lien existing on any property acquired by the
Company or any Subsidiary at the time such property is so acquired (whether or not the
Indebtedness secured thereby shall have been assumed), provided that (i) no such Lien shall
have been created or assumed in contemplation of such consolidation or merger or such
Person’s becoming a Subsidiary or such acquisition of property, (ii) each such Lien shall
extend solely to the item or items of property so acquired and, if required by the terms of
the instrument originally creating such Lien, the proceeds thereof, general intangibles
related thereto, and other property which is an improvement to or is acquired for specific
use in connection with such acquired property, and (iii) at the time of such incurrence and
after giving effect thereto, no Default or Event of Default would exist;




     (j) Liens securing Indebtedness and other obligations on property or assets of the
Company or its Subsidiaries which Liens were given after the Closing Date, provided the
Company makes, or causes to be made, effective provision whereby the Notes will be equally
and ratably secured with any and all other obligations thereby secured, such security to be
pursuant to an agreement reasonably satisfactory to the Required Holders and, in any such
case, the Notes shall have the benefit, to the fullest extent that, and with such priority
as, the holders of the Notes may be entitled under applicable law, of an equitable Lien on
such property;




     (k) any extensions, renewals or replacements of any Lien permitted by the preceding
subparagraphs (g), (h), (i) and (j) of this Section 10.4, provided that (i) no additional
property shall be encumbered by such Liens, (ii) the unpaid principal amount of the
Indebtedness or other obligations secured thereby shall not be increased on or after the
date of any extension, renewal or replacement, and (iii) at such time and immediately after
giving effect thereto, no Default or Event of Default shall have occurred and be continuing;




     (l) Liens on equity interests of a joint venture owned by the Company or any Subsidiary
to the extent securing Indebtedness of such joint venture and any Guaranty by the Company or
any Subsidiary of such Indebtedness;




     (m) rights of first refusal, purchase options and similar rights granted pursuant to
joint venture agreements, stockholder agreements, organic documents and similar documents
and agreements;




     (n) normal and customary rights of setoff upon deposits of cash in favor of banks or
other depository institutions; and




     (o) Liens securing Priority Debt of the Company or any Subsidiary, provided that the
aggregate principal amount of any such Priority Debt shall be permitted by Section 10.3,
and, provided further that, no such Liens permitted by this Section 10.4(o) may secure any
obligations under the Bank Credit Agreement.



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     Section 10.5. Sales of Assets. The Company will not, and will not permit any Subsidiary to,
sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the
Company and its Subsidiaries; provided, however, that the Company or any Subsidiary may sell, lease
or otherwise dispose of assets constituting a substantial part of the assets of the Company and its
Subsidiaries if such assets are sold in an arms length transaction and, at such time and after
giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an
amount equal to the Net Proceeds received from such sale, lease or other disposition (but only with
respect to that portion of such assets that exceeds the definition of “substantial part” set forth
below, such excess Net Proceeds, the “Excess Proceeds”) shall be used within 365 days of such sale,
lease or disposition, in any combination:




     (1) to acquire productive assets (including equity interests in a Person becoming a
Subsidiary) used or useful in carrying on the business of the Company and its Subsidiaries
and having a value at least equal to the value of such assets sold, leased or otherwise
disposed of and/or to make capital expenditures in respect of the Company’s or its
Subsidiaries’ business; and/or




     (2) to prepay, retire or defease Senior Indebtedness of the Company and/or its
Subsidiaries, provided that the Company shall, in accordance with Section 8.8, offer to
prepay each outstanding Note in a principal amount, which equals the Ratable Portion for
such Note. For the purposes of this subparagraph 2, the Company shall be deemed to have
satisfied its obligations to prepay Senior Indebtedness to the extent that the Company has
offered to prepay the Senior Notes or any other Senior Indebtedness with similar prepayment
requirements and any holders have declined such offer of prepayment.


A sale, lease or other disposition of assets shall be deemed to be a “Substantial Part” of the
assets of the Company and its Subsidiaries if the book value of such assets, when added to the book
value of all other assets sold, leased or otherwise disposed of by the Company and its Subsidiaries
during any period of 12 consecutive months, exceeds 10% of Consolidated Total Assets (Consolidated
Total Assets to be determined as of the end of the fiscal year of the Company immediately preceding
such sale, lease or other disposition); provided that there shall be excluded from any
determination of a “Substantial Part” any (i) sale, lease or disposition of assets in the ordinary
course of business of the Company and its Subsidiaries, (ii) transfer of assets from the Company to
any Subsidiary or from any Subsidiary to the Company or a Subsidiary, (iii) sale or transfer of
property acquired by the Company or any Subsidiary after the date of this Agreement to any Person
within 365 days following the acquisition or construction of such property by the Company or any
Subsidiary if the Company or a Subsidiary shall concurrently with such sale or transfer, lease such
property, as lessee; (iv) sale or disposition of machinery, equipment and other assets (including
but not limited to real property and buildings, structures and improvements thereon) no longer used
or useful in the conduct of the business of the Company or its Subsidiaries; and (v) any sale,
lease, or dispositions the Excess Proceeds of which have been applied pursuant to items (1) and/or
(2) above.




     Section 10.6. Merger and Consolidation. The Company will not, and will not permit any of its
Subsidiaries to, consolidate with or merge with any other Person or convey, transfer or



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lease substantially all of its assets in a single transaction or series of transactions to any Person;
provided that:





     (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey,
transfer or lease substantially all of its assets in a single transaction or series of
transactions to, (i) the Company or a Subsidiary so long as in any merger or consolidation
involving the Company, the Company shall be the surviving or continuing corporation or (ii)
any other Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease
all of its assets in compliance with the provisions of Section 10.5; and




     (2) the foregoing restriction does not apply to the consolidation or merger of the
Company with, or the conveyance, transfer or lease of substantially all of the assets of the
Company in a single transaction or series of transactions to, any Person so long as:




     (a) the successor formed by such consolidation or the survivor of such merger
or the Person that acquires by conveyance, transfer or lease substantially all of
the assets of the Company as an entirety, as the case may be (the “Successor
Corporation”), shall be a solvent entity organized and existing under the laws of
the United States of America, any State thereof or the District of Columbia;




     (b) if the Company is not the Successor Corporation, such Successor Corporation
shall have executed and delivered to each holder of Notes its assumption of the due
and punctual performance and observance of each covenant and condition of this
Agreement (and each Supplement thereto) and the Notes (pursuant to such agreements
and instruments as shall be reasonably satisfactory to the Required Holders), and
the Successor Corporation shall have caused to be delivered to each holder of Notes
(A) an opinion of nationally recognized independent counsel, to the effect that all
agreements or instruments effecting such assumption are enforceable in accordance
with their terms and (B) an acknowledgment from each Subsidiary Guarantor that the
Subsidiary Guaranty continues in full force and effect; and




     (c) immediately after giving effect to such transaction no Default or Event of
Default would exist (it being agreed that, for purposes of determining compliance
with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis
for the relevant period as having been consummated as of the last day of the
immediately preceding fiscal quarter).



     Section 10.7. Transactions with Affiliates. The Company will not and will not permit any
Subsidiary to enter into or permit to exist any transaction or series of transactions, whether or
not in the ordinary course of business, with any Affiliate (other than the Company or a Subsidiary
Guarantor) other than (i) where such transactions are on terms and conditions not materially less
as favorable to the Company or such Subsidiary taken as a whole, as would be obtainable in a
comparable arm’s-length transaction with a Person other than an officer, director, shareholder, Subsidiary or
Affiliate, (ii) provided that no Default or Event of Default shall result therefrom, transactions
involving payments to the France Family individually (or family-related entities



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controlled by France Family members) or to NASCAR in the ordinary course of business in accordance with past
practices of the Credit Parties, (iii) any employment agreement or arrangement, equity award,
equity option or cash and/or equity settled equity appreciation agreement or plan, employee benefit
plan, officer or director indemnification agreement, severance agreement, consulting agreement or
other compensation plan or arrangement entered into by the Company or any of its Subsidiaries in
the ordinary course of business, and payments, awards, grants or issuance of securities pursuant
thereto, (iv) transactions with a Person that is an Affiliate of the Company solely because the
Company owns, directly or indirectly, an equity interest in, or otherwise controls, such Person
and/or has nominated or appointed a person to the board of directors of that Person, (v) (a)
Guarantees by the Company or any of its Subsidiaries of obligations of joint ventures in the
ordinary course of business and (b) pledges by the Company or any Subsidiary of equity interests in
joint ventures for the benefit of lenders or other creditors of such joint ventures, and (vi)
transactions entered into by a Person prior to the time such Person becomes a Subsidiary or is
merged or consolidated into the Company or a Subsidiary (provided such transaction is not entered
into in contemplation of such event).




     Section 10.8. Terrorism Sanctions Regulations. The Company will not and will not permit any
Subsidiary to (a) become a Person described or designated in the Specially Designated Nationals and
Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti Terrorism
Order or (b) engage in any dealings or transactions with any such Person.



Section 11. Events of Default.




     An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:




     (a) the Company defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise; or




     (b) the Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or




     (c) the Company defaults in the performance of or compliance with any term contained in
Section 10 or any covenant in a Supplement which specifically provides that it shall have
the benefit of this paragraph (c) or any Subsidiary Guarantor defaults in the performance of
or compliance with any term of the Subsidiary Guaranty beyond any period of grace or cure
period provided with respect thereto; or




     (d) the Company defaults in the performance of or compliance with any term contained
herein or in any Supplement (other than those referred to in paragraphs (a), (b) and (c) of
this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default or (ii) the
Company receiving written notice of such default from any holder of a Note (any such



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written notice to be identified as a “notice of default” and to refer specifically to this paragraph
(d) of Section 11); or




     (e) any Subsidiary Guaranty ceases to be a legally valid, binding and enforceable
obligation or contract of a Subsidiary Guarantor (other than upon a Guarantor Release in
accordance with the terms of Section 2.3(b) hereof), or any Subsidiary Guarantor or any
party by, through or on account of any such Person, challenges the validity, binding nature
or enforceability of any such Subsidiary Guaranty; or




     (f) any representation or warranty made in writing by or on behalf of the Company or
Subsidiary Guarantor in this Agreement or any Subsidiary Guaranty or by any officer of the
Company or any Subsidiary Guarantor in any writing furnished in connection with the
transactions contemplated hereby or by any Subsidiary Guaranty proves to have been false or
incorrect in any material respect on the date as of which made; or




     (g) (i) the Company or any Subsidiary is in default (as principal or as guarantor or
other surety) in the payment of any principal of or premium or make-whole amount or interest
(in the payment amount of at least $100,000) on any Indebtedness other than the Notes that
is outstanding in an aggregate principal amount of at least $20,000,000 beyond any period of
grace or cure provided with respect thereto, or (ii) the Company or any Subsidiary is in
default in the performance of or compliance with any term of any instrument, mortgage,
indenture or other agreement relating to any Indebtedness other than the Notes in an
aggregate principal amount of at least $20,000,000 or any other condition exists, and as a
consequence of such default or condition such Indebtedness has become, or has been declared,
due and payable or one or more Persons has the right to declare such Indebtedness to be due
and payable before its stated maturity or before its regularly scheduled dates of payment,
or (iii) as a consequence of the occurrence or continuation of any event or condition (other
than the passage of time or the right of the holder of Indebtedness to convert such
Indebtedness into equity interests), the Company or any Subsidiary has become obligated to
purchase or repay Indebtedness other than the Notes before its regular maturity or before
its regularly scheduled dates of payment in an aggregate outstanding principal amount of at
least $20,000,000 or one or more Persons have the right to require the Company or any
Subsidiary to purchase or repay such Indebtedness; or




     (h) the Company, any Material Subsidiary or any Subsidiary Guarantor (i) is generally
not paying, or admits in writing its inability to pay, its debts as they become due, (ii)
files, or consents by answer or otherwise to the filing against it of, a petition for relief
or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to
take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar
law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv)
consents to the appointment of a custodian, receiver, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its property, (v)
is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the
purpose of any of the foregoing; or



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     (i) a court or governmental authority of competent jurisdiction enters an order
appointing, without consent by the Company, any of its Material Subsidiaries or any
Subsidiary Guarantor, a custodian, receiver, trustee or other officer with similar powers
with respect to it or with respect to any substantial part of its property, or constituting
an order for relief or approving a petition for relief or reorganization or any other
petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or
insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of the Company, any of its Material Subsidiaries or any Subsidiary Guarantor, or any such
petition shall be filed against the Company, any of its Material Subsidiaries or any
Subsidiary Guarantor and such petition shall not be dismissed within 60 days; or




     (j) a final judgment or judgments at any one time outstanding for the payment of money
aggregating in excess of $20,000,000 (to the extent not covered by insurance) are rendered
against one or more of the Company, its Material Subsidiaries or any Subsidiary Guarantor
and which judgments are not, within 60 days after entry thereof, bonded, discharged or
stayed pending appeal, or are not discharged within 60 days after the expiration of such
stay; or




     (k) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the
Code for any plan year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under Section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the
PBGC or the PBGC shall have instituted proceedings under Section 4042 of ERISA to terminate
or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or
any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the
aggregate “amount of unfunded benefit liabilities” (within the meaning of Section
4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
shall exceed $20,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is
reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty
or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or
any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any
Subsidiary establishes or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that could increase the liability of the
Company or any Subsidiary thereunder; and any such event or events described in clauses (i)
through (vi) above, either individually or together with any other such event or events,
could reasonably be expected to have a Material Adverse Effect.


As used in Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan”
shall have the respective meanings assigned to such terms in Section 3 of ERISA.




Section 12. Remedies on Default, Etc.




     Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described
in paragraph (h) or (i) of Section 11 (other than an Event of Default described in clause (i) of
paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such



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clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes of every Series then
outstanding shall automatically become immediately due and payable.




     (b) If any other Event of Default has occurred and is continuing, any holder or holders of
more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at
its or their option, by notice or notices to the Company, declare all the Notes then outstanding to
be immediately due and payable.



     (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and
is continuing with respect to any Notes, any holder or holders of Notes at the time outstanding
affected by such Event of Default may at any time, at its or their option, by notice or notices to
the Company, declare all the Notes held by such holder or holders to be immediately due and
payable.



     Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note,
plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued
thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal
amount (to the full extent permitted by applicable law), shall all be immediately due and payable,
in each and every case without presentment, demand, protest or further notice, all of which are
hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note
has the right to maintain its investment in the Notes free from repayment by the Company (except as
herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the
Company in the event that the Notes are prepaid or are accelerated as a result of an Event of
Default, is intended to provide compensation for the deprivation of such right under such
circumstances.



     Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been declared immediately due
and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to
protect and enforce the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement contained herein or
in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or otherwise.



     Section 12.3. Rescission. At any time after the Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of not less than 51% in aggregate
principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if
(a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount
on any Notes that are due and payable and are unpaid other than by reason of such declaration, and
all interest on such overdue principal and Make-Whole Amount and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the
Company nor any other Person shall have paid any amounts which have become due solely by reason of
such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that
have become due solely by reason of such declaration, have been cured or have been waived pursuant



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to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due
pursuant hereto or to any Notes. No rescission and annulment under this Section 12.3 will extend
to or affect any subsequent Event of Default or Default or impair any right consequent thereon.




     Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no
delay on the part of any holder of any Note in exercising any right, power or remedy shall operate
as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right,
power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be
exclusive of any other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise. Without limiting the obligations of the
Company under Section 15, the Company will pay to the holder of each Note on demand such further
amount as shall be sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 12, including, without limitation, reasonable
attorneys’ fees, expenses and disbursements.



Section 13. Registration; Exchange; Substitution of Notes.




     Section 13.1. Registration of Notes. The Company shall keep at its principal executive office
a register for the registration and registration of transfers of Notes. The name and address of
each holder of one or more Notes, each transfer thereof and the name and address of each transferee
of one or more Notes shall be registered in such register. Prior to due presentment for
registration of transfer, the Person in whose name any Note shall be registered shall be deemed and
treated as the owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to any holder of a
Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy
of the names and addresses of all registered holders of Notes.



     Section 13.2. Transfer and Exchange of Notes. (a) Subject to Section 13.2(b), upon surrender
of any Note to the Company at the address and to the attention of the designated officer (all as
specified in Section 18(iv)), for registration of transfer or exchange (and in the case of a
surrender for registration of transfer accompanied by a written instrument of transfer duly
executed by the registered holder of such Note or such holder’s attorney duly authorized in writing
and accompanied by the relevant name, address and other information for notices of each transferee
of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and
deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested
by the holder thereof) of the same Series (and of the same tranche if such Series has separate
tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal
amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder
may request and shall be substantially in the form of the Note of such Series originally issued
hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from
the date to which interest shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. The Company may require payment of a
sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such
transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided
that if necessary to enable the registration of



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transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance
of a Note registered in its name (or the name of its nominee), shall be deemed to have made the
representation set forth in Section 6.3, provided, that in lieu thereof such holder may (in
reliance upon information provided by the Company, which shall not be unreasonably withheld) make a
representation to the effect that the purchase by any transferee of any Note will not constitute a
non-exempt prohibited transaction under section 406(a) of ERISA.




     The Notes have not been registered under the Securities Act or under the securities laws of
any state and may not be transferred or resold unless registered under the Securities Act and all
applicable state securities laws or unless an exemption from the requirement for such registration
is available.



     (b) Each holder hereby agrees that it will not offer for sale or sell any of its Notes or
disclose any Confidential Information to any prospective transferee of the Notes, other than to an
Affiliate of such holder, to another holder or to a lender under the Bank Credit Agreement, without
first delivering written notice to the Company (a “Right of First Offer Notice”) of its intent to
sell such Notes and disclose such Confidential Information. Such Right of First Offer Notice shall
contain a reasonably detailed description of the proposed terms of such sale, including, without
limitation, the proposed purchase price (the “Proposed
Purchase Price”) for the Notes and the names
of up to ten (10) prospective purchasers. If the Company so desires, it may, within 5 Business
Days of the receipt of such Right of First Offer Notice, inform such holder in writing of its
intent to purchase, or have an Affiliate or Institutional Investor designated by the Company
purchase, the Notes (a “Purchase Notice”) from the holder delivering such Right of First Offer
Notice at the Proposed Purchase Price, provided, however, that if at such time a Default or Event
of Default shall have occurred and be continuing, the Company shall not purchase, and shall not
allow any Affiliate or Institutional Investor designated by the Company to purchase, the Notes of
the holder delivering such Right of First Offer Notice, unless the Company, or such Affiliate or
Institutional Investor, shall make an offer to purchase Notes, pro rata, from all holders at the
same time and upon the same terms in accordance with Section 8.5(b). The aggregate principal
amount of the Notes specified in such Purchase Notice shall be purchased by the Company, or such
Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued
interest on such Notes to the purchase date, on the date specified by the Company in the Purchase
Notice which shall be not more than 30 days following delivery of such Purchase Notice. If such
holder does not receive a Purchase Notice from the Company
within 5 Business Days after the delivery of the Right of First Offer Notice, such holder shall
have the right to sell its Notes to one or more of the prospective purchasers identified in the
Right of First Offer Notice for a price which is not less than the Proposed Purchase Price for a
period of 120 days from the date of such Right of First Offer Notice. In the event that the
prospective purchasers identified by a holder in a Right of First Offer Notice shall decline to
purchase the Notes within such 120 day period, then the holder may identify up to 10 additional
Institutional Investors through a new Right of First Offer Notice.



     Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the
attention of the designated officer (all as specified in Section 18(iv)) of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note



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(which evidence shall be, in the case of an Institutional Investor, notice from such Institutional
Investor of such ownership and such loss, theft, destruction or mutilation), and





     (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser
or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified
Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to
be satisfactory), or




     (b) in the case of mutilation, upon surrender and cancellation thereof,


the Company at its own expense shall execute and deliver not more than 10 Business Days following
satisfaction of such conditions, in lieu thereof, a new Note of the same Series (and of the same
tranche if such Series has separate tranches), dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date
of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.




Section 14. Payments on Notes.




     Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make Whole
Amount and interest becoming due and payable on the Notes shall be made in New York, New York at
the principal office of Banc of America Securities LLC in such jurisdiction. The Company may at
any time, by notice to each holder of a Note, change the place of payment of the Notes so long as
such place of payment shall be either the principal office of the Company in such jurisdiction or
the principal office of a bank or trust company in such jurisdiction.



     Section 14.2. Home Office Payment. So long as any Purchaser or Additional Purchaser or such
Purchaser’s nominee or such Additional Purchaser’s nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company
will pay all sums becoming due on such Note for principal, Make-Whole Amount and interest by the
method and at the address specified for such purpose for such Purchaser on Schedule A hereto or, in
the case of any Additional Purchaser, Schedule A attached to any Supplement pursuant to which such
Additional Purchaser is a party, or by such other method or at such other address as such Purchaser
or Additional Purchaser shall have from time to time specified to the Company in writing for such
purpose, without the presentation or surrender of such Note or the making of any notation thereon,
except that upon written request of the Company made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall surrender
such Note for cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated by the Company
pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by any Purchaser
or Additional Purchaser or such Person’s nominee, such Person will, at its election, either endorse
thereon the amount of principal paid thereon and the last date to which interest has been paid
thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to
Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional
Investor that is the direct or indirect transferee of any Note.



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Section 15. Expenses, Etc.




     Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a
special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the
Required Holders in connection with the protection or enforcement of remedies, local or other
counsel) incurred by each Purchaser and each Additional Purchaser and each other holder of a Note
in connection with such transactions and in connection with any amendments, waivers or consents
under or in respect of this Agreement (including any Supplement) or the Notes (whether or not such
amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and
expenses incurred in enforcing or defending (or determining whether or how to enforce or defend)
any rights under this Agreement (including any Supplement) or the Notes or in responding to any
subpoena or other legal process or informal investigative demand issued in connection with this
Agreement (including any Supplement) or the Notes, or by reason of being a holder of any Note, and
(b) the costs and expenses, including financial advisors’ fees, incurred in connection with the
insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or
restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and
will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from,
all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than
those, if any, retained by a Purchaser or other holder in connection with its purchase of the
Notes).



     Section 15.2. Survival. The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this
Agreement, any Supplement or the Notes, and the termination of this Agreement or any Supplement.



Section 16. Survival of Representations and Warranties; Entire Agreement. 




     All representations and warranties contained herein or in any Supplement shall survive the
execution and delivery of this Agreement, such Supplement and the Notes, the purchase or transfer
by any Purchaser or any Additional Purchaser of any such Note or portion thereof or interest
therein and the payment of any Note may be relied upon by any subsequent holder of any such Note,
regardless of any investigation made at any time by or on behalf of any Purchaser or any Additional
Purchaser or any other holder of any such Note. All statements contained in any certificate or
other instrument delivered by or on behalf of the Company pursuant to this Agreement or any
Supplement shall be deemed representations and warranties of the Company under this Agreement;
provided, that the representations and warranties contained in any Supplement shall only be made
for the benefit of the Additional Purchasers which are party to such Supplement and the holders of
the Notes issued pursuant to such Supplement, including subsequent holders of any Note issued
pursuant to such Supplement, and shall not require the consent of the holders of existing Notes.
Subject to the preceding sentence, this Agreement (including every Supplement) and the Notes embody
the entire agreement and understanding between the Purchasers and the Additional Purchasers and the
Company and supersede all prior agreements and understandings relating to the subject matter
hereof.



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Section 17. Amendment and Waiver.




     Section 17.1. Requirements. (a) This Agreement (including any Supplement) and the Notes may
be amended, and the observance of any term hereof or of the Notes may be waived (either
retroactively or prospectively), with (and only with) the written consent of the Company and the
Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2,
3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement, or any defined term (as
it is used in any such Section or such corresponding provision of any Supplement), will be
effective as to any holder of Notes unless consented to by such holder of Notes in writing, and
(ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at
the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time of any prepayment or payment of principal of,
or reduce the rate or change the time of payment or method of computation of interest (if such
change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B)
change the percentage of the principal amount of the Notes the holders of which are required to
consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or
20.



          (b) Supplements. Notwithstanding anything to the contrary contained herein, the Company may
enter into any Supplement providing for the issuance of one or more Series of Additional Notes
consistent with Sections 2.2 hereof without obtaining the consent of any holder of any other Series
of Notes.




     Section 17.2. Solicitation of Holders of Notes.



     (a) Solicitation. The Company will provide each holder of the Notes (irrespective of the
amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the
date a decision is required, to enable such holder to make an informed and considered decision with
respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof,
any Supplement or of the Notes. The Company will deliver executed or true and correct copies of
each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each
holder of outstanding Notes promptly following the date on which it is executed and delivered by,
or receives the consent or approval of, the requisite holders of Notes.



     (b) Payment. The Company will not directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any
security or provide other credit support, to any holder of Notes as consideration for or as an
inducement to the entering into by any holder of Notes of any waiver or amendment of any of the
terms and provisions hereof or any Supplement unless such remuneration is concurrently paid, or
security is concurrently granted or other credit support is concurrently provided, on the same
terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such
waiver or amendment.



     (c) Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 by a
holder of Notes that has transferred or has agreed to transfer its Notes to the Company, any
Subsidiary or any Affiliate of the Company and has provided or has agreed to



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provide such written
consent as a condition to such transfer shall be void and of no force or effect except solely as to
such holder, and any amendments effected or waivers granted or to be effected or granted that would
not have been or would not be so effected or granted but for such consent (and the consents of all
other holders of Notes that were acquired under the same or similar conditions) shall be void and
of no force or effect except solely as to such holder.




     Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Company without regard to whether such Note has been marked to
indicate such amendment or waiver. No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or
impair any right consequent thereon. No course of dealing between the Company and the holder of
any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a
waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and
references thereto shall mean this Agreement as it may from time to time be amended or
supplemented.



     Section 17.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this Agreement or the
Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon
the direction of the holders of a specified percentage of the aggregate principal amount of Notes then
outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be
deemed not to be outstanding.



Section 18. Notices.




     All notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), or (b) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:




     (i) if to a Purchaser or such Purchaser’s nominee, to such Purchaser or such
Purchaser’s nominee at the address specified for such communications in Schedule A to this
Agreement, or at such other address as such Purchaser or such Purchaser’s nominee shall have
specified to the Company in writing pursuant to this Section 18;




     (ii) if to an Additional Purchaser or such Additional Purchaser’s nominee, to such
Additional Purchaser or such Additional Purchaser’s nominee at the address specified for
such communications in Schedule A to any Supplement, or at such other address as such
Additional Purchaser or such Additional Purchaser’s nominee shall have specified to the
Company in writing,




     (iii) if to any other holder of any Note, to such holder at such address as such other
holder shall have specified to the Company in writing pursuant to this Section 18, or



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     (iv) if to the Company, to the Company at its address set forth at the beginning hereof
to the attention of Chief Financial Officer, with a copy to the General Counsel, or at such
other address as the Company shall have specified to the holder of each Note in writing.



Notices under this Section 18 will be deemed given only when actually received.




Section 19. Reproduction of Documents.




     This Agreement and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications that may hereafter be executed, (b) documents received by any
Purchaser at the Closing or by any Additional Purchaser (except the Notes themselves), and (c)
financial statements, certificates and other information previously or hereafter furnished to any
Purchaser or any Additional Purchaser, may be reproduced by such Purchaser or such Additional
Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such
Purchaser or such Additional Purchaser may destroy any original document so reproduced. The
Company agrees and stipulates that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and whether or not such
reproduction was made by such Purchaser or such Additional Purchaser in the regular course of
business) and any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other
holder of Notes from contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.



Section 20. Confidential Information.




     For the purposes of this Section 20, “Confidential Information” means information delivered to
any Purchaser or any Additional Purchaser by or on behalf of the Company or any Subsidiary in
connection with the transactions contemplated by or otherwise pursuant to this Agreement that is
proprietary in nature and that was clearly marked or labeled or otherwise adequately identified
when received by such Purchaser as being confidential information of the Company or such
Subsidiary, provided that such term does not include information that (a) was publicly known or
otherwise known to such Purchaser or such Additional Purchaser prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or
such Additional Purchaser or any Person acting on such Purchaser’s or such Additional Purchaser’s
behalf, (c) otherwise becomes known to such Purchaser or such Additional Purchaser other than
through disclosure by the Company or any Subsidiary or (d) constitutes financial statements
delivered to such Purchaser or such Additional Purchaser under Section 7.1 that are otherwise
publicly available. Each Purchaser and each Additional Purchaser will maintain the confidentiality
of such Confidential Information in accordance with procedures adopted by such Purchaser or such
Additional Purchaser in good faith to protect confidential information of third parties delivered
to such Purchaser or such Additional Purchaser, provided that such Purchaser or such Additional
Purchaser may deliver or disclose Confidential Information to (i) such Purchaser’s or such
Additional Purchaser’s directors, trustees, officers, employees, agents, attorneys and affiliates
(to the extent such disclosure reasonably relates to the




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administration of the investment represented by such Purchaser’s or such Additional
Purchaser’s Notes), (ii) such Purchaser’s or such Additional Purchaser’s financial advisors and
other professional advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note,
(iv) any Institutional Investor to which such Purchaser or such Additional Purchaser sells or
offers to sell such Note or any part thereof or any participation therein (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (v) any Person from which such Purchaser or such Additional
Purchaser offers to purchase any security of the Company (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the provisions of this Section
20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser or such
Additional Purchaser, (vii) the National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access to information about
such Purchaser’s or such Additional Purchaser’s investment portfolio, or (viii) any other Person to
which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any
law, rule, regulation or order applicable to such Purchaser or such Additional Purchaser, (x) in
response to any subpoena or other legal process, (y) in connection with any litigation to which
such Purchaser or such Additional Purchaser is a party or (z) if an Event of Default has occurred
and is continuing, to the extent such Purchaser or such Additional Purchaser may reasonably
determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under such Purchaser’s or such Additional Purchaser’s Notes,
the Subsidiary Guaranty and this Agreement. Each holder of a Note, by its acceptance of a Note,
will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20
as though it were a party to this Agreement. On reasonable request by the Company in connection
with the delivery to any holder of a Note of information required to be delivered to such holder
under this Agreement or requested by such holder (other than a holder that is a party to this
Agreement or its nominee), such holder will enter into an agreement with the Company embodying the
provisions of this Section 20.



Section 21. Substitution of Purchaser.




     Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its
Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written
notice to the Company, which notice shall be signed by both such Purchaser or such Additional
Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of
the representations set forth in Section 6. Upon receipt of such notice, any reference to such
Purchaser or such Additional Purchaser in this Agreement (other than in this Section 21), shall be
deemed to refer to such Affiliate in lieu of such original Purchaser or such original Additional
Purchaser. In the event that such Affiliate is so substituted as a Purchaser or an Additional
Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser or such
original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the
Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” or an
“Additional Purchaser” in this Agreement (other than in this Section 21), shall no longer be
deemed to refer to such Affiliate, but shall refer to such original Purchaser or such original



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Additional Purchaser, and such original Purchaser or such original Additional Purchaser shall again
have all the rights of an original holder of the Notes under this Agreement.



Section 22. Miscellaneous.




     Section 22.1. Successors and Assigns. All covenants and other agreements contained in this
Agreement (including all covenants and other agreements contained in any Supplement) by or on
behalf of any of the parties hereto bind and inure to the benefit of their respective successors
and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed
or not.



     Section 22.2. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to
the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice
of any optional prepayment specify a Business Day as the date fixed for such prepayment), any
payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other
than a Business Day shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next succeeding Business
Day; provided that if the maturity date of any Note is a date other than a Business Day, the
payment otherwise due on such maturity date shall be made on the next succeeding Business Day and
shall include the additional days elapsed in the computation of interest payable on such next
succeeding Business Day.



     Section 22.3. Accounting Terms. All accounting terms used herein, which are not expressly
defined in this Agreement, have the meanings respectively given to them in accordance with GAAP.
Except as otherwise specifically provided herein, (i) all computations made pursuant to this
Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be
prepared in accordance with GAAP. For purposes of determining compliance with the covenants set
out in this Agreement, any election by the Company to measure an item of Indebtedness using fair
value (as permitted by Statement of Financial Accounting Standards Nos. 157 or 159) shall be
disregarded and such determination shall be made by valuing indebtedness at 100% of the outstanding
principal thereof. If the Company notifies the Purchasers that it wishes to amend any covenant in
Sections 10.1, 10.2 or 10.3 to eliminate the effect of any change in GAAP on the operation of such
covenant, then the Company’s compliance with such covenant shall be determined on the basis of GAAP
in effect immediately before the relevant change in GAAP became effective, until either such notice
is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required
Holders.



     Section 22.4. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by
law) not invalidate or render unenforceable such provision in any other jurisdiction.



     Section 22.5. Construction. Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained herein,



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so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to
excuse compliance with any other covenant. Where any provision herein refers to action to be taken
by any Person, or which such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person.




     For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be
deemed to be a part hereof.



     Section 22.6. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute one instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto.



     Section 22.7. Governing Law. This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would permit the application of
the laws of a jurisdiction other than such State.



     Section 22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably
submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the
Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or
relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the
Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise,
any claim that it is not subject to the jurisdiction of any such court, any objection that it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.



          (b) The Company consents to process being served by or on behalf of any holder of Notes in any
suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof
by registered or certified mail (or any substantially similar form of mail), postage prepaid,
return receipt requested, to it at its address specified in Section 18 or at such other address of
which such holder shall then have been notified pursuant to said Section. The Company agrees that
such service upon receipt (i) shall be deemed in every respect effective service of process upon it
in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by
applicable law, be taken and held to be valid personal service upon and personal delivery to it.
Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt
furnished by the United States Postal Service or any reputable commercial delivery service.




          (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve
process in any manner permitted by law, or limit any right that the holders of any of the Notes may
have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to
enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.





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          (d) The parties hereto hereby waive trial by jury in any action brought on or with respect
to this Agreement, the Notes or any other document executed in connection herewith or
therewith.




* * * * *



-45-









 





          The execution hereof by the Purchasers shall constitute a contract among the Company and the
Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any
number of counterparts, each executed counterpart constituting an original but all together only
one agreement.




	 	 	 	 	 
	 	Very truly yours,



International Speedway Corporation

 	 
	 	By:  	/s/ Daniel W. Houser
 	 
	 	 	Name:  	Daniel W. Houser 	 
	 	 	Title:  	Senior Vice President

 and Chief
Financial Officer 	 



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Accepted as of the date first written above.




	 	 	 	 	 
	 	The Lincoln National Life Insurance Company

 	 
	 	By:  	Delaware Investment Advisers, a series of
 	 
	 	 	Delaware Management Business Trust,  	 
	 	 	Attorney in Fact 	 
	 	 	 
	 	By  	                                                /s/ Frank G. LaTorraca
 	 
	 	 	Name:  	Frank G. LaTorraca 	 
	 	 	Title:  	Vice President 	 
	 
	 	Metropolitan Life Insurance Company

General American Life Insurance Company

 	 
	 	By:  	Metropolitan Life Insurance Company,its
 	 
	 	 	Investment Manager 	 
	 	 	 
	 	By  	                                                /s/ Judith A. Gulotta
 	 
	 	 	Name:  	Judith A. Gulotta 	 
	 	 	Title:  	Managing Director 	 



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Defined Terms




     As used herein, the following terms have the respective meanings set forth below or set forth
in the Section hereof following such term:



     “Additional Notes” is defined in Section 2.2.



     “Additional Purchasers” means purchasers of Additional Notes.



     “Affiliate” means as to any Person, any other Person which, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person. For purposes of this
definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses,
directly or indirectly, power either (a) to independently (or collectively with other Credit
Parties and their Subsidiaries) vote 25% or more of the securities having ordinary voting power for
the election of directors of such Person or (b) to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise. All Subsidiaries shall be deemed to
be Affiliates.



     “Anti-Terrorism Order” means Executive Order No. 13,224 of September 24, 2001, Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.



     “Asset Sale Prepayment Date” is defined in Section 8.8.



     “Asset Sale Response Date” is defined in Section 8.8.



     “Bank Credit Agreement” means the Revolving Credit Agreement dated as of November 19, 2010 by
and among the Company, Wells Fargo Bank, N.A., as administrative agent, and the other financial
institutions party thereto, as amended, restated, joined, supplemented or otherwise modified from
time to time, and any renewals, extensions or replacements thereof which constitute the primary
bank credit facility of the Company and its Subsidiaries.



     “Bank Lenders” means the banks and financial institutions party to the Bank Credit Agreement.



     “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial
banks in New York, New York are required or authorized to be closed.



     “Capital Lease” means, at any time, a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.



     “Capital Lease Obligation” means, with respect to any Person and a Capital Lease, the amount
of the obligation of such Person as the lessee under such Capital Lease that would, in accordance
with GAAP, appear as a liability on a balance sheet of such Person.



Schedule 10.4

(to Note Purchase Agreement)



 









 





     “Capital Stock” means all shares, options, warrants, general or limited partnership interest,
membership interests or other equivalents (regardless of how designated) of or in a corporation,
partnership, limited liability company or equivalent entity whether voting or nonvoting, including
common stock, preferred stock or any other “equity security” (as such term is defined in Rule
3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934).



     “Change in Control” is defined in Section 8.7(f).



     “Closing” is defined in Section 3.



     “Closing Date” means the date of the Closing.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time.



     “Company” means International Speedway Corporation, a Florida corporation.



     “Confidential Information” is defined in Section 20.



     “Consolidated EBITDA” means, for any period, the sum of (a) Consolidated Net Income for such
period, plus (b) an amount which, in the determination of Consolidated Net Income for such period,
has been deducted for (i) Consolidated Interest Expense, (ii) total federal, state, local and
foreign income, value added and similar taxes determined on a consolidated basis in accordance with
GAAP, (iii) depreciation and amortization expense (including, without limitation, the amortization
of finance charges) determined on a consolidated basis in accordance with GAAP, and (iv)
non-recurring non-cash charges (excluding non-recurring non-cash charges resulting in reserves from
which future cash expenditures will be made), including, but not limited to, (A) charges incurred
in accordance with SFAS 141 and 142 and (B) charges (whether or not given effect on a cumulative or
retroactive basis) resulting from the adoption of, or any change to, accounting rules and
standards, in each case as determined in accordance with GAAP, minus (c) to the extent included in
the determination of Consolidated Net Income for such period, Consolidated Interest Income,
plus/minus (d) to the extent included in the determination of Consolidated Net Income for such
period, losses or earnings attributable to equity investments by the Company and its Subsidiaries
in unconsolidated Subsidiaries and joint ventures, minus (e) to the extent included in the
determination of Consolidated Net Income for such period, non-recurring non-cash gains (whether or
not given effect on a cumulative or retroactive basis) resulting from the adoption of, or any
change to, accounting rules and standards, as determined in accordance with GAAP.



     “Consolidated Funded Indebtedness” means as of any date of determination the total amount of
all Indebtedness of the Company and its Subsidiaries determined on a consolidated basis in
accordance with GAAP. For purposes of calculating Leverage Ratio, the Kansas Speedway Corporation
Guaranty shall not be Consolidated Funded Indebtedness.



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     “Consolidated Interest Expense” means of the Company and its Subsidiaries, for any period,
determined on a consolidated basis in accordance with GAAP, all interest expense of the Company
and its Subsidiaries including the interest component relating to Capital Lease Obligations
expensed during such period (whether or not actually paid during such period), as determined in
accordance with GAAP. For purposes of calculating the Interest Coverage Ratio, the Kansas Speedway
Corporation Guaranty shall not be Consolidated Interest Expense.



     “Consolidated Interest Income” shall mean, for any period, all interest income of the Company
and its Subsidiaries, as determined in accordance with GAAP.



     “Consolidated Net Income” means, for any period, for any period, net income (excluding
extraordinary items) after taxes for such period of the Company and its Subsidiaries on a
consolidated basis, as determined in accordance with GAAP.



     “Consolidated Net Worth” means the consolidated stockholder’s equity of the Company and its
Subsidiaries, as defined according to GAAP.



     “Consolidated Total Assets” means, as of any date of determination, the total amount of all
assets of the Company and its Subsidiaries, determined on a consolidated basis in accordance with
GAAP.



     “Default” means an event or condition the occurrence or existence of which would, with the
lapse of time or the giving of notice or both, become an Event of Default.



     “Default Rate” means with respect to the Notes of any Series that rate of interest that is 2%
per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes of
such Series (and of such tranche if such Series has separate tranches).



     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case at the option
of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the
repayment in full of the Notes; provided that only the portion of Capital Stock which so matures or
is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of
the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further,
that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of
the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not
constitute Disqualified Stock solely because it may be required to be repurchased by the Company in
order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s
termination, death or disability; provided, further, that any class of Capital Stock of such Person
that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of
Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock. The
amount (or principal amount) of Disqualified Stock deemed to be outstanding at any time for
purposes of this Agreement will be the maximum amount that the Company and its Subsidiaries may
become obligated to pay upon the maturity of, or pursuant to



-50-









 




any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued
dividends.




     “Domestic Subsidiary” means any Subsidiary of the Company, whether presently or hereafter
created or existing, that is organized and existing under the laws of the United States or any
state or commonwealth thereof or under the laws of the District of Columbia.



     “Electronic Delivery” is defined in Section 7.1(a).



     “Environmental Laws” means any and all federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in effect.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as
a single employer together with the Company under section 414 of the Code.



     “Event of Default” is defined in Section 11.



     “Excess Proceeds” is defined in Section 10.5.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Excluded Subsidiaries” shall mean each of 380 Development LLC, Kansas Speedway Development
Corporation and Daytona Beach Property Headquarters Building, LLC.



     “Fair Market Value” means, at any time and with respect to any property, the sale value of
such property that would be realized in an arm’s-length sale at such time between an informed and
willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell),
as reasonably determined in the good faith opinion of the Company’s board of directors.



     “France Family” means the France Family Group, as defined in Amendment No. 16 to Schedule 13G
filed with the SEC by the France Family Group on February 16, 2010, as further amended from time to
time.



     “GAAP” means those generally accepted accounting principles as in effect from time to time in
the United States of America.



-51-









 





     “Governmental Authority” means




     (a) the government of




     (i) the United States of America or any state or other political subdivision
thereof, or




     (ii) any jurisdiction in which the Company or any Subsidiary conducts all or
any part of its business, or which has jurisdiction over any properties of the
Company or any Subsidiary, or




     (b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.



     “Guarantor Release” is defined in Section 2.3(b).



     “Guaranty” means, with respect to any Person, any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection) of such Person
guaranteeing or in effect guaranteeing any Indebtedness, dividend or other obligation of any other
Person in any manner, whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:




     (a) to purchase such Indebtedness or obligation or any property constituting security
therefor primarily for the purpose of assuring the owner of such Indebtedness or obligation
of the ability of any other Person to make payment of the Indebtedness or obligation;




     (b) to advance or supply funds (i) for the purchase or payment of such Indebtedness or
obligation, or (ii) to maintain any working capital or other balance sheet condition or any
income statement condition of any other Person or otherwise to advance or make available
funds for the purchase or payment of such Indebtedness or obligation;




     (c) to lease properties or to purchase properties or services primarily for the purpose
of assuring the owner of such Indebtedness or obligation of the ability of any other Person
to make payment of the Indebtedness or obligation; or




     (d) otherwise to assure the owner of such Indebtedness or obligation against loss in
respect thereof.



     In any computation of the Indebtedness or other liabilities of the obligor under any Guaranty,
the Indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be
direct obligations of such obligor.



     “Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other
substances that might pose a hazard to health and safety, the removal of which may be required or
the generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of
which is or shall be restricted, prohibited or penalized by any applicable law including, but not
limited



-52-









 




to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum,
petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized
substances.




     “Hedging Obligations” of any Person means any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under
(i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions
and modifications of any Hedging Transactions and any and all substitutions for any Hedging
Transactions.



     “Hedging Transactions” of any Person means (a) any transaction (including an agreement with
respect to any such transaction) now existing or hereafter entered into by such Person that is a
rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap or option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option, spot transaction, credit protection
transaction, credit swap, credit default swap, credit default option, total return swap, credit
spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back
transaction, securities lending transaction, or any similar transaction (including any option with
respect to any of these transactions) or any combination thereof, whether or not any such
transaction is governed by or subject to any master agreement and (b) any and all transactions of
any kind, and the related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.



     “holder” means, with respect to any Note, the Person in whose name such Note is registered in
the register maintained by the Company pursuant to Section 13.1.



     “Indebtedness” with respect to any Person means, at any time, without duplication,




     (a) all obligations of such Person for borrowed money;




     (b) all obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;




     (c) all obligations of such Person in respect of the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of
business);




     (d) all obligations of such Person under any conditional sale or other title retention
agreement(s) relating to property acquired by such Person;



-53-









 






     (e) all Capital Lease Obligations of such Person;




     (f) all obligations, contingent or otherwise, of such Person in respect of letters of
credit, acceptances or similar extensions of credit;




     (g) all Guarantees of such Person of the type of Indebtedness described in clauses (a)
through (f) hereof;




     (h) all Indebtedness of a third party secured by any Lien on property owned by such
Person, whether or not such Indebtedness has been assumed by such Person (excluding a lien
on equity interests in a joint venture securing any obligations of such joint venture);




     (i) all obligations of such Person with respect to Disqualified Stock;




     (j) Off-Balance Sheet Liabilities; and




     (k) all Hedging Obligations.



     The Indebtedness of any Person shall include the Indebtedness of any partnership or joint
venture in which such Person is a general partner or a joint venturer, except to the extent that
the terms of such Indebtedness provide that such Person is not liable therefor.



     Notwithstanding the foregoing, the following shall not constitute or be deemed “Indebtedness”:



     (i) any Indebtedness which has been defeased in accordance with GAAP or defeased pursuant to
the deposit or cash and cash equivalents (in an amount sufficient to satisfy all such Indebtedness
obligations at maturity or redemption, as applicable, and all payments of interest and premium, if
any) in a trust or account created or pledged for the sole benefit of the holders of such
Indebtedness, and subject to no other Liens, and the other applicable terms of the instrument
governing such Indebtedness;



     (ii) in connection with the purchase by the Company or any Subsidiary of any property, the
term “Indebtedness” will exclude post closing payment adjustments to which the seller may become
entitled to the extent such payment is determined by a closing purchase price adjustment or such
payment depends on the performance of such property after the closing; provided, however, that, at
the time of closing, the amount of any such payment is not determinable and, to the extent such
payment at a later date becomes finally fixed and determined by the parties to the purchase, the
amount is paid within 30 days after such date; and



     (iii) current and long term deferred income, current and deferred income taxes payable,
capitalized payments in lieu of property taxes in accordance with GAAP, liabilities arising as a
result of outstanding gift certificates and any loyalty rewards obligations and expenses, in each
case accrued in the ordinary course of business.



-54-









 





     “Indenture” means the Indenture, dated as of April 23, 2004 pertaining to the Company’s 5.40%
Notes due 2014, as amended or supplemented from time to time.



     “Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of more
than $2,000,000 of the aggregate principal amount of the Notes then outstanding, and (c) any bank,
trust company, savings and loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form.



     “Interest Coverage Ratio” shall mean, with respect to the Company and its Subsidiaries on a
consolidated basis for the twelve month period ending on the last day of any fiscal quarter of the
Company and its Subsidiaries, the ratio of (a) Consolidated EBITDA for such period, to (b)
Consolidated Interest Expense for such period; provided, however, that the Interest Coverage Ratio
may be adjusted from time to time with the mutual consent of the Company and the Required Holders
to reflect the postponement of major race events into subsequent accounting periods, the
rescheduling of major race events and the occurrence of major race events in different accounting
periods. For purposes of calculating Interest Coverage Ratio for any period of four consecutive
quarters, if during such period the Company or any Subsidiary shall have acquired any Person or
acquired all or substantially all of the operating assets of any Person during such period,
Consolidated Interest Expense and Consolidated EBITDA for such period shall be calculated after
giving pro forma effect thereto as if such transaction occurred on the first day of such period.



     “Kansas Speedway Corporation Guaranty” shall mean the guaranty by Kansas Speedway Corporation
of the 2002 STAR Bonds in an amount not to exceed $2,590,000.



     “Lease Rentals” means, for any period, the aggregate amount of fixed rental or operating lease
expense payable by the Company and its Subsidiaries with respect to leases of real and personal
property (excluding Capital Lease Obligations) determined in accordance with GAAP.



     “Leverage Ratio” means, with respect to the Company and its Subsidiaries on a consolidated
basis for the period of four consecutive fiscal quarters ending on the last day of any fiscal
quarter, the ratio of (a) Consolidated Funded Indebtedness on the last day of such period to (b)
Consolidated EBITDA for such period; provided, however, that the Leverage Ratio may be adjusted
from time to time with the mutual consent of the Company and the Required Holders to reflect the
postponement of major race events into subsequent accounting periods, the rescheduling of major
race events and the occurrence of major race events in different accounting periods. For purposes
of calculating Leverage Ratio for any period of four consecutive quarters, if during such period
the Company or any Subsidiary shall have acquired any Person or acquired all or substantially all
of the operating assets of any Person during such period, Consolidated EBITDA for such period shall
be calculated after giving pro forma effect thereto as if such transaction occurred on the first
day of such period.



     “Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title retention agreement



-55-









 




(other than an operating lease) or Capital Lease, upon or with respect to any property or
asset of such Person (including, in the case of stock, shareholder agreements, voting trust
agreements and all similar arrangements).




     “Make-Whole Amount” shall have the meaning (i) set forth in Section 8.6 with respect to any
Series 2011A Note and (ii) set forth in the applicable Supplement with respect to any other Series
of Notes.



     “Material” means material in relation to the business, operations, affairs, financial
condition, assets or properties of the Company and its Subsidiaries taken as a whole.



     “Material Adverse Effect” means a material adverse effect on (a) the business, operations,
affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a
whole, or (b) the ability of the Company to perform its obligations under this Agreement (including
any Supplement) and the Notes, (c) the ability of any Subsidiary Guarantor to perform its
obligations under the Subsidiary Guaranty or (d) the validity or enforceability of this Agreement
(including any Supplement), the Notes or the Subsidiary Guaranty.



     “Material Subsidiary” means, at any time, any Subsidiary of the Company which, together with
all other Subsidiaries of such Subsidiary, accounts for more than (i) 5% of the consolidated assets
of the Company and its Subsidiaries or (ii) 5% of consolidated revenue of the Company and its
Subsidiaries.



     “Memorandum” is defined in Section 5.3.



     “Moody’s” means Moody Investors Service, Inc.



     “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA).



     “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Subsidiaries in respect of any sale, lease or other disposition of assets (an “Asset Sale”), net
of:



     (1) the direct costs relating to such Asset Sale, including, without limitation, legal,
accounting and investment banking fees, title and recording tax expenses and sales commissions, and
any relocation and severance expenses and charges of personnel incurred as a result of the Asset
Sale,



     (2) taxes paid or payable or required to be accrued as a liability under GAAP as a result of
the Asset Sale, in each case, after taking into account any available tax credits or deductions and
any tax sharing arrangements,



     (3) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the
properties or assets that were the subject of such Asset Sale,



-56-









 





     (4) all distributions and other payments required to be made to minority interest holders in
Subsidiaries as a result of such Asset Sale, and



     (5) any amounts to be set aside in any reserve established in accordance with GAAP or any
amount placed in escrow, in either case for adjustment in respect of the sale price of such
properties or assets or for liabilities associated with such Asset Sale and retained by the Company
or any of its Subsidiaries until such time as such reserve is reversed or such escrow arrangement
is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed
or the amount returned to the Company or its Subsidiaries from such escrow arrangement, as the case
may be



     “Notes” is defined in Section 1.



     “Off-Balance Sheet Liabilities” of any Person means (a) any repurchase obligation or liability
of such Person with respect to accounts or notes receivable sold by such Person, (b) any liability
of such Person under any sale and leaseback transactions that do not create a liability on the
balance sheet of such Person, (c) any Synthetic Lease Obligation or (d) any obligation arising with
respect to any other transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute liability on the balance sheet of such Person.



     “Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other
officer of the Company whose responsibilities extend to the subject matter of such certificate.



     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.



     “Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, or a government or agency or political subdivision
thereof.



     “Plan” means an “employee pension benefit plan” (as defined in Section 3(3) of ERISA) that is
or, within the preceding five years, has been established or maintained, or to which contributions
are or, within the preceding five years, have been made or required to be made, by the Company or
any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any
liability.



     “Priority Debt” means (without duplication), as of the date of any determination thereof, the
sum of (i) all unsecured Indebtedness of Subsidiaries (including all Guaranties of Indebtedness of
the Company but excluding (x) Indebtedness owing to the Company or any other Subsidiary, (y)
Indebtedness outstanding at the time such Person became a Subsidiary, provided that such
Indebtedness shall have not been incurred in contemplation of such person becoming a Subsidiary,
together with any renewal or refinancing thereof so long as the principal amount thereof is not
increased, and (z) all Indebtedness of any Subsidiary which has also guaranteed the Company’s
obligations under the Notes and this Agreement), and (ii) all Indebtedness of the Company and its
Subsidiaries secured by Liens other than Indebtedness secured by Liens permitted by subparagraphs
(a) through (n), inclusive, of Section 10.4.



-57-









 





     “property” or “properties” means, unless otherwise specifically limited, real or personal
property of any kind, tangible or intangible, choate or inchoate.



     “Purchasers” means the purchasers of the Notes named in Schedule A hereto.



     “QPAM Exemption” means Prohibited Transaction Class Exemption 84 14 issued by the United
States Department of Labor.



     “Qualified Institutional Buyer” means any Person who is a qualified institutional buyer within
the meaning of such term as set forth in Rule 144(a)(1) under the Securities Act.



     “Ratable Portion” means, with respect to any Note, an amount equal to the product of (x) the
amount equal to the Net Proceeds being so applied to the prepayment or defeasance of Senior
Indebtedness in accordance with Section 10.5(2), multiplied by (y) a fraction the numerator of
which is the outstanding principal amount of such Note and the denominator of which is the
aggregate principal amount of Senior Indebtedness of the Company and its Subsidiaries being prepaid
or defeased pursuant to Section 10.5(2).



     “Required Holders” means, at any time, the holders of not less than 51% in principal amount of
the Notes of all Series at the time outstanding (exclusive of Notes then owned by the Company or
any of its Affiliates and any Notes held by parties who are contractually required to abstain from
voting with respect to matters affecting the holders of the Notes).



     “Responsible Officer” means any Senior Financial Officer and any other officer of the Company
with responsibility for the administration of the relevant portion of this Agreement.



     “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Companies, Inc.



     “Securities Act” means the Securities Act of 1933, as amended from time to time.



     “Senior Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or comptroller of the Company.



     “Senior Indebtedness” means, as of the date of any determination thereof, all Consolidated
Funded Indebtedness, other than Subordinated Indebtedness.



     “Series” means any series of Notes issued pursuant to this Agreement or any Supplement hereto.



     “Series 2011A Notes” is defined in Section 1 of this Agreement.



     “Subordinated Indebtedness” means all unsecured Indebtedness of the Company that shall contain
or have applicable thereto subordination provisions providing for the subordination thereof to the
obligations of the Company under this Agreement, any Supplement or the Notes or any other
Indebtedness of the Company.



-58-









 





     “Subsidiary” means, as to any Person, any corporation, association or other business entity in
which such Person or one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and any partnership or joint venture if more than a
50% interest in the profits or capital thereof is owned by such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and
does ordinarily take major business actions without the prior approval of such Person or one or
more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a
“Subsidiary” is a reference to a Subsidiary of the Company.



     “Subsidiary Guarantor” means each Subsidiary which is party to the Subsidiary Guaranty.



     “Subsidiary Guaranty” is defined in Section 2.3 of this Agreement.



     “Substantial Part” is defined in Section 10.5 of this Agreement.



     “Supplement” is defined in Section 2.2 of this Agreement.



     “Synthetic Lease” means a lease transaction under which the parties intend that (a) the lease
will be treated as an “operating lease” by the lessee pursuant to Accounting Standards Codification
Sections 840-10 and 840-20, as amended, and (b) the lessee will be entitled to various tax and
other benefits ordinarily available to owners (as opposed to lessees) of like Property.



     “Synthetic Lease Obligations” means, with respect to any Person, the sum of (a) all remaining
rental obligations of such Person as lessee under Synthetic Leases which are attributable to
principal and, without duplication, (b) all rental and purchase price payment obligations of such
Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease
property at the end of the lease term.



     “tranche” means all Notes of a Series having the same maturity, interest rate and schedule for
mandatory prepayments.



     “USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act)
Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.




-59-












 






[Form of Series 2011A Note]




International Speedway Corporation



4.63% Series 2011A Senior Note Due January 18, 2021



			
	No. [_____]
	 	[Date]
	 	 	 
	$[__________]
	 	PPN 460335 A*3






     For Value Received, the undersigned, International Speedway Corporation
(herein called the “Company”), a corporation organized and existing under the laws of the State of
Florida, hereby promises to pay to [_____________________] or registered assigns, the principal sum
of [______________] Dollars (or so much thereof as shall not have been prepaid) on January
18, 2021 with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on the
unpaid balance hereof at the rate of 4.63% per annum from the date hereof, payable semi-annually,
on the 18th day of January and July in each year and at maturity, commencing on July 18, 2011,
until the principal hereof shall have become due and payable, and (b) to the extent permitted by
law, at a rate per annum from time to time equal to 6.63%, on any overdue payment of interest and,
during the continuance of an Event of Default, on the unpaid balance hereof, payable semiannually
as aforesaid (or, at the option of the registered holder hereof, on demand).



     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Bank of
America, N.A. in New York, New York or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Note Purchase Agreement referred to
below.



     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Note Purchase Agreement, dated as of January 18, 2011 (as from time to time amended,
supplemented or modified, the “Note Purchase Agreement”), between the Company and the respective
Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be
deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections
6.2 and 6.3 of the Note Purchase Agreement, provided, that in lieu thereof such holder may (in
reliance upon information provided by the Company, to the extent such information is readily
available to the Company) make a representation to the effect that the purchase by any holder of
any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.
Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.



     This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney



Exhibit
 1

(to Note Purchase Agreement)




 









 







duly authorized in writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for registration of transfer,
the Company may treat the person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Company will not be affected by
any notice to the contrary.




     The Company will make required prepayments of principal on the date and in the amounts
specified in the Note Agreement. This Note is subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but
not otherwise.



     Pursuant to the Subsidiary Guaranty Agreement dated as of January 18, 2011 (as amended,
restated or otherwise modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries
of the Company have absolutely and unconditionally guaranteed payment in full of the principal of,
Make-Whole Amount, if any, and interest on this Note and the performance by the Company of its
obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary
Guaranty.



     If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.



     This Note shall be construed and enforced in accordance with, and the rights of the issuer and
holder hereof shall be governed by, the law of the State of New York excluding choice-of-law
principles of the law of such State that would require the application of the laws of a
jurisdiction other than such State.



	 	 	 	 	 
	 	International Speedway Corporation

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



E-1-2









 






	 	 	 	 	 



Form of Subsidiary Guaranty




Exhibit 2.3

(to Note Purchase Agreement)




 









 








Form of Opinion of General Counsel

to the Company





     The closing opinion of Gary Crotty, General Counsel of the Company, which is called for by
Section 4.4 of the Note Purchase Agreement, shall be dated the date of Closing and addressed to the
Purchasers, shall be satisfactory in scope and form to each Purchaser and shall be to the effect
that:




     1. The Company has the full corporate power and the corporate authority to conduct the
activities in which it is now engaged and is duly licensed or qualified and is in good
standing as a foreign corporation in each jurisdiction in which the character of the
properties owned or leased by it or the nature of the business transacted by it makes such
licensing or qualification necessary except in jurisdictions where the failure to be so
qualified or licensed would not have a material adverse effect on the business of the
Company.




     2. Each Subsidiary is a corporation or similar legal entity, duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization, and is
duly licensed or qualified and is in good standing in each jurisdiction in which the
character of the properties owned or leased by it or the nature of the business transacted
by it makes such licensing or qualification necessary except in jurisdictions where the
failure to be so qualified or licensed would not have a material adverse effect on the
business of such Subsidiary. All of the issued and outstanding shares of capital stock or
similar equity interests of each such Subsidiary have been duly issued, are fully paid and
non-assessable and are owned by the Company, by one or more Subsidiaries, or by the Company
and one or more Subsidiaries.




     3. The issuance and sale of the Series 2011A Notes, the execution, delivery and
performance by the Company of the Note Purchase Agreement, and the execution, delivery and
performance by each Subsidiary Guarantor of the Subsidiary Guaranty do not violate any
provision of any law or other rule or regulation of any Governmental Authority applicable to
the Company or any such Subsidiary Guarantor or conflict with or result in any breach of any
of the provisions of or constitute a default under or result in the creation or imposition
of any Lien upon any property of the Company or any such Subsidiary Guarantor pursuant to
the provisions of the Articles or Certificate of Incorporation or By-laws, or such similar
organizational or governing instrument, as the case may be, of the Company or such
Subsidiary Guarantor or any agreement or other instrument known to such counsel to which the
Company or any such Subsidiary Guarantor is a party or by which the Company or any such
Subsidiary Guarantor may be bound.




     4. There are no actions, suits or proceedings pending or, to the knowledge of such
counsel after due inquiry, threatened against or affecting the Company or any Subsidiary in
any court or before any governmental authority or arbitration board or tribunal which, if
adversely determined, would have a materially adverse effect on the properties, business,
profits or condition, (financial or otherwise) of the Company and its



Exhibit
4.4(a)

(to Note Purchase Agreement)




 









 









Subsidiaries or the ability of the Company to perform its obligations under the Note
Purchase Agreement and the Series 2011A Notes or on the legality, validity or enforceability
of the Company’s obligations under the Note Purchase Agreement and the Series 2011A Notes.
To the knowledge of such counsel, neither the Company nor any Subsidiary is in default with
respect to any court or governmental authority, or arbitration board or tribunal.



     The opinion of Gary Crotty shall cover such other matters relating to the sale of the Notes as
each Purchaser may reasonably request and successors and assigns of the Purchasers shall be
entitled to rely on such opinion. With respect to matters of fact on which such opinion is based,
such counsel shall be entitled to rely on appropriate certificates of public officials and other
officers of the Company and its Subsidiaries.



E-4.4(a)-2









 





Form of Opinion of Special Counsel

to the Company




     The closing opinion of Baker Botts L.L.P., special counsel to the Company, which is called for
by Section 4.4 of the Note Purchase Agreement, shall be dated the date of Closing and addressed to
the Purchasers, shall be satisfactory in scope and form to each Purchaser and shall be to the
effect that:




     1. The Company is a corporation, duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation and has the corporate power and
authority to execute and perform the Note Purchase Agreement and to issue the Notes.




     2. The Note Purchase Agreement has been duly authorized by all necessary corporate
action on the part of the Company, has been duly executed and delivered by the Company and
constitutes the legal, valid and binding contract of the Company enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance and similar laws affecting creditors’ rights generally, and general principles of
equity (regardless of whether the application of such principles is considered in a
proceeding in equity or at law).




     3. The Series 2011A Notes have been duly authorized by all necessary corporate action
on the part of the Company, have been duly executed and delivered by the Company and
constitute the legal, valid and binding contract of the Company enforceable against the
Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
conveyance and similar laws affecting creditors’ rights generally, and general principles of
equity (regardless of whether the application of such principles is considered in a
proceeding in equity or at law).




     4. The Subsidiary Guaranty has been duly authorized by all necessary corporate or other
organizational action on the part of each Subsidiary Guarantor, has been duly executed and
delivered by each Subsidiary Guarantor and constitutes the legal, valid and binding contract
of each such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and
similar laws affecting creditors’ rights generally, and general principles of equity
(regardless of whether the application of such principles is considered in a proceeding in
equity or at law).




     5. No approval, consent or withholding of objection on the part of, or filing,
registration or qualification with, any governmental body, Federal or state, is necessary in
connection with the execution and delivery of the Note Purchase Agreement, the Series 2011A
Notes or the Subsidiary Guaranty.




     6. The issuance, sale and delivery of the Series 2011A Notes and the execution and
delivery of the Subsidiary Guaranty by the Subsidiary Guarantors under the circumstances
contemplated by the Note Purchase Agreement and the Subsidiary



Exhibit
4.4(b)

(to Note Purchase Agreement)




 









 









Guaranty do not, under existing law, require the registration of the Series 2011A Notes or
the Subsidiary Guaranty under the Securities Act of 1933, as amended, or the qualification
of an indenture under the Trust Indenture Act of 1939, as amended.




     7. Neither the issuance of the Series 2011A Notes nor the application of the proceeds
of the sale of the Series 2011A Notes will violate or result in a violation of Section 7 of
the Securities Exchange Act of 1934, as amended, or any regulation issued pursuant thereto,
including, without limitation, Regulation T, U or X of the Board of Governors of the Federal
Reserve System.




     8. The Company is not an “investment company” or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940, as amended.



     The opinion of Baker Botts L.L.P. shall cover such other matters relating to the sale of the
Notes as each Purchaser may reasonably request and successors and assigns of the Purchasers shall
be entitled to rely on such opinion. With respect to matters of fact on which such opinion is
based, such counsel shall be entitled to rely on appropriate certificates of public officials and
other officers of the Company and its Subsidiaries.



E-4.4(b)-2









 





Form of Opinion of Special Counsel

to the Purchasers




     The closing opinion of Chapman and Cutler LLP, special counsel to the Purchasers, called for
by Section 4.4 of the Note Purchase Agreement, shall be dated the date of Closing and addressed to
each Purchaser, shall be satisfactory in form and substance to each Purchaser and shall be to the
effect that:



     1. The Note Purchase Agreement has been duly authorized by all necessary corporate action on
the part of the Company, has been duly executed and delivered by the Company and constitutes the
legal, valid and binding contract of the Company enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights
generally, and general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law).



     2. The Series 2011A Notes have been duly authorized by all necessary corporate action on the
part of the Company, and the Notes being delivered on the date hereof have been duly executed and
delivered by the Company and constitute the legal, valid and binding obligations of the Company
enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
conveyance and similar laws affecting creditors’ rights generally, and general principles of equity
(regardless of whether the application of such principles is considered in a proceeding in equity
or at law).



     3. The issuance, sale and delivery of the Series 2011A Notes and the execution and delivery of
the Subsidiary Guaranty under the circumstances contemplated by the Note Purchase Agreement and the
Subsidiary Guaranty do not, under existing law, require the registration of the Series 2011A Notes
or the Subsidiary Guaranty under the Securities Act of 1933, as amended, or the qualification of an
indenture under the Trust Indenture Act of 1939, as amended.



     With respect to matters of fact upon which such opinion is based, Chapman and Cutler LLP, may
rely on appropriate certificates of public officials and officers of the Company and upon
representations of the Company and the Purchasers delivered in connection with the issuance and
sale of the Series 2011A Notes.



     The opinion of Chapman and Cutler LLP is limited to the laws of the State of New York and the
Federal laws of the United States.



Exhibit
4.4(c)

(to Note Purchase Agreement)





 











 





 





International Speedway Corporation




[Number] Supplement to Note Purchase Agreement



Dated as of                                         



Re: $                                          % Series                      Senior Notes




Due                     



 




Exhibit S

(to Note Purchase Agreement)









 









 








International Speedway Corporation

[Street Address]

[City, State Zip]




Dated as of

____________________, 20__




To the Purchaser(s) named in

Schedule A hereto



Ladies and Gentlemen:




     This
[Number] Supplement to Note Purchase Agreement (the “Supplement”) is between
International Speedway
Corporation, a Florida corporation (the “Company”), and the
institutional investors named on Schedule A attached hereto (the
“Purchasers”).



     Reference is hereby made to that certain Note Purchase Agreement dated as of January 18, 2011
(the “Note Purchase Agreement”) between the Company and the purchasers listed on Schedule A
thereto. All capitalized terms not otherwise defined herein shall have the same meaning as
specified in the Note Purchase Agreement. Reference is further made to Section 4.14 of the Note
Purchase Agreement which requires that, prior to the delivery of any Additional Notes, the Company
and each Additional Purchaser shall execute and deliver a Supplement.



     The Company hereby agrees with the Purchaser(s) as follows:




     1. The Company has authorized the issue and sale of $__________ aggregate principal
amount of its _____% Series ______ Senior Notes due _________, ____ (the “Series ______
Notes”). The Series ____ Notes, together with the Series 2011A Notes [and the Series ____
Notes] initially issued pursuant to the Note Purchase Agreement [and the _________
Supplement] and each series of Additional Notes which may from time to time hereafter be
issued pursuant to the provisions of Section 2.2 of the Note Purchase Agreement, are
collectively referred to as the “Notes” (such term shall also include any such notes issued
in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series
_____ Notes shall be substantially in the form set out in Exhibit 1 hereto with such changes
therefrom, if any, as may be approved by the Purchaser(s) and the Company.




     2. Subject to the terms and conditions hereof and as set forth in the Note Purchase
Agreement and on the basis of the representations and warranties hereinafter set forth, the
Company agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase
from the Company, Series _____ Notes in the principal amount set forth opposite such
Purchaser’s name on Schedule A hereto at a price of 100% of the principal amount thereof on
the closing date hereinafter mentioned.



 









 






     3. The sale and purchase of the Series ______ Notes to be purchased by each Purchaser
shall occur at the offices of [______________________] at 10:00 A.M.
Chicago time, at a closing (the “Closing”) on ______, ____ or on such other Business Day
thereafter on or prior to _______, ____ as may be agreed upon by the Company and the
Purchasers. At the Closing, the Company will deliver to each Purchaser the Series ______
Notes to be purchased by such Purchaser in the form of a single Series ______ Note (or such
greater number of Series ______ Notes in denominations of at least $100,000 as such
Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name
(or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the
Company or its order of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the account of the Company to
account number [__________________________] at ____________ Bank, [Insert Bank address, ABA
number for wire transfers, and any other relevant wire transfer information]. If, at the
Closing, the Company shall fail to tender such Series ______ Notes to any Purchaser as
provided above in this Section 3, or any of the conditions specified in Section 4 shall not
have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such
Purchaser’s election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights such Purchaser may have by reason of such failure or such
nonfulfillment.




     4. The obligation of each Purchaser to purchase and pay for the Series ______ Notes to
be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s
satisfaction, prior to the Closing, of the conditions set forth in Section 4 of the Note
Purchase Agreement with respect to the Series ______ Notes to be purchased at the Closing,
and to the following additional conditions:




     (a) Except as supplemented, amended or superceded by the representations and
warranties set forth in Exhibit A hereto, each of the representations and warranties
of the Company set forth in Section 5 of the Note Purchase Agreement shall be
correct as of the date of Closing and the Company shall have delivered to each
Purchaser an Officer’s Certificate, dated the date of the Closing certifying that
such condition has been fulfilled.




     (b) Contemporaneously with the Closing, the Company shall sell to each
Purchaser, and each Purchaser shall purchase, the Series ______ Notes to be
purchased by such Purchaser at the Closing as specified in Schedule A.




     5. [Here insert special provisions for Series ______ Notes including prepayment
provisions applicable to Series ______ Notes (including Make-Whole Amount) and closing
conditions applicable to Series ______ Notes].




     6. Each Purchaser represents and warrants that the representations and warranties set
forth in Section 6 of the Note Purchase Agreement are true and correct on the date hereof
with respect to the purchase of the Series ______ Notes by such Purchaser.



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     7. The Company and each Purchaser agree to be bound by and comply with the terms and
provisions of the Note Purchase Agreement as fully and completely as if such Purchaser were
an original signatory to the Note Purchase Agreement.



     The execution hereof shall constitute a contract between the Company and the Purchaser(s) for
the uses and purposes hereinabove set forth, and this agreement may be executed in any number of
counterparts, each executed counterpart constituting an original but all together only one
agreement.



	 	 	 	 	 
	 	International Speedway Corporation

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Accepted as of ___________, _____




	 	 	 	 	 
	 	[Variation]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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Information Relating to Purchasers




	 	 	 	 	 
	 	 	Principal Amount
	 	 	of the Series 2011A
	 	 	Notes to Be
	          Name of Purchasers	 	Purchased
	 
	 	 	 	 
	[Name of Purchaser]

	 	 	$	 







	(1)	 	All payments by wire transfer of
immediately available funds to:
	 
	 	 	with sufficient information to identify the
source and application of such funds.
	 
	(2)	 	All notices of payments and written
confirmations of such wire transfers:
	 
	(3)	 	All other communications:




 









 











Supplemental Representations




     The Company represents and warrants to each Purchaser that except as hereinafter set forth in
this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note
Purchase Agreement is true and correct in all material respects as of the date hereof with respect
to the Series ______ Notes with the same force and effect as if each reference to “Series 2011A
Notes” set forth therein was modified to refer the “Series ______ Notes” and each reference to
“this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by
the _______ Supplement. The Section references hereinafter set forth correspond to the similar
sections of the Note Purchase Agreement which are supplemented hereby:




     Section 5.3. Disclosure. The Company, through its agent, Banc of America Securities
LLC has delivered to each Purchaser a copy of a Private Placement Memorandum, dated
____________ (the
“Memorandum”), relating to the transactions contemplated by the ______
Supplement. The Memorandum fairly describes, in all material respects, the general nature
of the business and principal properties of the Company and its Subsidiaries. The Note
Purchase Agreement, the Memorandum, the documents, certificates or other writings delivered
to each Purchaser by or on behalf of the Company in connection with the transactions
contemplated by the Note Purchase Agreement and the _______ Supplement and the financial
statements listed in Schedule 5.5 to the _____ Supplement, taken as a whole, do not contain
any untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein not misleading in light of the circumstances under which they were
made. Since ____________, there has been no change in the financial condition,
operations, business, properties or prospects of the Company or any Subsidiary except
changes that individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect. There is no fact known to the Company that would reasonably be
expected to have a Material Adverse Effect that has not been set forth herein or in the
Memorandum or in the other documents, certificates and other writings delivered to each
Purchaser by or on behalf of the Company specifically for use in connection with the
transactions contemplated hereby.




     Section 5.4. Organization and Ownership of Shares of Subsidiaries. Schedule 5.4 to the
______ Supplement contains (except as noted therein) a complete and correct list of the
Company’s Subsidiaries, and showing, as to each Subsidiary, the correct name thereof, the
jurisdiction of its organization, and the percentage of shares of each class of its capital
stock or similar equity interests outstanding owned by the Company and each other
Subsidiary.




     Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting
on its behalf has offered the Series __ Notes or any similar securities for sale to, or
solicited any offer to buy any of the same from, or otherwise approached or negotiated in
respect thereof with, any Person other than the Purchasers and not more than [______] other
Institutional Investors, each of which has been offered the Series ______ Notes at a private
sale for investment. Neither the Company nor anyone acting



 









 







on its behalf has taken, or will take, any action that would subject the issuance or
sale of the Notes to the registration requirements of Section 5 of the Securities Act.




     Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds
of the sale of the Series ______ Notes to ____________________ and for general corporate
purposes. No part of the proceeds from the sale of the Series ______ Notes pursuant to the
_____ Supplement will be used, directly or indirectly, for the purpose of buying or carrying
any margin stock within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Company in a violation of Regulation X
of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T
of said Board (12 CFR 220). Margin stock does not constitute more than 2% of the value of
the consolidated assets of the Company and its Subsidiaries and the Company does not have
any present intention that margin stock will constitute more than 2% of the value of such
assets. As used in this Section, the terms “margin stock” and “purpose of buying or
carrying” shall have the meanings assigned to them in said Regulation U.




     Section 5.15. Existing Indebtedness; Future Liens. (a) Schedule 5.15 to the _________
Supplement sets forth a complete and correct list of all outstanding Indebtedness of the
Company and its Subsidiaries as of _____________, since which date there has been no
Material change in the amounts, interest rates, sinking funds, installment payments or
maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor
any Subsidiary is in default and no waiver of default is currently in effect, in the payment
of any principal or interest on any Indebtedness of the Company or such Subsidiary and no
event or condition exists with respect to any Indebtedness of the Company or any Subsidiary
that would permit (or that with notice or the lapse of time, or both, would permit) one or
more Persons to cause such Indebtedness to become due and payable before its stated maturity
or before its regularly scheduled dates of payment.


[Add any additional Sections as appropriate at the time the Series ______ Notes are issued]










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[Form of Series ______ Note]




International Speedway Corporation



___% Series ______ Senior Note Due ______________



			
	 	 	 
	No. [_________]
	 	[Date]
	$[____________]
	 	PPN [____________]






     For Value Received, the undersigned, International Speedway Corporation, a Florida
corporation (herein called the “Company”), a corporation organized and existing under the laws of
the State of ____________, hereby promises to pay to [________________], or registered assigns, the
principal sum of [________________] Dollars (or so much thereof as shall not have been
prepaid) on _______________, with interest (computed on the basis of a 360-day year of twelve 30
day months) (a) on the unpaid balance hereof at the rate of ____% per annum from the date hereof,
payable semiannually, on the _____ day of ______ and ______ in each year, commencing on the first
of such dates after the date hereof, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above
the stated rate], on any overdue payment of interest and, during the continuance of an Event of
Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable
[semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand).



     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at Bank of America, N.A. in New York,
New York or at such other place as the Company shall have designated by written notice to the
holder of this Note as provided in the Note Purchase Agreement referred to below.



     This
Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to
the Note Purchase Agreement dated as of January 18, 2011 (as from time to time amended,
supplemented or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named
therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to
the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with
the holders of all other Notes of all series from time to time outstanding under the Note Purchase
Agreement to all the benefits provided for thereby or referred to therein. Each holder of this
Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions
set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth
in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance
upon information provided by the Company, which shall not be unreasonably withheld) make a
representation to the effect that the purchase by such holder of any Note will not constitute a
non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated,
capitalized terms used in this Note shall have the respective meanings ascribed to such terms in
the Note Purchase Agreement.



 









 





     This Note is registered with the Company and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note of the same series for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company
will not be affected by any notice to the contrary.



     [The Company will make required prepayments of principal on the dates and in the amounts
specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled
prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but
not otherwise.



     Pursuant to the Subsidiary Guaranty Agreement dated as of January 18, 2011 (as amended or
modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Company have
absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount,
if any, and interest on this Note and the performance by the Company of its obligations contained
in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty.



     If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.



     This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.



	 	 	 	 	 
	 	International Speedway Corporation

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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