8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________________________ 

FORM 8-K

__________________________________ 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 18, 2019

 __________________________________ 

INTERNATIONAL SPEEDWAY

CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

__________________________________ 

Florida	000-02384	59-0709342
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Daytona Boulevard, Daytona Beach, Florida		32114
(Address of Principal Executive Offices)		(Zip Code)

(386) 254-2700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¬ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

________________________________ 

Securities registered pursuant Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Class A Common Stock - $.01 par value	ISCA	NASDAQ/National Market System

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock — $.10 par value

Class B Common Stock — $.01 par value

(Title of Class)

________________________________ 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company q

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. q

Item 1.01.Entry into a Material Definitive Agreement.

On July 18, 2019, International Speedway Corporation (“ISC” or the “Company”) and the noteholders party thereto entered into the First Amendment to Note Purchase Agreement (the “2021 Notes Amendment”), dated as of January 18, 2011, and the related 4.63% Series 2011A Senior Notes due 2021 (the “2021 Notes”), and the First Amendment to Note Purchase Agreement (the “2024 Notes Amendment” and together with the 2021 Notes Amendment, the “Amendments”), dated as of September 13, 2012, and the related 3.95% Series 2012A Senior Notes due 2024 (the “2024 Notes” and together with the 2021 Notes, the “Notes”, and the holders of the Notes, the “Noteholders”).

The Amendments were entered into in connection with NASCAR Holdings, Inc.’s (“NASCAR”) pending acquisition of the Company (the “Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of May 22, 2019 (the “Merger Agreement”), among the Company, NASCAR and Nova Merger Sub, Inc., a wholly owned subsidiary of NASCAR. The Amendments modify the terms upon which the Company may give notice to the Noteholders of the Company’s intent to prepay the Notes in connection with the closing of the Merger, including by shortening the required notice period and allowing the Company to give notice conditional upon the consummation of the Merger.

The foregoing description of the Amendments in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, copies of which are filed as Exhibit 10.1 and 10.2 hereto and incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	First Amendment to Note Purchase Agreement, dated as of July 18, 2019, by and among International Speedway Corporation and the Noteholders, relating to that certain Note Purchase Agreement dated as of January 18, 2011.
10.2	First Amendment to Note Purchase Agreement, dated as of July 18, 2019, by and among International Speedway Corporation and the Noteholders, relating to that certain Note Purchase Agreement dated as of September 12, 2012.

Important Additional Information and Where to Find It

The Company filed with the Securities and Exchange Commission (“SEC”) a preliminary proxy statement of the Company on July 5, 2019. The Company has also filed other documents with the SEC regarding the proposed transaction. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED WITH THE SEC CAREFULLY OR IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Shareholders can obtain free copies of the preliminary proxy statement and other documents containing important information about the Company and NASCAR through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company are also available free of charge on the Company’s website at http://www.internationalspeedwaycorporation.com and clicking on “Investor Relations.”

Participants in the Solicitation

The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K, which was filed with the SEC on January 25, 2019. This document can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the preliminary proxy statement and other relevant materials that have been filed with the SEC.

Forward-Looking Statements

All statements in this communication other than statements of historical fact contained in this report are forward-looking statements. Forward-looking statements usually relate to future events, such as the proposed acquisition of ISC by NASCAR, and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “anticipate,” “guidance,” “assumptions,” “projects,” “estimates,” “outlook,” “expects,” “continues,” “intends,” “plans,” “believes,” “forecasts,” “future,” “potential,” “may,” “foresee,” “possible,” “should,” “would,” “could” and variations of such words or similar expressions, including the negative thereof. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.

Risks and uncertainties that could cause results to differ materially from those expected by the management of ISC include the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the possibility that ISC’s shareholders may not approve the Merger Agreement, the risk that the parties

may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of ISC common stock, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of ISC to retain and hire key personnel and maintain relationships with its suppliers and customers and on its operating results and businesses generally, the risk that the proposed transaction could distract management of ISC, the risk that ISC will incur substantial costs in connection with the proposed transaction, as well as other important factors that could cause actual results to differ materially from those projected. All of ISC’s forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in ISC’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by ISC with the SEC. ISC cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. ISC undertakes no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Note Purchase Agreement, dated as of July 18, 2019, by and among International Speedway Corporation and the Noteholders, relating to that certain Note Purchase Agreement dated as of January 18, 2011.
10.2	First Amendment to Note Purchase Agreement, dated as of July 18, 2019, by and among International Speedway Corporation and the Noteholders, relating to that certain Note Purchase Agreement dated as of September 12, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTERNATIONAL SPEEDWAY CORPORATION (Registrant)
July 18, 2019	By:	/s/ Benjamin Odom
		Benjamin Odom
		Vice President - Deputy General Counsel

EX-10.1

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of July 18, 2019, is by and among International Speedway Corporation, a Florida corporation (the “Company”) (the “Company”) and the Noteholders (as defined herein).

W I T N E S S E T H

WHEREAS, pursuant to that certain Note Purchase Agreement dated as of January 18, 2011 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Note Purchase Agreement”) among the Company and the purchasers party thereto, the Company issued $65,000,000 aggregate principal amount of its 4.63% Series 2011A Senior Notes due January 18, 2021 (the “Notes”);

WHEREAS, the signatories hereto hold 100% of the Notes issued under the Note Purchase Agreement (the “Noteholders”);

WHEREAS, the Company entered into the Agreement and Plan of Merger with NASCAR Holdings, Inc. and Nova Merger Sub, Inc., a wholly owned subsidiary of NASCAR, providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of NASCAR;

WHEREAS, the Company has requested that the Noteholders amend certain provisions of Section 8.2 of the Note Purchase Agreement to modify certain provisions contained therein; and

WHEREAS, the holders of each Note currently outstanding have agreed to amend the Note Purchase Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used herein (including in the preamble and recitals above) but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

2. Amendments to the Note Purchase Agreement. Subject to the terms and conditions set forth herein, the Note Purchase Agreement is hereby amended as follows:

(a) Section 8.2 of the Note Purchase Agreement is hereby deleted and replaced with the following:

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 (except as provided in the following proviso) not less than 30 days and not more than 60 days prior to the date fixed for such prepayment; provided that such notice may state that such prepayment is conditioned upon the occurrence of the “Closing” as defined in and pursuant to that certain Agreement and Plan of Merger by and among NASCAR Holdings, Inc., Nova Merger Sub, Inc., and the Company, as it may be amended, modified or supplemented from time to time (the “Merger Agreement”), in which case, notwithstanding anything to the contrary in this Section 8.2, (i) such notice may be given less than 30 days prior to, but shall be given not less than 5 Business Days prior to, the prepayment date specified therein (which may be a date determined by reference to the satisfaction of certain conditions), (ii) such notice may be revoked by the Company (by written notice to each holder of Notes on or prior to the specified prepayment date) if such Merger is not consummated on or prior to such date (in which case, for the avoidance of doubt,

the Company shall be entitled to deliver a new notice pursuant to clause (i) hereof on or after such date) and (iii) the prepayment date may, by written notice to each holder of Notes on or prior to the specified prepayment date, be delayed until the Closing (as defined in the Merger Agreement) occurs; provided further that the date specified for such prepayment in any notice delivered pursuant to the immediately preceding proviso (including as such date may be extended pursuant to clause (iii)) shall not be later than April 22, 2020. Each such notice shall (subject to clause (i) in the immediately preceding sentence) specify the prepayment 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 or anticipated prepayment date.

3. Conditions Precedent. This Amendment shall be effective when all of the following conditions set forth in this Section 3 shall have been satisfied:

(a) receipt by the Company and the Noteholders of copies of this Amendment duly executed by the Company and the Noteholders; and

(b) the Company pays (or causes to be paid) all reasonable out-of-pocket costs and expenses of Chapman and Cutler LLP in connection with the preparation, execution and delivery of this Amendment, subject to the receipt by the Company of an appropriate invoice.

4. Representations and Warranties. The Company hereby represents and warrants that:

(a) it has the requisite corporate power and authority to execute, deliver and perform this Amendment;

(b) the execution, delivery and performance by it of this Amendment have been duly authorized by all necessary corporate action on the part of the Company;

(c) no Default or Event of Default exists under the Note Purchase Agreement on and as of the date hereof and after giving effect to this Amendment;

(d) no consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority is required in connection with the execution, delivery or performance by it of this Amendment; and

(e) the execution, delivery and performance by it of this Amendment do not and will not (i) contravene, result in any breach of, or constitute a default 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, (ii) 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 (iii) violate in any material respect any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

5. Miscellaneous.

(a) This Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

(b) Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Note Purchase Agreement without making specific reference to this Amendment but nevertheless all such references shall include this Amendment unless the context otherwise requires.

(c) The descriptive headings of the various Sections or parts of this Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

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

(e) THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(f) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered as of the date first above written.

International Speedway Corporation

By: /s/ Benjamin Odom                          

Name: Benjamin Odom                          

Title: Vice President - Deputy General Counsel

Accepted as of the date first written above.

Metropolitan Life Insurance Company

by MetLife Investment Management, LLC,

Its Investment Manager

Metropolitan Tower Life Insurance Company

As Successor by Merger to General American Life Insurance Company

by MetLife Investment Management, LLC,

Its Investment Manager

By: /s/ John A. Tanyeri                        ______tp

Name: John A. Tanyeri

Title: Managing Director

We acknowledge that Metropolitan Life Insurance Company holds $5,000,000 4.63% Series 2011A Senior Notes due January 18, 2021

We acknowledge that Metropolitan Tower Life Insurance Company holds $10,000,000 4.63% Series 2011A Senior Notes due January 18, 2021

Brighthouse Life Insurance Company

by MetLife Investment Management, LLC,

Its Investment Manager

By: _/s/ Jason Rothenberg                         ___tp

Name: Jason Rothenberg

Title: Managing Director

We acknowledge that Metropolitan Life Insurance Company holds $17,500,000 4.63% Series 2011A Senior Notes due January 18, 2021

Accepted as of the date first written above.

The Lincoln National Life Insurance Company

By: Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in Fact

By: /s/ Frank LaTorraca                                   

Name: Frank LaTorraca

Title: Senior Vice President

We acknowledge that we hold $20,500,000 4.63% Series 2011A Senior Notes due January 18, 2021

Accepted as of the date first written above.

The Lincoln National Life Insurance Company

By: Athene Asset Management LLC, its investment adviser

By: /s/ Roger D. Fors                              __

Name: Roger D. Fors

Title: Senior Vice President, Fixed Income

We acknowledge that we hold $12,000,000 4.63% Series 2011A Senior Notes due January 18, 2021

EX-10.2

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of July 18, 2019, is by and among International Speedway Corporation, a Florida corporation (the “Company”) (the “Company”) and the Noteholders (as defined herein).

W I T N E S S E T H

WHEREAS, pursuant to that certain Note Purchase Agreement dated as of September 13, 2012 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Note Purchase Agreement”) among the Company and the purchasers party thereto, the Company issued $100,000,000 aggregate principal amount of its 3.95% Series 2012A Senior Notes due September 13, 2024 (the “Notes”);

WHEREAS, the signatories hereto hold 100% of the Notes issued under the Note Purchase Agreement (the “Noteholders”);

WHEREAS, the Company entered into the Agreement and Plan of Merger with NASCAR Holdings, Inc. and Nova Merger Sub, Inc., a wholly owned subsidiary of NASCAR, providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of NASCAR;

WHEREAS, the Company has requested that the Noteholders amend certain provisions of Section 8.2 of the Note Purchase Agreement to modify certain provisions contained therein; and

WHEREAS, the holders of each Note currently outstanding have agreed to amend the Note Purchase Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used herein (including in the preamble and recitals above) but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

2. Amendments to the Note Purchase Agreement. Subject to the terms and conditions set forth herein, the Note Purchase Agreement is hereby amended as follows:

(a) Section 8.2 of the Note Purchase Agreement is hereby deleted and replaced with the following:

Section 8.2.    Optional Prepayments. 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 (except as provided in the following proviso) not less than 30 days and not more than 60 days prior to the date fixed for such prepayment; provided that such notice may state that such prepayment is conditioned upon the occurrence of the “Closing” as defined in and pursuant to that certain Agreement and Plan of Merger by and among NASCAR Holdings, Inc., Nova Merger Sub, Inc., and the Company, as it may be amended, modified or supplemented from time to time (the “Merger Agreement”), in which case, notwithstanding anything to the contrary in this Section 8.2, (i) such notice may be given less than 30 days prior to, but shall be given not less than 5 Business Days prior to, the prepayment date specified therein (which may be a date determined by reference to the satisfaction of certain conditions), (ii) such notice may be revoked by the Company (by written notice to each holder of Notes on or prior to the specified prepayment date) if such Merger is not consummated on or prior to such date (in which

International Speedway Corporation

First Amendment to Note Purchase Agreement

case, for the avoidance of doubt, the Company shall be entitled to deliver a new notice pursuant to clause (i) hereof on or after such date) and (iii) the prepayment date may, by written notice to each holder of Notes on or prior to the specified prepayment date, be delayed until the Closing (as defined in the Merger Agreement) occurs; provided further that the date specified for such prepayment in any notice delivered pursuant to the immediately preceding proviso (including as such date may be extended pursuant to clause (iii)) shall not be later than April 22, 2020. Each such notice shall (subject to clause (i) in the immediately preceding sentence) specify the prepayment 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 or anticipated prepayment date.

3. Conditions Precedent. This Amendment shall be effective when all of the following conditions set forth in this Section 3 shall have been satisfied:

(a) receipt by the Company and the Noteholders of copies of this Amendment duly executed by the Company and the Noteholders; and

(b) the Company pays (or causes to be paid) all reasonable out-of-pocket costs and expenses of Chapman and Cutler LLP in connection with the preparation, execution and delivery of this Amendment, subject to the receipt by the Company of an appropriate invoice.

4. Representations and Warranties. The Company hereby represents and warrants that:

(a) it has the requisite corporate power and authority to execute, deliver and perform this Amendment;

(b) the execution, delivery and performance by it of this Amendment have been duly authorized by all necessary corporate action on the part of the Company;

(c) no Default or Event of Default exists under the Note Purchase Agreement on and as of the date hereof and after giving effect to this Amendment;

(d) no consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority is required in connection with the execution, delivery or performance by it of this Amendment; and

(e) the execution, delivery and performance by it of this Amendment do not and will not (i) contravene, result in any breach of, or constitute a default 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, (ii) 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 (iii) violate in any material respect any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

International Speedway Corporation

First Amendment to Note Purchase Agreement

5. Miscellaneous.

(a) This Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

(b) Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Note Purchase Agreement without making specific reference to this Amendment but nevertheless all such references shall include this Amendment unless the context otherwise requires.

(c) The descriptive headings of the various Sections or parts of this Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

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

(e) THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(f) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered as of the date first above written.

International Speedway Corporation

By: /s/ Benjamin Odom                          

Name: Benjamin Odom                          

Title: Vice President - Deputy General Counsel

International Speedway Corporation

First Amendment to Note Purchase Agreement

Accepted as of the date first written above.

The Prudential Insurance Company of America

By: /s/ Billy Green                                                   

Vice President

We acknowledge that wehold $18,000,000 3.95% Series 2012A Senior Notes due September 13, 2024

Pruco Life Insurance Company of New Jersey

By: /s/ Billy Green                                                   

Assistant Vice President

We acknowledge that wehold $10,000,000 3.95% Series 2012A Senior Notes due September 13, 2024

The Prudential Life Insurance Company, Ltd.

By: Prudential Investment Management (Japan), Co., Ltd., as Investment Manager

By: PGIM, Inc.,

as Sub-Adviser

By /s/ Billy Green                                     

Vice President

We acknowledge that wehold $15,000,000 3.95% Series 2012A Senior Notes due September 13, 2024

Accepted as of the date first written above.

Farmers New World Life Insurance Company

By: Prudential Private Placement Investors, L.P. (as Investment Advisor)

By: Prudential Private Placement Investors, Inc.

(as its General Partner)

By /s/ Billy Green                                     

Title: Vice President

We acknowledge that wehold $4,000,000 3.95% Series 2012A Senior Notes due September 13, 2024

International Speedway Corporation

First Amendment to Note Purchase Agreement

Mutual Trust Life Insurance Company, a pan American life insurance group stock company (f.k.a MTL Insurance Company)

By: Prudential Private Placement Investors, L.P. (as Investment Advisor)

By: Prudential Private Placement Investors, Inc. (as its General Partner)

By /s/ Billy Green                                     

Vice President

We acknowledge that wehold $3,000,000 3.95% Series 2012A Senior Notes due September 13, 2024

Accepted as of the date first written above.

Connecticut General Life Insurance Company

By: Cigna Investments, Inc. (authorized agent)

By: /s/ Lori E. Hopkins                                            

Name: Lori E. Hopkins

Title: Managing Director

Life Insurance Company of North America

By: Cigna Investments, Inc. (authorized agent)

By: /s/ Lori E. Hopkins                                            

Name: Lori E. Hopkins

Title: Managing Director

We acknowledge that Connecticut General Life Insurance Company holds $17,000,000 3.95% Series 2012A Senior Notes due September 13, 2024

We acknowledge that Life Insurance Company of North America holds $8,000,000 3.95% Series 2012A Senior Notes due September 13, 2024

International Speedway Corporation

First Amendment to Note Purchase Agreement

Accepted as of the date first written above.

The Lincoln National Life Insurance Company

By: Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in Fact

By: /s/ Frank LaTorraca                                           

Name: Frank LaTorraca

Title: Senior Vice President

We acknowledge that wehold $20,000,000 3.95% Series 2012A Senior Notes due September 13, 2024

Accepted as of the date first written above.

The Lincoln National Life Insurance Company

By: Athene Asset Management LLC, its investment adviser

By: /s/ Roger D. Fors                                          

Name: Roger D. Fors

Title: Senior Vice President, Fixed Income

We acknowledge that wehold $5,000,000 3.95% Series 2012A Senior Notes due September 13, 2024

International Speedway Corporation

First Amendment to Note Purchase Agreement