10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended May 31, 2006

OR

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

INTERNATIONAL SPEEDWAY CORPORATION

(Exact name of registrant as specified in its charter)

FLORIDA	O-2384	59-0709342
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD, DAYTONA BEACH, FLORIDA	32114
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (386) 254-2700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES  þ     NO  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ               Accelerated filer  o               Non-accelerated filer  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  o     NO  þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

Class A Common Stock	31,067,128 shares	as of May 31, 2006.
Class B Common Stock	22,309,102 shares	as of May 31, 2006

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERNATIONAL SPEEDWAY CORPORATION
Consolidated Balance Sheets

	November 30, 2005		May 31, 2006
	(Unaudited)
	(In Thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	130,758	$	86,583
Short-term investments		8,200		35,300
Receivables, less allowance of $1,500 in 2005 and 2006		45,557		75,927
Inventories		6,528		7,390
Prepaid expenses and other current assets		6,335		17,844
Total Current Assets		197,378		223,044
Property and Equipment, net of accumulated depreciation of $315,313 and $342,330, respectively		1,178,682		1,206,962
Other Assets:
Equity investments		51,160		170,926
Intangible assets, net		149,464		149,386
Goodwill		99,507		99,507
Deposits with Internal Revenue Service		96,913		96,913
Other		23,965		23,053
		421,009		539,785
Total Assets	$	1,797,069	$	1,969,791
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	635	$	635
Accounts payable		19,274		26,198
Deferred income		123,870		202,816
Income taxes payable		20,067		25,212
Other current liabilities		18,645		20,052
Total Current Liabilities		182,491		274,913
Long-Term Debt		368,387		368,241
Deferred Income Taxes		194,825		203,693
Long-Term Deferred Income		11,342		11,313
Other Long-Term Liabilities		69		41
Commitments and Contingencies		—		—
Shareholders’ Equity:
Class A Common Stock, $.01 par value, 80,000,000 shares authorized; 29,215,778 and 30,868,468 issued and outstanding at November 30, 2005 and May 31, 2006, respectively		292		308
Class B Common Stock, $.01 par value, 40,000,000 shares authorized; 23,928,058 and 22,309,102 issued and outstanding at November 30, 2005 and May 31, 2006, respectively		239		223
Additional paid-in capital		695,658		696,936
Retained earnings		343,766		414,123
Total Shareholders’ Equity		1,039,955		1,111,590
Total Liabilities and Shareholders’ Equity	$	1,797,069	$	1,969,791

     See accompanying notes.

2

INTERNATIONAL SPEEDWAY CORPORATION
Consolidated Statements of Operations

	Three Months Ended
	May 31, 2005			May 31, 2006
	(Unaudited)
	(In Thousands, Except Per Share Amounts)
REVENUES:
Admissions, net	$	48,510		$	49,279
Motorsports related		88,700			101,925
Food, beverage and merchandise		17,911			18,162
Other		2,326			2,717
		157,447			172,083
EXPENSES:
Direct expenses:
Prize and point fund monies and NASCAR sanction fees		31,625			34,566
Motorsports related		31,292			32,453
Food, beverage and merchandise		12,007			11,404
General and administrative		23,071			27,705
Depreciation and amortization		12,586			13,779
		110,581			119,907
Operating income		46,866			52,176
Interest income		1,368			1,087
Interest expense		(3,305	)		(2,832	)
Equity in net loss from equity investments		(1,371	)		(2,186	)
Income from continuing operations before income taxes		43,558			48,245
Income taxes		17,018			17,518
Income from continuing operations		26,540			30,727
Loss from discontinued operations, net of income tax benefits of $62 and $65		(39	)		(40	)
Net income	$	26,501		$	30,687
Basic earnings per share:
Income from continuing operations	$	0.50		$	0.58
Loss from discontinued operations		—			—
Net income	$	0.50		$	0.58
Diluted earnings per share:
Income from continuing operations	$	0.50		$	0.58
Loss from discontinued operations		—			—
Net income	$	0.50		$	0.58
Dividends per share	$	0.06		$	0.08
Basic weighted average shares outstanding		53,127,314			53,165,845
Diluted weighted average shares outstanding		53,231,643			53,266,521

     See accompanying notes.

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INTERNATIONAL SPEEDWAY CORPORATION
Consolidated Statements of Operations

	Six Months Ended
	May 31, 2005			May 31, 2006
	(Unaudited)
	(In Thousands, Except Per Share Amounts)
REVENUES:
Admissions, net	$	104,294		$	104,799
Motorsports related		188,969			216,247
Food, beverage and merchandise		38,860			40,025
Other		4,756			4,945
		336,879			366,016
EXPENSES:
Direct expenses:
Prize and point fund monies and NASCAR sanction fees		63,109			69,101
Motorsports related		59,727			63,266
Food, beverage and merchandise		24,639			24,570
General and administrative		46,242			51,198
Depreciation and amortization		24,449			27,242
		218,166			235,377
Operating income		118,713			130,639
Interest income		2,338			2,021
Interest expense		(6,360	)		(6,900	)
Equity in net loss from equity investments		(2,902	)		(4,683	)
Income from continuing operations before income taxes		111,789			121,077
Income taxes		44,131			46,219
Income from continuing operations		67,658			74,858
Loss from discontinued operations, net of income tax benefits of $126 and $148		(92	)		(118	)
Net income	$	67,566		$	74,740
Basic earnings per share:
Income from continuing operations	$	1.27		$	1.41
Loss from discontinued operations		—			—
Net income	$	1.27		$	1.41
Diluted earnings per share:
Income from continuing operations	$	1.27		$	1.40
Loss from discontinued operations		—			—
Net income	$	1.27		$	1.40
Dividends per share	$	0.06		$	0.08
Basic weighted average shares outstanding		53,114,430			53,155,050
Diluted weighted average shares outstanding		53,227,585			53,258,199

     See accompanying notes.

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INTERNATIONAL SPEEDWAY CORPORATION
Consolidated Statement of Shareholders’ Equity

	Class A Common		Class B Common									Total
	Stock $.01		Stock $.01			Additional			Retained			Shareholders’
	Par Value		Par Value			Paid-in Capital			Earnings			Equity
						(Unaudited)
						(In Thousands)
Balance at November 30, 2005	$	292	$	239		$	695,658		$	343,766		$	1,039,955
Activity 12/1/05 - 5/31/06:
Comprehensive income:
Net income		—		—			—			74,740			74,740
Cash dividends declared ($.08 per share)		—		—			—			(4,270	)		(4,270	)
Exercise of stock options		—		—			145			—			145
Reacquisition of previously issued common stock		—		—			(347	)		(113	)		(460	)
Conversion of Class B Common Stock to Class A Common Stock		16		(16	)		—			—			—
Income tax benefit related to stock-based compensation		—		—			197			—			197
Stock based compensation		—		—			1,283			—			1,283
Balance at May 31, 2006	$	308	$	223		$	696,936		$	414,123		$	1,111,590

     See accompanying notes.

5

INTERNATIONAL SPEEDWAY CORPORATION

Consolidated Statements of Cash Flows

	Six Months Ended
	May 31, 2005			May 31, 2006
	(Unaudited)
	(In Thousands)
OPERATING ACTIVITIES
Net income	$	67,566		$	74,740
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		24,449			27,242
Stock-based compensation		915			1,283
Amortization of financing costs		288			282
Deferred income taxes		4,790			8,868
Loss from equity investments		2,902			4,683
Other, net		431			(105	)
Changes in operating assets and liabilities:
Receivables, net		(14,233	)		(30,370	)
Inventories, prepaid expenses and other assets		(11,018	)		(12,437	)
Accounts payable and other liabilities		(9,825	)		2,824
Deferred income		67,061			78,917
Income taxes		(3,429	)		5,157
Net cash provided by operating activities		129,897			161,084
INVESTING ACTIVITIES
Capital expenditures		(166,157	)		(54,290	)
Proceeds from asset disposals		29			161
Purchase of equity investments		—			(124,577	)
Acquisition of business		(764	)		—
Proceeds from affiliate		487			128
Proceeds from short-term investments		208,390			50,600
Purchases of short-term investments		(231,150	)		(77,700	)
Other, net		178			549
Net cash used in investing activities		(188,987	)		(205,129	)
FINANCING ACTIVITIES
Proceeds under credit facility		—			80,000
Payments under credit facility		—			(80,000	)
Payment of long-term debt		(7,000	)		—
Exercise of Class A common stock options		285			145
Excess tax benefits relating to stock-based compensation		—			185
Reacquisition of previously issued common stock		(511	)		(460	)
Deferred financing costs		(10	)		—
Net cash used in by financing activities		(7,236	)		(130	)
Net decrease in cash and cash equivalents		(66,326	)		(44,175	)
Cash and cash equivalents at beginning of period		160,978			130,758
Cash and cash equivalents at end of period	$	94,652		$	86,583

     See accompanying notes.

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International Speedway Corporation
Notes to Consolidated Financial Statements
May 31, 2006
(Unaudited)

1. Basis of Presentation

The accompanying consolidated financial statements have been prepared in compliance with Rule 10-01 of Regulation S-X and accounting principles generally accepted in the United States but do not include all of the information and disclosures required for complete financial statements. The balance sheet at November 30, 2005, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The statements should be read in conjunction with the consolidated financial statements and notes thereto included in the latest annual report on Form 10-K for International Speedway Corporation and its wholly owned subsidiaries (the “Company”). In management’s opinion, the statements include all adjustments which are necessary for a fair presentation of the results for the interim periods. All such adjustments are of a normal recurring nature.

Unless indicated otherwise, all disclosures in the notes to the consolidated financial statements relate to continuing operations. Certain prior period reclassifications have been made to conform to the financial presentation at May 31, 2006.

Because of the seasonal concentration of racing events, the results of operations for the three- and six-month periods ended May 31, 2005 and 2006 are not indicative of the results to be expected for the year.

Income Taxes: Income taxes have been provided for using the liability method. Under this method the Company’s estimates of deferred income taxes and the significant items giving rise to deferred tax assets and liabilities reflect our assessment of actual future taxes to be paid on items reflected in our financial statements, giving consideration to both timing and probability of realization.

The Company establishes tax reserves related to certain matters, including penalties and interest, in the period when it is determined that it is probable that additional taxes, penalties and interest will be paid, and the amount is reasonably estimable. Such tax reserves are adjusted, as needed, in light of changing circumstances, such as statute of limitations expirations and other developments relating to uncertain tax positions and current tax items under examination, appeal or litigation.

2. New Accounting Pronouncements

In December 2004 the Financial Accounting Standards Board issued revised Statement of Financial Accounting Standard (“SFAS”) No. 123(R), “Share-Based Payment.” SFAS No. 123(R) sets accounting requirements for “share-based” compensation to employees and requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation. SFAS No. 123(R) is effective in annual periods beginning after June 15, 2005. The Company adopted SFAS No. 123(R) in the first quarter using the modified-prospective-transition method and currently discloses the pro forma effect on net income and earnings per share of the fair value recognition provisions of SFAS No. 123(R) for periods prior to adoption. The Company’s adoption of SFAS No. 123(R) did not have a material impact on its financial position, results of operations or cash flows. See Note 3 for further information and the required disclosures under SFAS No. 123(R).

3. Long-Term Stock Incentive Plan

The Company’s 1996 Long-Term Stock Incentive Plan (the “1996 Plan”) authorizes the grant of stock options (incentive and nonqualified), stock appreciation rights and restricted stock. The Company has reserved an aggregate of 1,000,000 shares (subject to adjustment for stock splits and similar capital changes) of the Company’s Class A Common Stock for grants under the 1996 Plan. The 1996 Plan will terminate in September, 2006. All unvested stock options and restricted stock granted prior to the termination will continue to vest and will continue to be exercisable in accordance with their original terms.

Prior to December 1, 2005 the Company accounted for the 1996 Plan under the recognition and

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measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations as permitted by SFAS No. 123, “Accounting for Stock-Based Compensation.” The Company recognized stock-based employee compensation cost on its restricted shares awarded over their vesting periods equal to the fair market value of these shares on the date of award. No stock-based employee compensation cost was reflected in the Consolidated Statement of Operations relating to stock options for the three and six months ended May 31, 2005, as all options granted under the 1996 Plan had an exercise price equal to the market value of the underlying common stock on the date of grant.

Effective December 1, 2005, the Company adopted the fair value recognition provisions of SFAS No. 123(R), “Share-Based Payment,” using the modified-prospective-transition method. Under that transition method, compensation cost recognized during the three and six months ended May 31, 2006 includes compensation cost for all share-based payments granted prior to, but not yet vested as of December 1, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123. Compensation cost for all share-based payments granted subsequent to December 1, 2005, is based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Stock-based compensation expense for the three and six months ended May 31, 2006, totaled approximately $663,000 and $1.3 million, respectively. Results for prior periods have not been restated.

As a result of adopting SFAS No. 123(R) on December 1, 2005, the Company’s income before income taxes and net income are approximately $91,000 and $56,000 lower, respectively, for the three months ended May 31, 2006, and approximately $194,000 and $120,000 lower, respectively, for the six months ended May 31, 2006, than if it had continued to account for share-based compensation under APB Opinion No. 25. The adoption of SFAS No. 123(R) had no impact on basic and diluted earnings per share for the three and six months ended May 31, 2006.

Prior to the adoption of SFAS No. 123(R), the Company presented all tax benefits of deductions resulting from the vesting of restricted stock awards and exercise of stock options as operating cash flows in the Statement of Cash Flows. SFAS No. 123(R) requires the cash flows resulting from the tax benefits from tax deductions in excess of the compensation cost recognized for restricted stock awards and options (“Excess Tax Benefits”) to be classified as financing cash flows. The $185,000 Excess Tax Benefits relating to stock-based compensation classified as a financing cash inflow would have been classified as an operating cash inflow if the Company had not adopted SFAS No. 123(R).

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The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123(R) to stock-based employee compensation after giving consideration to potential forfeitures for the three and six months ended May 31, 2005. For purposes of this pro forma disclosure, the fair value of the options is estimated using a Black-Scholes-Merton option-pricing formula and amortized to expense over the options’ vesting periods (in thousands, except per share amounts):

	Three Months			Six Months
	Ended			Ended
	May 31, 2005			May 31, 2005
Net income, as reported	$	26,501		$	67,566
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		282			558
Deduct: Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(311	)		(629	)
Pro forma net income	$	26,472		$	67,495
Earnings per share:
Basic — as reported	$	0.50		$	1.27
Basic — pro forma	$	0.50		$	1.27
Diluted — as reported	$	0.50		$	1.27
Diluted — pro forma	$	0.50		$	1.27

Restricted Stock Awards

Restricted stock awarded under the 1996 Plan generally is subject to forfeiture in the event of termination of employment prior to vesting dates. Prior to vesting, the 1996 Plan participants own the shares and may vote and receive dividends, but are subject to certain restrictions. Restrictions include the prohibition of the sale or transfer of the shares during the period prior to vesting of the shares. The Company also has the right of first refusal to purchase any shares of stock issued under the 1996 Plan which are offered for sale subsequent to vesting.

Restricted stock of the Company’s Class A Common Stock awarded under the 1996 Plan generally vest at the rate of 50% of each award on the third anniversary of the award date and the remaining 50% on the fifth anniversary of the award date.

The fair value of nonvested restricted stock is determined based on the opening trading price of the Company’s Class A Common Stock on the grant date. The Company granted 60,015 shares of restricted stock awards of the Company’s Class A Common Stock in April 2006, to certain officers and managers under the 1996 Plan. The grant date fair value of these restricted stock awards was $50.90 per share.

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A summary of the status of the Company’s restricted stock as of May 31, 2006, and changes during the six months ended May 31, 2006, is presented below:

				Weighted-		Weighted-
				Average		Average		Aggregate
				Grant-Date		Remaining		Intrinsic
	Restricted			Fair Value		Contractual		Value
	Shares			(Per Share)		Term (Years)		(in thousands)
Outstanding at November 30, 2005		178,566		$	45.21
Granted		60,015			50.90
Vested		(39,104	)		38.62
Forfeited		(817	)		50.46
Outstanding at May 31, 2006		198,660			48.21		3.4	$	9,643

As of May 31, 2006, there was approximately $6.2 million of total unrecognized compensation cost related to nonvested restricted stock awards granted under the 1996 Plan. This cost is expected to be recognized over a weighted-average period of 3.4 years. The total fair value of restricted stock awards vested during both the three and six months ended May 31, 2006, was approximately $2.0 million.

Nonqualified and Incentive Stock Options

A portion of each non-employee director’s compensation for their service as a director is through awards of options to acquire shares of the Company’s Class A Common Stock under the 1996 Plan. These options become exercisable one year after the date of grant and expire on the tenth anniversary of the date of grant. The Company also grants options to certain non-officer managers to purchase the Company’s Class A Common Stock under the 1996 Plan. These options generally vest over a two and one-half year period and expire on the tenth anniversary of the date of grant.

The fair value of each option granted is estimated on the grant date using the Black-Scholes-Merton option-pricing valuation model that uses the weighted average assumptions noted in the following table. Expected volatilities are based on implied volatilities from historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is estimated based on historical exercise behavior and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	2005
Expected volatility		25.3	%
Expected dividends		0.11	%
Expected term (in years)		5
Risk-free rate		3.2	%

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A summary of option activity under the 1996 Plan as of May 31, 2006, and changes during the six months then ended is presented below:

						Weighted-
						Average
						Remaining		Aggregate
				Weighted-		Contractual		Intrinsic
				Average		Term		Value
Options	Shares			Exercise Price		(Years)		(in thousands)
Outstanding at November 30, 2005		126,622		$	46.28
Granted		—			—
Exercised		(3,666	)		39.68
Forfeited		(8,334	)		43.75
Outstanding at May 31, 2006		114,622			46.67		7.0	$	452
Exercisable at May 31, 2006		84,836		$	44.44		6.4	$	401

The total intrinsic value of options exercised during the six months ended May 31, 2006 was approximately $32,000. Cash received from options exercised under the stock-based payment arrangements for the six months ended May 31, 2006, was approximately $145,000. The actual tax benefit realized for the tax deductions from exercise of the stock options totaled approximately $12,000 for the six months ended May 31, 2006.

A summary of the status of the Company’s nonvested stock options under the 1996 Plan as of May 31, 2006, and changes during the six months then ended is presented below:

				Weighted-
				Average
				Grant-Date
Options	Shares			Fair Value
Nonvested at November 30, 2005		31,455		$	15.52
Granted		—			—
Vested		—			—
Forfeited		(1,669	)		14.81
Nonvested at May 31, 2006		29,786			15.56

As of May 31, 2006, there was approximately $227,000 of total unrecognized compensation cost related to nonvested stock options granted under the 1996 Plan. That cost is expected to be recognized over a weighted-average period of one year.

In April, 2006, the Company’s shareholders’ approved the 2006 Long-Term Incentive Plan (the “2006 Plan”) which authorizes the grant of stock options (incentive and non-qualified), stock appreciation rights, restricted and unrestricted stock, cash awards and Performance Units (as defined in the 2006 Plan) to employees, consultants and advisors of the Company capable of contributing to the Company’s performance. The Company has reserved an aggregate of 1,000,000 shares (subject to adjustment for stock splits and similar capital changes) of the Company’s Class A Common Stock for grants under the 2006 Plan. Incentive Stock Options may be granted only to employees eligible to receive them under the Internal Revenue Code of 1996, as amended. The Board of Directors has appointed the Compensation Committee (the “Committee”) to administer the 2006 Plan. Awards under the 2006 Plan will contain such terms and

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conditions not inconsistent with the 2006 Plan as the Committee in its discretion approves. The Committee has discretion to administer the 2006 Plan in the manner which it determines, from time to time, is in the best interest of the Company. Since its approval, there have been no awards granted under the 2006 Plan.

4. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three- and six-month periods ended May 31 (in thousands, except share amounts):

	Three Months Ended						Six Months Ended
	May 31,			May 31,			May 31,			May 31,
	2005			2006			2005			2006
Basic and diluted:
Income from continuing operations	$	26,540		$	30,727		$	67,658		$	74,858
Loss from discontinued operations		(39	)		(40	)		(92	)		(118	)
Net income	$	26,501		$	30,687		$	67,566		$	74,740
Basic earnings per share denominator:
Weighted average shares outstanding		53,127,314			53,165,845			53,114,430			53,155,050
Basic earnings per share:
Income from continuing operations	$	0.50		$	0.58		$	1.27		$	1.41
Loss from discontinued operations		—			—			—			—
Net income	$	0.50		$	0.58		$	1.27		$	1.41
Diluted earnings per share denominator:
Weighted average shares outstanding		53,127,314			53,165,845			53,114,430			53,155,050
Common stock options		21,297			15,994			21,029			14,885
Contingently issuable shares		83,032			84,682			92,126			88,264
Diluted weighted average shares outstanding		53,231,643			53,266,521			53,227,585			53,258,199
Diluted earnings per share:
Income from continuing operations	$	0.50		$	0.58		$	1.27		$	1.40
Loss from discontinued operations		—			—			—			—
Net income	$	0.50		$	0.58		$	1.27		$	1.40
Anti-dilutive shares excluded in the computation of diluted earnings per share		—			29,097			—			34,110

5. Equity Investments

Equity method investments consist of the Company’s interests in Motorsports Alliance, LLC (“Motorsports Alliance”) and SMISC, LLC (“SMISC”).

Motorsports Alliance (owned 50% by the Company and 50% by Indianapolis Motor Speedway, LLC), owns a 75% interest in Raceway Associates, LLC (“Raceway Associates”). Raceway Associates owns and operates Chicagoland Speedway and Route 66 Raceway.

On August 30, 2005, the Company partnered with Speedway Motorsports Incorporated (“SMI”) in a 50/50 joint venture, SMISC, which, through a wholly-owned subsidiary Motorsports Authentics, LLC, conducts business under the name Motorsports Authentics. Motorsports Authentics operates as an independent company with the Company and SMI as equal owners. Also on August 30, 2005, the Company announced that SMISC had entered into a definitive agreement dated August 29, 2005, to purchase the stock of Action Performance Companies, Inc. (“Action”). On December 9, 2005, SMISC purchased the stock of Action, which was structured as a merger of a wholly-owned subsidiary of Motorsports Authentics, LLC into Action.

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The acquisition of Action resulted in an investment of approximately $124.6 million and was combined with the net assets and merchandising operations of Team Caliber, which Motorsports Authentics acquired on September 8, 2005. As a result of these acquisitions, Motorsports Authentics is now a leader in design, promotion, marketing and distribution of motorsports licensed merchandise. Motorsports Authentics has licenses for exclusive and non-exclusive distribution with teams competing in the National Association for Stock Car Auto Racing, Inc. (“NASCAR”) and other major motorsports series. Its products include a broad range of motorsports-related die-cast replica collectibles, apparel, gifts and other memorabilia, which are marketed through a combination of mass retail, domestic wholesale, trackside, international and collector’s club distribution channels.

6. Discontinued Operations

In May 2004, the Company announced its intention to request realignment of the NASCAR Busch Series and IRL IndyCar Series events, then conducted at Nazareth Speedway (“Nazareth”), to other motorsports facilities within its portfolio and its intention to suspend indefinitely major motorsports event operations at the facility after completion of its fiscal 2004 events. In late fiscal 2004, the Company decided to pursue the sale of the Nazareth assets.

In January 2006, the Company entered into an agreement with NZSW, LLC for the sale of 158 acres, on which Nazareth Speedway is located, for approximately $18.8 million. The sale transaction is expected to close in fiscal 2006 and is contingent upon, among other items, the purchaser’s right to terminate the agreement during the due diligence period. Upon closing the transaction, the Company expects to record an after-tax gain from discontinued operations of approximately $6.0 to $7.0 million, or $0.11 to $0.13 per diluted share.

The operations of Nazareth were included in the Motorsports Event segment. In accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” the results of operations of Nazareth are presented as discontinued operations in all periods presented. During the three and six months ended May 31, 2005 and 2006, there were no revenues recognized by Nazareth. Nazareth’s pre-tax loss was approximately $100,000 and $218,000 during the three and six months ended May 31, 2005, respectively, and approximately $106,000 and $267,000 during the three and six months ended May 31, 2006, respectively. Nazareth’s assets held for sale included in property and equipment, net of accumulated depreciation, totaled approximately $6.8 million at November 30, 2005 and May 31, 2006.

7. Goodwill and Intangible Assets

The gross carrying value, accumulated amortization and net carrying value of the major classes of intangible assets relating to the Motorsports Event segment are as follows (in thousands):

			November 30, 2005
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Amortized intangible assets:
Customer database	$	500	$	100	$	400
Food, beverage and merchandise contracts		276		142		134
Total amortized intangible assets		776		242		534
Non-amortized intangible assets:
Relationship with NASCAR — sanctioning agreements		148,000		—		148,000
Other		930		—		930
Total non-amortized intangible assets		148,930		—		148,930
Total intangible assets	$	149,706	$	242	$	149,464

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			May 31, 2006
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Amortized intangible assets:
Customer database	$	500	$	150	$	350
Food, beverage and merchandise contracts		276		163		113
Total amortized intangible assets		776		313		463
Non-amortized intangible assets:
Relationship with NASCAR — sanctioning agreements		148,000		—		148,000
Other		923		—		923
Total non-amortized intangible assets		148,923		—		148,923
Total intangible assets	$	149,699	$	313	$	149,386

The following table presents current and expected amortization expense of the existing intangible assets as of May 31, 2006 for each of the following periods (in thousands):

Aggregate amortization expense for the six months ended May 31, 2006	$	71
Estimated amortization expense for the year ending November 30:
2006	$	143
2007		143
2008		143
2009		101
2010		1

There were no changes in the carrying value of goodwill during the six months ended May 31, 2006.

8. Long-Term Debt

Long-term debt consists of the following (in thousands):

	November 30,		May 31,
	2005		2006
4.20% Senior Notes due 2009	$	151,297	$	151,106
5.40% Senior Notes due 2014		149,905		149,911
Credit Facility		—		—
TIF bond debt service funding commitment		67,820		67,859
		369,022		368,876
Less: current portion		635		635
	$	368,387	$	368,241

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On April 23, 2004, the Company completed an offering of $300.0 million principal amount of unsecured senior notes in a private placement. On September 27, 2004, the Company completed an offer to exchange these unsecured senior notes for registered senior notes with substantially identical terms (“2004 Senior Notes”). At May 31, 2006, outstanding 2004 Senior Notes totaled approximately $301.0 million, net of unamortized discounts and premium, which is comprised of $150.0 million principal amount unsecured senior notes, which bear interest at 4.2% and are due April 2009 (“4.2% Senior Notes”), and $150.0 million principal amount unsecured senior notes, which bear interest at 5.4% and are due April 2014. The 2004 Senior Notes require semi-annual interest payments on April 15 and October 15 through their maturity. The 2004 Senior Notes may be redeemed in whole or in part, at the opt ion of the Company, at any time or from time to time at redemption prices as defined in the indenture. The Company’s subsidiaries are guarantors of the 2004 Senior Notes. The 2004 Senior Notes also contain various restrictive covenants. Total gross proceeds from the sale of the 2004 Senior Notes were $300.0 million, net of discounts of approximately $431,000 and approximately $2.6 million of deferred financing fees. The deferred financing fees are being treated as additional interest expense and amortized over the life of the 2004 Senior Notes on a straight-line method, which approximates the effective yield method. In March 2004, the Company entered into interest rate swap agreements to effectively lock in the interest rate on approximately $150.0 million of the 4.2% Senior Notes. The Company terminated these interest rate swap agreements on April 23, 2004 and received approximately $2.2 million, which is being amortized over the life of the 4.2% Senior Notes.

In January 1999, the Unified Government of Wyandotte County/Kansas City, Kansas (“Unified Government”), issued approximately $71.3 million in taxable special obligation revenue (“TIF”) bonds in connection with the financing of construction of Kansas Speedway. At May 31, 2006, outstanding TIF bonds totaled approximately $67.9 million, net of the unamortized discount, which is comprised of a $19.3 million principal amount, 6.15% term bond due December 1, 2017 and $49.7 million principal amount, 6.75% term bond due December 1, 2027. The TIF bonds are repaid by the Unified Government with payments made in lieu of property taxes (“Funding Commitment”) by the Company’s wholly-owned subsidiary, Kansas Speedway Corporation (“KSC”). Principal (mandatory redemption) payments per the Funding Commitment are payable by KSC on October 1 of each year. The semi-annual interest component of the Funding Commitment is payable on April 1 and October 1 of each year. KSC granted a mortgage and security interest in the Kansas project for its Funding Commitment obligation. The bond financing documents contain various restrictive covenants.

At May 31, 2006, the Company had a $300.0 million revolving credit facility (“Credit Facility”) scheduled to mature in September 2008 which accrued interest at LIBOR plus 62.5 — 150 basis points, based on the Company’s highest debt rating as determined by specified rating agencies. At May 31, 2006, the Company did not have any borrowings outstanding under the Credit Facility. On June 16, 2006, the Company entered into a $300.0 million revolving credit facility (“2006 Credit Facility”). The 2006 Credit Facility contains a feature that allows the Company to increase the credit facility to a total of $500.0 million, subject to certain conditions. Upon execution of the 2006 Credit Facility, the Company terminated its then existing $300.0 million Credit Facility. The 2006 Credit Facility is scheduled to mature in June 2011, and accrues interest at LIBOR plus 30.0 — 80.0 basis points, based on the Company’s highest debt rating as determined by specified rating agencies. The 2006 Credit Facility contains various restrictive covenants.

Total interest expense from continuing operations incurred by the Company was approximately $3.3 million and $2.8 million for the three months ended May 31, 2005 and 2006, respectively, and $6.4 million and $6.9 million for the six months ended May 31, 2005 and 2006, respectively. Total interest capitalized for the three months ended May 31, 2005 and 2006, was approximately $1.8 million and $2.0 million, respectively, and approximately $3.8 and $3.9 million for the six months ended May 31, 2005 and 2006, respectively.

Financing costs of approximately $6.9 million and $6.5 million, net of accumulated amortization, have been deferred and are included in other assets at November 30, 2005 and May 31, 2006, respectively. These costs are being amortized on a straight line method, which approximates the effective yield method, over the life of the related financing.

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9. Related Party Disclosures and Transactions

All of the racing events that take place during the Company’s fiscal year are sanctioned by various racing organizations such as the American Historic Racing Motorcycle Association, the American Motorcyclist Association, the Automobile Racing Club of America, the Clear Channel — Championship Cup Series, the Federation Internationale de l’Automobile, the Federation Internationale Motocycliste, the Grand American Road Racing Association, Historic Sportscar Racing, the International Race of Champions, the Indy Racing League, NASCAR, the National Hot Rod Association, the Porsche Club of America, the Sports Car Club of America, the Sportscar Vintage Racing Association, the United States Auto Club and the World Karting Association. NASCAR, which sanctions some of the Company’s principal racing events, is a member of the France Family Group which controls in excess of 60% of the combined voting power of the outstanding stock of the Company, and some members of which serve as directors and officers of the Company. Standard NASCAR sanction agreements require racetrack operators to pay sanction fees and prize and point fund monies for each sanctioned event conducted. The prize and point fund monies are distributed by NASCAR to participants in the events. Prize and point fund monies paid by the Company to NASCAR from continuing operations for disbursement to competitors, which are exclusive of NASCAR sanction fees, totaled approximately $27.1 million and $29.8 million for the three months ended May 31, 2005 and 2006, respectively, and approximately $55.4 million and $60.9 million for the six months ended May 31, 2005 and 2006, respectively. There were no prize and point fund monies paid by the Company to NASCAR related to the discontinued operations for the three and six months ended May 31, 2005 and 2006, respectively.

Under current agreements, NASCAR contracts directly with certain network providers for television rights to the entire NASCAR NEXTEL Cup and Busch series schedules. Event promoters share in the television rights fees in accordance with the provision of the sanction agreement for each NASCAR NEXTEL Cup and Busch series event. Under the terms of this arrangement, NASCAR retains 10% of the gross broadcast rights fees allocated to each NASCAR NEXTEL Cup or Busch series event as a component of its sanction fees and remits the remaining 90% to the event promoter. The event promoter pays 25% of the gross broadcast rights fees allocated to the event as part of the previously discussed prize money paid to NASCAR for disbursement to competitors. The Company’s television broadcast and ancillary rights fees from continuing operations received from NASCAR for the NASCAR NEXTEL Cup and Busch series events conducted at its wholly-owned facilities were $56.7 million and $65.0 million for the three months ended May 31, 2005 and 2006, respectively, and $116.2 million and $135.4 million for the six months ended May 31, 2005 and 2006, respectively. There were no television broadcast and ancillary rights fees received from NASCAR related to the discontinued operations during the three and six months ended May 31, 2005 and 2006, respectively.

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10. Commitments and Contingencies

In October 2002, the Unified Government issued subordinate sales tax special obligation revenue bonds (“2002 STAR Bonds”) totaling approximately $6.3 million to reimburse the Company for certain construction already completed on the second phase of the Kansas Speedway project and to fund certain additional construction. The 2002 STAR Bonds, which require annual debt service payments and are due December 1, 2022, will be retired with state and local taxes generated within the speedway’s boundaries and are not the Company’s obligation. KSC has agreed to guarantee the payment of principal, any required premium and interest on the 2002 STAR Bonds. At May 31, 2006, the Unified Government had approximately $4.3 million outstanding on 2002 STAR Bonds. Under a keepwell agreement, the Company has agreed to provide financial assistance to KSC, if necessary, to support KSC’s guarantee of the 2002 STAR Bonds.

The Company is a member of Motorsports Alliance (owned 50% by the Company and 50% by Indianapolis Motor Speedway LLC), which owns 75% of Raceway Associates. Raceway Associates owns and operates Chicagoland Speedway and Route 66 Raceway. Raceway Associates has a term loan arrangement, which requires quarterly principal and interest payments and matures November 15, 2012, and a $15 million secured revolving credit facility, which matures in September 2008. At May 31, 2006, Raceway Associates had approximately $30.8 million outstanding under its term loan and no borrowings outstanding under its then existing credit facility. Under a keepwell agreement, the members of Motorsports Alliance have agreed to provide financial assistance to Raceway Associates, if necessary, on a pro rata basis to support its performance under its term loan and credit facility.

The Company has guaranteed minimum royalty payments under certain agreements through December 2015, with a remaining maximum exposure at May 31, 2006, of approximately $12.5 million.

In December 2004, the Company, through its majority-owned subsidiary, 380 Development, LLC (“380 Development”), purchased a total of 677 acres of land in the New York City borough of Staten Island that could potentially be utilized for the development of a major motorsports entertainment and retail development project. The minority member of 380 Development is a subsidiary of The Related Companies (“Related”), a real estate development specialist whose developments include the Time Warner Center in Manhattan and the Gateway Center in Brooklyn. There are operating and development agreements between the Company and Related, which will govern the development and operation of the planned project and impose mutual and reciprocal obligations on the parties with respect to the project. Related issued a limited recourse promissory note (“Promissory Note”) payable to the Company for its approximately 12.4% membership interest of 380 Development and its proportionate share of the agreed project development expenses until such time as the status of the project approval is ultimately determined. The Promissory Note is secured by Related’s ownership in 380 Development.

In connection with the Company’s automobile and workers’ compensation insurance coverages and certain construction contracts, the Company has standby letter of credit agreements in favor of third parties totaling $2.6 million at May 31, 2006. At May 31, 2006, there were no amounts drawn on the standby letters of credit.

The Internal Revenue Service (the “Service”) is currently performing a periodic examination of the Company’s federal income tax returns for the years ended November 30, 1999 through 2004 and has challenged the tax depreciation treatment of a significant portion of its motorsports entertainment facility assets. In fiscal 2005, the Company received reports from the Service requesting downward adjustments to its tax depreciation expense for the fiscal years ended November 30, 1999 through 2002, which could potentially result in the reclassification of approximately $63.6 million of income taxes from deferred to current. Including related interest, the combined after-tax cash flow impact of these requested adjustments is approximately $79.4 million. In order to prevent incurring additional interest, the Company deposited approximately $79.4 million for the fiscal years ended November 30, 1999 through 2002, with the Service in June 2005. Additional adjustments to the Company’s tax depreciation expense are expected to be requested later by the Service for fiscal years ended November 30, 2003 and 2004. Accordingly, to further prevent incurring interest the Company deposited an additional approximately $17.5 million with the Service in June 2005 related to the anticipated federal tax adjustments for fiscal year 2003. Including related interest, the Company estimates the combined after-tax cash flow impact of these additional federal tax adjustments for fiscal 2004 and 2005, and related state tax revisions for all periods, to range between $50.0 million and $60.0 million at May 31, 2006. The Company’s deposits are not a payment of tax, and it

17

will receive accrued interest on any of these funds ultimately returned to it. At May 31, 2006, the approximately $96.9 million of deposits with the Service are classified as long-term assets in the Company’s consolidated financial statements. The Company believes that its application of the federal income tax regulations in question, which have been applied consistently since being adopted in 1986 and have been subjected to previous IRS audits, is appropriate, and it intends to vigorously defend the merits of its position. Once commenced by the Service, the administrative appeals process is expected to take six to 15 months to complete. If the Company’s appeal is not resolved satisfactorily, it will evaluate all of its options, including litigation. In accordance with SFAS No. 109 “Accounting for Income Taxes,” the Company has accrued a deferred tax liability based on the differences between its financial reporting and tax bases of such assets in its consolidated balance sheet as of May 31, 2006. While an adverse resolution of these matters could result in a material negative impact on cash flow, including payment of taxes from amounts currently on deposit with the Service, the Company believes that it has provided adequate reserves related to these matters including interest charges through May 31, 2006 totaling approximately $11.8 million, and, as a result, does not expect that such an outcome would have a material adverse effect on results of operations.

The Company believes that its existing cash, cash equivalents and short-term investments, combined with the cash provided by current operations and available borrowings under its 2006 Credit Facility will be sufficient to fund its: (i) operations and approved capital projects at existing facilities for the foreseeable future; (ii) payments required in connection with the funding of the Unified Government’s debt service requirements related to the TIF bonds; (iii) payments related to its existing debt service commitments; (iv) any potential payments associated with its keepwell agreements; (v) any payment of tax and related interest that may ultimately occur as a result of the examination by the Service; and (vi) the fees and expenses incurred in connection with the current legal proceeding discussed in this Note.

Current Litigation

The Company is from time to time a party to routine litigation incidental to its business. Management does not believe that the resolution of any or all of such litigation will have a material adverse effect on the Company’s financial condition or results of operations.

In addition to such routine litigation incident to its business, the Company is a party to litigation described below.

On July 13, 2005, Kentucky Speedway, LLC filed a civil action in the Eastern District of Kentucky against NASCAR and the Company alleging that “NASCAR and ISC have acted, and continue to act, individually and in combination and collusion with each other and other companies that control tracks hosting NASCAR NEXTEL Cup Series, to illegally restrict the award of ... NASCAR NEXTEL Cup Series [races].” The complaint seeks damages and an injunction requiring NASCAR to establish a competitive bidding process for NEXTEL Cup events and prohibiting further violations of the antitrust laws. Other than some vaguely conclusory allegations, the complaint fails to specify any conduct by International Speedway Corporation (“ISC”) other than conducting and growing its motorsports entertainment business for the benefit of its shareholders. The Company believes the allegations to be without merit and intends to defend itself vigorously. The Company has retained counsel and is pursuing defenses to the suit while maintaining potential counterclaim remedies available to it to recover the damages caused by the filing of the suit. On September 12, 2005 counsel for the Company filed a motion to dismiss the complaint for improper jurisdiction and venue as well as the lack of any antitrust injury allegations. On January 27, 2006, the court denied the Company’s motion to dismiss the complaint and established a February 1, 2007 deadline for the completion of pre-trial discovery. Based upon the current timeline a trial on the merits of the case is scheduled for no earlier than August 2007. While it is premature to quantify either the likelihood or the potential magnitude of an adverse decision, the fees and expenses associated with the defense of this suit are not covered by insurance and could adversely impact the Company’s financial condition or results of operations and cash flows, even if the Company ultimately prevails. Further, the time devoted to this matter by management and the possible impact of litigation on business negotiations occurring prior to resolution of this matter could also adversely impact our financial condition or results of operations and cash flows. Finally, even if the direct effect of the resolution of this case does not result in a material adverse impact on us, it is possible that the resolution of this case could result in industry-wide changes in the way race schedules are determined by sanctioning bodies, which could indirectly have a material adverse impact on the Company.

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11. Segment Reporting

The following tables provide segment reporting of the Company for the three- and six-month periods ended May 31, 2005 and 2006 (in thousands):

	Three Months Ended May 31, 2005
	Motorsports		All
	Event		Other		Total
Revenues	$	148,241	$	11,161	$	159,402
Depreciation and amortization		10,870		1,716		12,586
Operating income		44,834		2,032		46,866
Capital expenditures		30,761		5,185		35,946
Total assets		1,561,512		180,301		1,741,813
Equity investments		33,100		—		33,100

	Three Months Ended May 31, 2006
	Motorsports		All
	Event		Other		Total
Revenues	$	162,392	$	11,683	$	174,075
Depreciation and amortization		11,893		1,886		13,779
Operating income		49,875		2,301		52,176
Capital expenditures		29,274		2,205		31,479
Total assets		1,699,013		270,778		1,969,791
Equity investments		170,926		—		170,926

	Six Months Ended May 31, 2005
	Motorsports		All
	Event		Other		Total
Revenues	$	319,637	$	21,508	$	341,145
Depreciation and amortization		21,162		3,287		24,449
Operating income		114,416		4,297		118,713
Capital expenditures		155,092		11,065		166,157

	Six Months Ended May 31, 2006
	Motorsports		All
	Event		Other		Total
Revenues	$	347,701	$	23,144	$	370,845
Depreciation and amortization		23,569		3,673		27,242
Operating income		125,444		5,195		130,639
Capital expenditures		47,890		6,400		54,290

Intersegment revenues were approximately $2.0 million and $2.0 million for the three months ended May 31, 2005 and 2006, respectively and approximately $4.3 million and $4.8 million for the six months ended May 31, 2005 and 2006, respectively.

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12. Condensed Consolidating Financial Statements

In connection with the 2004 Senior Notes, the Company is required to provide condensed consolidating financial information for its subsidiary guarantors. All of the Company’s subsidiaries have, jointly and severally, fully and unconditionally guaranteed, to each holder of 2004 Senior Notes and the trustee under the Indenture for the 2004 Senior Notes, the full and prompt performance of the Company’s obligations under the indenture and the 2004 Senior Notes, including the payment of principal (or premium, if any) and interest on the 2004 Senior Notes, on an equal and ratable basis.

The subsidiary guarantees are unsecured obligations of each subsidiary guarantor and rank equally in right of payment with all senior indebtedness of that subsidiary guarantor and senior in right of payment to all subordinated indebtedness of that subsidiary guarantor. The subsidiary guarantees are effectively subordinated to any secured indebtedness of the subsidiary guarantor with respect to the assets securing the indebtedness.

In the absence of both default and notice, there are no restrictions imposed by the Company’s Credit Facility, 2006 Credit Facility, 2004 Senior Notes, or guarantees on the Company’s ability to obtain funds from its subsidiaries by dividend or loan. The Company has not presented separate financial statements for each of the guarantors, because it has deemed that such financial statements would not provide the investors with any material additional information.

Included in the tables below, are condensed consolidating balance sheets as of November 30, 2005 and May 31, 2006, condensed consolidating statements of operations for the three- and six-month periods ended May 31, 2005 and 2006, and condensed consolidating statements of cash flows for the six-month periods ended May 31, 2005 and 2006, of: (a) the Parent; (b) the guarantor subsidiaries; (c) elimination entries necessary to consolidate Parent with guarantor subsidiaries; and (d) the Company on a consolidated basis (in thousands).

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	Condensed Consolidating Balance Sheet At November 30, 2005
			Combined
	Parent		Guarantor
	Company		Subsidiaries			Eliminations			Consolidated
Current assets	$	21,883	$	194,183		$	(18,688	)	$	197,378
Property and equipment, net		181,234		997,448			—			1,178,682
Advances to and investments in subsidiaries		1,706,785		748,555			(2,455,340	)		—
Other assets		113,618		307,391			—			421,009
Total Assets	$	2,023,520	$	2,247,577		$	(2,474,028	)	$	1,797,069
Current liabilities	$	36,034	$	141,600		$	4,857		$	182,491
Long-term debt		1,049,757		244,719			(926,089	)		368,387
Deferred income taxes		53,123		141,702			—			194,825
Other liabilities		18		11,393			—			11,411
Total shareholders’ equity		884,588		1,708,163			(1,552,796	)		1,039,955
Total Liabilities and Shareholders’ Equity	$	2,023,520	$	2,247,577		$	(2,474,028	)	$	1,797,069
	Condensed Consolidating Balance Sheet At May 31, 2006
			Combined
	Parent		Guarantor
	Company		Subsidiaries			Eliminations			Consolidated
Current assets	$	22,355	$	224,078		$	(23,389	)	$	223,044
Property and equipment, net		182,734		1,024,228			—			1,206,962
Advances to and investments in subsidiaries		1,646,880		759,049			(2,405,929	)		—
Other assets		112,641		427,144			—			539,785
Total Assets	$	1,964,610	$	2,434,499		$	(2,429,318	)	$	1,969,791
Current liabilities	$	51,369	$	222,713		$	831		$	274,913
Long-term debt		1,020,865		(1,352,871	)		700,247			368,241
Deferred income taxes		60,982		142,711			—			203,693
Other liabilities		8		11,346			—			11,354
Total shareholders’ equity		831,386		3,410,600			(3,130,396	)		1,111,590
Total Liabilities and Shareholders’ Equity	$	1,964,610	$	2,434,499		$	(2,429,318	)	$	1,969,791

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	Condensed Consolidating Statement of Operations
	For The Three Months Ended May 31, 2005
				Combined
	Parent			Guarantor
	Company			Subsidiaries		Eliminations			Consolidated
Total revenues	$	547		$	195,178	$	(38,278	)	$	157,447
Total expenses		7,444			141,415		(38,278	)		110,581
Operating (loss) income		(6,897	)		53,763		—			46,866
Interest and other income (expense), net		2,092			2,036		(7,436	)		(3,308	)
(Loss) income from continuing operations		(13,103	)		47,079		(7,436	)		26,540
Net (loss) income		(13,103	)		47,040		(7,436	)		26,501

	Condensed Consolidating Statement of Operations
	For The Three Months Ended May 31, 2006
				Combined
	Parent			Guarantor
	Company			Subsidiaries		Eliminations			Consolidated
Total revenues	$	585		$	203,872	$	(32,374	)	$	172,083
Total expenses		10,371			141,910		(32,374	)		119,907
Operating (loss) income		(9,786	)		61,962		—			52,176
Interest and other (expense) income, net		(14,197	)		15,666		(5,400	)		(3,931	)
(Loss) income from continuing operations		(33,372	)		69,499		(5,400	)		30,727
Net (loss) income		(33,372	)		69,459		(5,400	)		30,687

	Condensed Consolidating Statement of Operations
	For The Six Months Ended May 31, 2005
				Combined
	Parent			Guarantor
	Company			Subsidiaries		Eliminations			Consolidated
Total revenues	$	1,115		$	419,659	$	(83,895	)	$	336,879
Total expenses		15,603			286,458		(83,895	)		218,166
Operating (loss) income		(14,488	)		133,201		—			118,713
Interest and other income (expense), net		8,762			2,870		(18,556	)		(6,924	)
(Loss) income from continuing operations		(30,921	)		117,135		(18,556	)		67,658
Net (loss) income		(30,921	)		117,043		(18,556	)		67,566

	Condensed Consolidating Statement of Operations
	For The Six Months Ended May 31, 2006
				Combined
	Parent			Guarantor
	Company			Subsidiaries		Eliminations			Consolidated
Total revenues	$	1,213		$	453,915	$	(89,112	)	$	366,016
Total expenses		18,422			306,067		(89,112	)		235,377
Operating (loss) income		(17,209	)		147,848		—			130,639
Interest and other (expense) income, net		(8,349	)		17,312		(18,525	)		(9,562	)
(Loss) income from continuing operations		(50,097	)		143,480		(18,525	)		74,858
Net (loss) income		(50,097	)		143,362		(18,525	)		74,740

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	Condensed Consolidating Statement of Cash Flows
	For The Six Months Ended May 31, 2005
				Combined
	Parent			Guarantor
	Company			Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(44,104	)	$	170,020		$	3,981		$	129,897
Net cash provided by (used in) investing activities		51,021			(236,027	)		(3,981	)		(188,987	)
Net cash used in financing activities		(236	)		(7,000	)		—			(7,236	)

	Condensed Consolidating Statement of Cash Flows
	For The Six Months Ended May 31, 2006
				Combined
	Parent			Guarantor
	Company			Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(33,137	)	$	212,071		$	(17,850	)	$	161,084
Net cash provided by (used in) investing activities		29,467			(252,446	)		17,850			(205,129	)
Net cash used in financing activities		(130	)		—			—			(130	)

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PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

General

The general nature of our business is a motorsports themed amusement enterprise; furnishing amusement to the public in the form of motorsports themed entertainment. We derive revenues primarily from (i) admissions to motorsports events and motorsports themed amusement activities held at our facilities, (ii) revenue generated in conjunction with or as a result of motorsports events and motorsports themed amusement activities conducted at our facilities, and (iii) catering, concession and merchandising services during or as a result of these events and amusement activities.

“Admissions, net” revenue includes ticket sales for all of our racing events, activities at DAYTONA USA and other motorsports activities and amusements, net of any applicable taxes.

“Motorsports related revenue” primarily includes television, radio and ancillary rights fees, marketing partnership fees, hospitality rentals (including luxury suites, chalets and the hospitality portion of club seating), advertising, track rentals and royalties from licenses of our trademarks.

“Food, beverage and merchandise revenue” includes revenues from concession stands, direct sales of souvenirs, hospitality catering, programs and other merchandise and fees paid by third party vendors for the right to occupy space to sell souvenirs and concessions at our facilities.

Direct expenses include (i) prize and point fund monies and NASCAR sanction fees, (ii) motorsports related expenses, which include labor, advertising, costs of competition paid to sanctioning bodies other than NASCAR and other expenses associated with the promotion of all of our motorsports events and activities, and (iii) food, beverage and merchandise expenses, consisting primarily of labor and costs of goods sold.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While our estimates and assumptions are based on conditions existing at and trends leading up to the time the estimates and assumptions are made, actual results could differ materially from those estimates and assumptions. We continually review our accounting policies, how they are applied and how they are reported and disclosed in the financial statements.

The following is a summary of our critical accounting policies and estimates and how they are applied in the preparation of the financial statements.

Basis of Presentation and Consolidation. We consolidate all entities we control by ownership of a majority voting interest. We do not currently have variable interest entities for which we are the primary beneficiary. If we have variable interest entities for which we are the primary beneficiary, we will consolidate those entities. Our judgment in determining if we are the primary beneficiary of a variable interest entity includes assessing our level of involvement in establishing the entity, determining whether we provide more than half of any management, operational or financial support to the entity, and

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determining if we absorb the majority of the entity’s expected losses or returns.

We apply the equity method of accounting for our investments in joint ventures and other investees whenever we can exert significant influence on the investee but do not have effective control over the investee. Our consolidated net income includes our share of the net earnings or losses from these investees. Our judgment regarding the level of influence over each equity method investee includes considering factors such as our ownership interest, board representation and policy-making decisions. We periodically evaluate these equity investments for potential impairment where a decline in value is determined to be other than temporary.

We use the cost method to account for investments in entities that we do not control and for which we do not have the ability to exercise significant influence over operating and financial policies.

We eliminate all significant intercompany transactions from financial results.

Revenue Recognition. Advance ticket sales and event-related revenues for future events are deferred until earned, which is generally once the events are conducted. The recognition of event-related expenses is matched with the recognition of event-related revenues.

NASCAR contracts directly with certain network providers for television rights to the entire NASCAR NEXTEL Cup and NASCAR Busch series schedules. Event promoters share in the television rights fees in accordance with the provision of the sanction agreement for each NASCAR NEXTEL Cup and NASCAR Busch series event. Under the terms of this arrangement, NASCAR retains 10% of the gross broadcast rights fees allocated to each NASCAR NEXTEL Cup or NASCAR Busch series event as a component of its sanction fees and remits the remaining 90% to the event promoter. The event promoter pays 25% of the gross broadcast rights fees allocated to the event as part of awards to the competitors.

Our revenues from marketing partnerships are paid in accordance with negotiated contracts, with the identities of partners and the terms of sponsorship changing from time to time. Some of our marketing partnership agreements are for multiple facilities and/or events and include multiple specified elements, such as tickets, hospitality chalets, suites, display space and signage for each included event. The allocation of such marketing partnership revenues between the multiple elements, events and facilities is based on relative fair value. The sponsorship revenue allocated to an event is recognized when the event is conducted.

Revenues and related costs from the sale of merchandise to retail customers, internet sales and direct sales to dealers are recognized at the time of sale.

Accounts Receivable. We regularly review the collectibility of our accounts receivable. An allowance for doubtful accounts is estimated based on historical experience of write-offs and future expectations of conditions that might impact the collectibility of accounts.

Business Combinations. All business combinations are accounted for under the purchase method. Whether net assets or common stock is acquired, fair values are determined and assigned to the purchased assets and assumed liabilities of the acquired entity. The excess of the cost of the acquisition over fair value of the net assets acquired (including recognized intangibles) is recorded as goodwill. Business combinations involving existing motorsports entertainment facilities commonly result in a significant portion of the purchase price being allocated to the fair value of the facility’s long-term relationship with sanctioning bodies, such as NASCAR, Grand American Road Racing Association (“Grand American”) and/or Indy Racing League (“IRL”), which enables the facility to host profitable motorsports events year after year. While individual sanction agreements may be of terms as short as one year, a significant portion of the purchase price in excess of the fair value of acquired tangible assets is commonly paid to acquire anticipated future cash flows from these relationships which are expected to continue for the foreseeable future. As such, these intangible assets are deemed to have an indefinite life.

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Capitalization and Depreciation Policies. Property and equipment are stated at cost. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Depreciation and amortization for financial statement purposes are provided on a straight-line basis over the estimated useful lives of the assets. When we construct assets, we capitalize direct costs of the project, including, but not limited to, certain preacquisition costs, permitting costs, fees paid to architects and contractors, certain costs of our design and construction subsidiary and property taxes.

We must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered an operating expense or a capital asset is a matter of judgment. When constructing or purchasing assets, we must determine whether existing assets are being replaced or otherwise impaired, which also is a matter of judgment. Our depreciation expense for financial statement purposes is highly dependent on the assumptions we make about our assets’ estimated useful lives. We determine the estimated useful lives based upon our experience with similar assets, industry, legal and regulatory factors, and our expectations of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively.

Interest costs associated with major development and construction projects are capitalized as part of the cost of the project. Interest is typically capitalized on amounts expended using the weighted-average cost of our outstanding borrowings, since we typically do not borrow funds directly related to a development or construction project. Whether we capitalize interest on a project depends on our management’s actions and begins when development or construction activities begin and ceases when such activities are substantially complete or are suspended for more than a brief period.

Impairment of Long-lived Assets, Goodwill and Other Intangible Assets. Our consolidated balance sheets include significant amounts of long-lived assets, goodwill and other intangible assets. Our intangible assets are comprised of assets having finite useful lives, which are amortized over that period, and goodwill and other non-amortizable intangible assets with indefinite useful lives. Current accounting standards require testing these assets for impairment, either upon the occurrence of an impairment indicator or annually, based on assumptions regarding our future business outlook. While we continue to review and analyze many factors that can impact our business prospects in the future, our analyses are subjective and are based on conditions existing at and trends leading up to the time the estimates and assumptions are made. Actual results could differ materially from these estimates and assumptions. Our judgments with regard to our future business prospects could impact whether or not an impairment is deemed to have occurred, as well as the timing of the recognition of such an impairment charge. Our equity method investees also perform such tests for impairment of long-lived assets, goodwill and other intangible assets.

Self-Insurance Reserves. We use a combination of insurance and self-insurance for a number of risks including general liability, workers’ compensation, vehicle liability and employee-related health care benefits. Liabilities associated with the risks that we retain are estimated by considering various historical trends and forward-looking assumptions related to costs, claim counts and payments. The estimated accruals for these liabilities could be significantly affected if future occurrences and claims differ from these assumptions and historical trends.

Income Taxes. The tax law requires that certain items be included in our tax return at different times than when these items are reflected in our consolidated financial statements. Some of these differences are permanent, such as expenses not deductible on our tax return. However, some differences reverse over time, such as depreciation expense, and these temporary differences create deferred tax assets and liabilities. Our estimates of deferred income taxes and the significant items giving rise to deferred tax assets and liabilities reflect our assessment of actual future taxes to be paid on items reflected in our financial statements, giving consideration to both timing and probability of realization. Actual income taxes could vary significantly from these estimates due to future changes in income tax law or changes or adjustments resulting from final review of our tax returns by taxing authorities, which could also adversely impact our cash flow.

In the ordinary course of business, there are many transactions and calculations where the ultimate tax

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outcome is uncertain. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws. We recognize probable liabilities for anticipated tax audit issues based on an estimate of the ultimate resolution of whether, and the extent to which, additional taxes will be due. Although we believe the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. Such differences could have an impact on the income tax provision and operating results in the period in which such determination is made.

Contingent Liabilities. Our determination of the treatment of contingent liabilities in the financial statements is based on our view of the expected outcome of the applicable contingency. In the ordinary course of business we consult with legal counsel on matters related to litigation and other experts both within and outside our company. We accrue a liability if the likelihood of an adverse outcome is probable and the amount of loss is reasonably estimable. We disclose the matter but do not accrue a liability if either the likelihood of an adverse outcome is only reasonably possible or an estimate of loss is not determinable. Legal and other costs incurred in conjunction with loss contingencies are expensed as incurred.

Discontinued Operations

In May 2004, we announced our intention to request realignment of the NASCAR Busch Series and IRL IndyCar Series events, then conducted at Nazareth Speedway (“Nazareth”), to other motorsports facilities within our portfolio and our intention to suspend indefinitely major motorsports event operations at the facility after completion of its fiscal 2004 events. In late fiscal 2004, we decided to pursue the sale of the Nazareth assets.

In January 2006, we entered into an agreement with NZSW, LLC for the sale of 158 acres, on which Nazareth Speedway is located, for approximately $18.8 million. The sale transaction is expected to close in fiscal 2006 and is contingent upon, among other items, the purchaser’s right to terminate the agreement during the due diligence period. Upon closing the transaction, we expect to record an after-tax gain from discontinued operations of approximately $6.0 to $7.0 million, or $0.11 to $0.13 per diluted share.

For all periods presented, the results of operations of Nazareth are presented as discontinued operations.

Equity Investments

On August 30, 2005, we partnered with Speedway Motorsports, Inc. (“SMI”) in a 50/50 joint venture, SMISC, LLC (“SMISC”), which, through a wholly-owned subsidiary Motorsports Authentics, LLC, conducts business under the name Motorsports Authentics. Motorsports Authentics operates as an independent company with us and SMI as equal owners. Also on August 30, 2005, we announced that SMISC had entered into a definitive agreement dated August 29, 2005, to purchase the stock of Action Performance Companies, Inc. (“Action”). The acquisition was structured as a merger of a wholly-owned subsidiary of Motorsports Authentics, LLC into Action.

The acquisition of Action was completed on December 9, 2005, which resulted in an investment of approximately $124.6 million and was combined with the net assets and merchandising operations of Team Caliber, which Motorsports Authentics acquired on September 8, 2005. As a result of these acquisitions, Motorsports Authentics is now a leader in design, promotion, marketing and distribution of motorsports licensed merchandise. Motorsports Authentics has licenses for exclusive and non-exclusive distribution with teams competing in NASCAR and other major motorsports series. Its products include a broad range of motorsports-related die-cast replica collectibles, apparel, gifts and other memorabilia, which are marketed through a combination of mass retail, domestic wholesale, trackside, international and collector’s club distribution channels.

Future Trends in Operating Results

Our success has been, and is expected to remain, dependent on maintaining good working relationships

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with the organizations that sanction events at our facilities, particularly with NASCAR, whose sanctioned events at our wholly-owned facilities accounted for approximately 86.2% of our revenues in fiscal 2005. In January 2003, NASCAR announced it would entertain and discuss proposals from track operators regarding potential realignment of NASCAR NEXTEL Cup Series dates to more geographically diverse and potentially more desirable markets where there may be greater demand, resulting in an opportunity for increased revenues to the track operators. NASCAR approved realignments of certain events at our facilities for the 2004 and 2005 seasons. We believe that the realignments have provided, and will continue to provide, additional net positive revenue and earnings as well as further enhance the sport’s exposure in highly desirable markets, which we believe benefits the sport’s fans, teams, sponsors and television broadcast partners as well as promoters. NASCAR has indicated that it is open to discussion regarding additional date realignments. We believe we are well positioned to capitalize on these future opportunities.

Fiscal 2001 was our first year under NASCAR’s multi-year consolidated television broadcast rights agreements with NBC Sports, Turner Sports, FOX and FX. These agreements cover the domestic broadcast of NASCAR’s NEXTEL Cup and Busch series racing seasons from 2001 through 2006. Under these agreements, television rights fees are expected to increase approximately 15 percent for the industry in fiscal 2006. Television broadcast and ancillary rights fees from continuing operations received from NASCAR for the NASCAR NEXTEL Cup and NASCAR Busch series events conducted at our wholly-owned facilities during the three- and six-month periods ended May 31, 2006 were approximately $65.0 million and $135.4 million, respectively, as compared to approximately $56.7 and $116.2, respectively, during the same periods of the prior year.

The 2005 NEXTEL Cup Series season was the most viewed ever for broadcasters FOX/FX and NBC/TNT. Over 400 million viewers tuned in to watch NASCAR’s three premier series last year as the NEXTEL Cup, Busch and Craftsman Truck series posted average annual household viewership increases of 4, 22 and 19 percent, respectively. We believe the increased television viewership is a result of the ongoing growth in fan and media awareness of NASCAR racing due to Nextel’s sponsorship of the Cup series, the benefits of realignment, the Chase for the Championship, and increased popularity of drivers in the Busch and Craftsman Truck series. In addition, strong promotional support and programming by the networks has helped the sport reach new fans nationwide.

NASCAR has entered into new combined eight-year agreements with FOX, ABC/ESPN and TNT beginning in 2007 for the domestic broadcast and related rights for its NEXTEL Cup, Busch and Craftsman Truck series. The agreements are expected to total approximately $4.5 billion, resulting in an approximate $560 million gross average annual rights fee for the industry, a more than 40 percent increase over the current contract average of $400 million annually. With an expected annual rights fees increase over the contract period of between three and five percent annually, we anticipate 2007 industry rights fees to range between approximately $470 million and $500 million. While the 2007 rights fees will be less than the 2006 rights fees of approximately $576 million, in our opinion it should not overshadow the strategic importance and expected long-term benefits of the new contracts. Over the past several years, there has been a shift of major sports programming from network to cable. The cable broadcasters can support a higher investment through subscriber fees not available to networks, which has resulted in increased rights fees for these sports properties. Cable, however, reaches far fewer households than network broadcasts. We view NASCAR’s decision to keep approximately two-thirds of its event schedule on network television as important to the sport’s future growth. The structure should continue to drive increased fan and media awareness for all three racing series, which will help fuel our long-term attendance and corporate-related revenues. We also welcome the chance to re-establish the sport’s broadcast relationship with ESPN, which we believe will result in further exposure for NASCAR racing. First, we believe the NASCAR Busch Series will significantly benefit from the improved continuity of its season-long presence on ESPN. In addition, we believe the sport as a whole will benefit from the increased ancillary programming and nightly and weekly NASCAR-branded programming and promotions, similar to what ESPN does with the other major sports. Of course the most significant benefit of the new contracts is the substantial increase in earnings and cash flow visibility for the entire industry over the contract period.

As media rights revenues fluctuate so do the variable costs tied to the percentage of broadcast rights fees required to be paid to competitors as part of NASCAR NEXTEL Cup, Busch and Craftsman Truck series sanction agreements. NASCAR prize and point fund monies, as well as sanction fees (“NASCAR direct expenses”), are outlined in the sanction agreement for each event and are negotiated in advance of an event.

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As previously discussed, included in these NASCAR direct expenses are 25% of the gross domestic television broadcast rights fees allocated to our NASCAR NEXTEL Cup, Busch and Craftsman Truck series events as part of prize and point fund money. These annually negotiated contractual amounts paid to NASCAR contribute to the support and growth of the sport of NASCAR stock car racing through payments to the teams and sanction fees paid to NASCAR. As such, we do not expect these costs to decrease in the future as a percentage of admissions and motorsports related income. We anticipate any operating margin improvement to come primarily from economies of scale and controlling costs in areas such as motorsports related and general and administrative expenses.

Economic conditions may impact our ability to secure revenues from corporate marketing partnerships. However, we believe that our presence in key markets and impressive portfolio of events are beneficial as we continue to pursue renewal and expansion of existing marketing partnerships and establish new corporate marketing partners. We believe that revenues from our corporate marketing partnerships will continue to grow over the long term.

An important component of our operating strategy has been our long-standing practice of focusing closely on supply and demand regarding additional capacity at our facilities. We continually evaluate the demand for our most popular racing events in order to add capacity that we believe will provide an acceptable rate of return on invested capital. Through prudent expansion, we attempt to keep demand at a higher level than supply, which stimulates ticket renewals and advance sales. Advance ticket sales result in earlier cash flow and reduce the potential negative impact of actual and forecasted inclement weather on ticket sales. While we will join with sponsors to offer promotions to generate additional ticket sales, we avoid rewarding last-minute ticket buyers by discounting tickets. We believe it is more important to encourage advance ticket sales and maintain price integrity to achieve long-term growth than to capture short-term incremental revenue. We recognize that a number of factors relating to discretionary consumer spending, including economic conditions affecting disposable consumer income such as employment and other lifestyle and business conditions, can negatively impact attendance at our events. Accordingly, we have instituted only modest increases in our weighted average ticket prices for fiscal 2006. In addition, we are limiting the expansion of our facilities in fiscal 2006 to projects at Phoenix International Raceway (“Phoenix”) and Darlington Raceway (“Darlington”). At Phoenix we replaced 14,000 grandstand seats behind Turns 3 and 4 with upgraded grandstands behind Turn 1, which provided improved sightlines and a more premium seat for our fans. In addition, we replaced an aging suite building with modern luxury suites along the top of the grandstands behind Turn 1. We also added a 100-person premier club atop the Turn 1 grandstands, which provides guests with an elite setting to experience racing in style. Also, at Darlington we removed 3,500 grandstand seats behind Turn 2 and replaced them with a new 6,500-seat grandstand structure behind Turn 1, a net capacity increase of approximately 3,000 seats. We will continue to evaluate expansion opportunities, as well as the pricing and packaging of our tickets and other products, on an ongoing basis. Over the long term, we plan to continue to expand capacity at our speedways.

Since we compete with newer entertainment venues for patrons and sponsors, we will continue to evaluate opportunities to enhance our facilities, thereby producing additional revenue generating opportunities for us and improving the experience for our guests. One major example of these efforts is the infield renovation at Daytona International Speedway (“Daytona”) that was completed for the start of the 2005 racing season. The infield renovation features numerous fan amenities and unique revenue generating opportunities, including garage walk-through areas, additional merchandise and concessions vending areas, waterfront luxury recreational vehicle parking areas, a large tunnel to accommodate team haulers and guest recreational vehicles in and out of the infield and other special amenities such as the infield’s signature structure, the Daytona 500 Club. The fan and guest response to our renovation efforts at Daytona has been overwhelmingly positive and has resulted in incremental direct and, we believe, indirect revenue generation. Another example of our efforts to enhance the fan experience includes the fiscal 2005 renovation of Michigan International Speedway’s (“Michigan”) front stretch, including new ticket gates, new vendor and display areas, and several new concession stands, as well as the addition of club seats and luxury suites. For fiscal 2006, we have additional renovation projects scheduled to occur at California Speedway (“California”) and Talladega Superspeedway (“Talladega”). At California, we are renovating and expanding the facility’s front midway area. The new plaza will feature a full-service outdoor café with cuisine by celebrity chef Wolfgang Puck, in addition to a town center, retail store and concert stage. Other highlights include shade features, modified entry gates, expanded hospitality areas, radio broadcast locations, giant video walls, leisure areas and grass and water accents. This project is a direct result of fan

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feedback, and further demonstrates our commitment to providing a premium entertainment environment for our guests. We are also repaving Talladega’s 2.6 mile oval in time for that facility’s fall NASCAR NEXTEL Cup weekend. Talladega’s racing surface has not been repaved since 1979, and we believe the newly paved racing surface will enhance the thrilling on-track competition.

Daytona International Speedway Lease Extension

On March 29, 2006, Daytona amended its lease agreement with the Daytona Beach Racing and Recreational Facilities District (the “District”). The amended lease extends the relationship between Daytona and the District through November 7, 2054.

The new lease requires an initial annual payment, excluding applicable sales taxes, of $500,000 and includes scheduled rent increases every five years. Accounting principles generally accepted in the United States require the total lease cost over the revised lease term to be recognized on a straight-line basis. As a result, we expect to record approximately $500,000 in lease expense for fiscal 2006, including sales taxes. For fiscal years 2007 through 2054, we anticipate this lease expense, including sales taxes, to approximate $800,000 per year.

Current Litigation

From time to time, we are a party to routine litigation incidental to our business. We do not believe that the resolution of any or all of such litigation will have a material adverse effect on our financial condition or results of operations.

In addition to such routine litigation incident to our business, we are a party to litigation described below.

On July 13, 2005, Kentucky Speedway, LLC filed a civil action in the Eastern District of Kentucky against NASCAR and us alleging that “NASCAR and ISC have acted, and continue to act, individually and in combination and collusion with each other and other companies that control tracks hosting NASCAR NEXTEL Cup Series, to illegally restrict the award of ... NASCAR NEXTEL Cup Series [races].” The complaint seeks damages and an injunction requiring NASCAR to establish a competitive bidding process for NEXTEL Cup events and prohibiting further violations of the antitrust laws. Other than some vaguely conclusory allegations, the complaint fails to specify any conduct by International Speedway Corporation (“ISC”) other than conducting and growing its motorsports entertainment business for the benefit of its shareholders. We believe the allegations to be without merit and intend to defend ourself vigorously. We have retained counsel and are pursuing defenses to the suit while maintaining potential counterclaim remedies available to us to recover the damages caused by the filing of the suit. On September 12, 2005 our counsel filed a motion to dismiss the complaint for improper jurisdiction and venue as well as the lack of any antitrust injury allegations. On January 27, 2006, the court denied our motion to dismiss the complaint and established a February 1, 2007 deadline for the completion of pre-trial discovery. Based upon the current timeline a trial on the merits of the case is scheduled for no earlier than August 2007. While it is premature to quantify either the likelihood or the potential magnitude of an adverse decision, the fees and expenses associated with the defense of this suit are not covered by insurance and could adversely impact our financial condition or results of operations and cash flows, even if we ultimately prevail. Further, the time devoted to this matter by management and the possible impact of litigation on business negotiations occurring prior to resolution of this matter could also adversely impact our financial condition or results of operations and cash flows. Finally, even if the direct effect of the resolution of this case does not result in a material adverse impact on us, it is possible that the resolution of this case could result in industry-wide changes in the way race schedules are determined by sanctioning bodies, which could indirectly have a material adverse impact on us.

Postponement and/or Cancellation of Major Motorsports Events

The postponement or cancellation of one or more major motorsports events could adversely impact our future operating results. A postponement or cancellation could be caused by a number of factors, including,

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but not limited to, inclement weather, a widespread outbreak of a severe epidemiological crisis, a general postponement or cancellation of all major sporting events in this country (as occurred following the September 11, 2001 terrorist attacks), a terrorist attack at any mass gathering or fear of such an attack, conditions resulting from the war in Iraq or other acts or prospects of war.

Seasonality and Quarterly Results

We derive most of our income from a limited number of NASCAR-sanctioned races. As a result, our business has been, and is expected to remain, highly seasonal based on the timing of major racing events. For example, one of our NASCAR NEXTEL Cup races is traditionally held on the Sunday preceding Labor Day. Accordingly, the revenues and expenses for that race and/or the related supporting events may be recognized in either the fiscal quarter ending August 31 or the fiscal quarter ending November 30.

Future schedule changes as determined by NASCAR or other sanctioning bodies, as well as the acquisition of additional, or divestiture of existing, motorsports facilities could impact the timing of our major events in comparison to prior or future periods.

Because of the seasonal concentration of racing events, the results of operations for the three- and six-month periods ended May 31, 2005 and 2006 are not indicative of the results to be expected for the year.

Comparison of the Results for the Three and Six Months Ended May 31, 2006 to the Results for the Three and Six Months Ended May 31, 2005.

The following table sets forth, for each of the indicated periods, certain selected statement of operations data as a percentage of total revenues:

	Three Months Ended						Six Months Ended
	May 31,			May 31,			May 31,			May 31,
	2005			2006			2005			2006
	(Unaudited)						(Unaudited)
Revenues:
Admissions, net		30.8	%		28.6	%		31.0	%		28.6	%
Motorsports related		56.3			59.2			56.1			59.1
Food, beverage and merchandise		11.4			10.6			11.5			10.9
Other		1.5			1.6			1.4			1.4
Total revenues		100.0			100.0			100.0			100.0
Expenses:
Direct expenses:
Prize and point fund monies and NASCAR sanction fees		20.1			20.1			18.7			18.9
Motorsports related		19.9			18.9			17.7			17.3
Food, beverage and merchandise		7.6			6.6			7.3			6.7
General and administrative		14.6			16.1			13.8			14.0
Depreciation and amortization		8.0			8.0			7.3			7.4
Total expenses		70.2			69.7			64.8			64.3
Operating income		29.8			30.3			35.2			35.7
Interest income		0.9			0.6			0.7			0.6
Interest expense		(2.1	)		(1.6	)		(1.9	)		(1.9	)
Equity in net loss from equity investments		(0.9	)		(1.3	)		(0.8	)		(1.3	)
Income from continuing operations before income taxes		27.7			28.0			33.2			33.1
Income taxes		10.8			10.2			13.1			12.6
Income from continuing operations		16.9			17.8			20.1			20.5
Loss from discontinued operations		(0.1	)		—			—			(0.1	)
Net income		16.8	%		17.8	%		20.1	%		20.4	%

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The comparison of the three and six months ended May 31, 2006 to the same respective periods of the prior year is impacted by the following factors:

• An IRL event was held at Phoenix during our second fiscal quarter of 2005. No corresponding event was held in the second quarter of fiscal 2006.

• A Grand American event was held at California in the second fiscal quarter of 2005 while no corresponding event was held in the second quarter of fiscal 2006. A Grand American event was held at Phoenix in the second quarter of fiscal 2006 while no corresponding event was held at Phoenix in the second quarter of fiscal 2005.

• Concerts and certain other activities ancillary to the March 2005 motorcycle events at Daytona were not repeated in the second fiscal quarter of 2006.

• In the second quarter of 2006 Daytona hosted the Great North American RV Rally. No similar event was conducted in fiscal 2005.

Admissions revenue increased approximately $769,000, or 1.6%, and $505,000, or 0.5%, during the three and six months ended May 31, 2006, respectively, as compared to the same respective periods of the prior year. The increase for the three month period is primarily a result of an increase in the weighted average price of tickets sold for a majority of our events as well as increased attendance for events at Darlington, Martinsville Speedway and Homestead-Miami Speedway (“Miami”). These increases are partially offset by the net decrease in admissions related to the previously noted non-comparable events. Admissions for the six month period are impacted by the previously mentioned factors as well as a decrease in attendance related to the first fiscal quarter events at California, which are largely offset by increased attendance and weighted average ticket prices for certain NASCAR events conducted during Speedweeks at Daytona supporting our sold out Daytona 500.

Motorsports related revenue increased approximately $13.2 million, or 14.9%, and $27.3 million, or 14.4%, during the three and six months ended May 31, 2006, respectively, as compared to the same respective periods of the prior year. Approximately two-thirds of the increases are attributable to television broadcast and ancillary rights fees for our NASCAR NEXTEL Cup and Busch series events during the periods. Marketing partnership, suite and hospitality, advertising, track rental, licensing and other service revenues also contributed to the increases. These increases are partially offset by the net decrease in revenue from the previously mentioned non-comparable events.

Food, beverage and merchandise revenue increased approximately $251,000, or 1.4%, and $1.7 million, or 3.0%, during the three and six months ended May 31, 2006, respectively, as compared to the same respective periods of the prior year. The increase during the three month period is primarily related to a net increase in attendance and the rescheduling due to inclement weather of the NASCAR NEXTEL Cup event at Talladega, which resulted in incremental sales. The increase in the six month period is impacted by the previously mentioned factors as well as increased attendance and catering sales during Speedweeks at Daytona, partially offset by decreased gift shop sales and a decrease in attendance for the first fiscal quarter events at California.

Prize and point fund monies and NASCAR sanction fees increased approximately $2.9 million, or 9.3%, and $6.0 million, or 9.5%, during the three and six months ended May 31, 2006, respectively, as compared to the same respective periods of the prior year. Over three-quarters of the increases are attributable to the increased television broadcast rights fees for the NASCAR NEXTEL Cup and Busch series events during the period as standard NASCAR sanctioning agreements require that a specified percentage of television broadcast rights fees be paid to competitors.

Motorsports related expenses increased approximately $1.2 million, or 3.7%, and $3.5 million, or 5.9%, during the three and six months ended May 31, 2006, respectively, as compared to the same respective periods of the prior year. These increases are attributable to event related expenses for comparable events during the periods, certain consumer marketing sales initiatives and a net increase in a variety of other costs partially offset by the net decrease in expenses for the previously noted non-comparable events. Motorsports related expenses as a percentage of combined admissions and motorsports related revenue

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decreased slightly for the three and six months ended May 31, 2006 as compared to the same periods of the prior year, with the increase in television broadcast rights fees largely offset by the previously noted expense increases.

Food, beverage and merchandise expense decreased approximately $603,000, or 5.0%, and $69,000, or 0.3%, during the three and six months ended May 31, 2006, respectively, as compared to the same respective periods of the prior year. These decreases are primarily attributable to margin improvement on certain catering and concession sales and a net decrease in expense related to non-comparable events, partially offset by variable costs associated with higher sales related to an increase in attendance for certain events and the rescheduled event at Talladega. Food, beverage and merchandise expense as a percentage of food, beverage and merchandise revenue decreased to approximately 62.8% and 61.4% for the three and six months ended May 31, 2006, respectively, as compared to 67.0% and 63.4% for the same respective periods in the prior year. The margin improvement is primarily due to improved catering and concession margins.

General and administrative expenses increased approximately $4.6 million, or 20.1%, and $5.0 million, or 10.7%, during the three and six months ended May 31, 2006, respectively, as compared to the same respective periods of the prior year. These increases are primarily related to legal fees, the recovery in the second fiscal quarter of 2005 of a portion of the previously recorded bad debt expense related to our claim against CART for the return of the 2003 sanction fee for the event that was canceled due to wildfires in Southern California at the time and a net increase in certain costs related to the growth of our core business, partially offset by certain state taxes and non-recurring losses in the prior year. General and administrative expenses as a percentage of total revenues increased to approximately 16.1% and 14.0% for the three and six months ended May 31, 2006, respectively, as compared to 14.7% and 13.7% for the same respective periods in the prior year. The increase is primarily due to the previously discussed increases in legal fees, the bad debt recovery in the second quarter of 2005 and net increases in other general and administrative expenses, partially offset by increases in television broadcast rights fees and other revenues.

Depreciation and amortization expense increased approximately $1.2 million, or 9.5%, and $2.8 million, or 11.4%, during the three and six months ended May 31, 2006, respectively, as compared to the same respective periods of the prior year. The increase during the three month period is primarily attributable to the Michigan front stretch reconfiguration, suite and seat additions at Miami and Phoenix and other ongoing capital improvements. The increase during the six month period is impacted by the previously mentioned factors as well as depreciation related to the Daytona infield renovation completed in the first quarter of 2005.

Interest income decreased by approximately $281,000, or 20.5%, and $317,000 or 13.6%, during the three and six months ended May 31, 2006, respectively, as compared to the same respective periods of the prior year. These decreases were primarily due to lower average cash and short-term investment balances partially offset by higher yields in the current period.

Interest expense decreased approximately $473,000, or 14.3%, and increased approximately $540,000, or 8.5%, during the three and six months ended May 31, 2006, respectively, as compared to the same respective periods of the prior year. The decrease in interest expense is primarily due to lower fees related to our Credit Facility and an increase in capitalized interest. This decrease is partially offset for the three month period and more than offset for the six month period by interest expense related to borrowings on our Credit Facility that were fully repaid early in our second fiscal quarter.

Equity in net loss from equity investments represents our pro rata share of the current loss from our 37.5% equity investment in Raceway Associates, LLC (“Raceway Associates”) and our 50.0% equity investment in SMISC. Raceway Associates owns and operates Chicagoland Speedway and Route 66 Raceway. Because of the seasonal concentration of racing events, the results of operations for the three- and six-month periods ended May 31, 2006 and 2005 are not indicative of the results to be expected for the year.

Our effective income tax rate decreased to approximately 36.3% and 38.2% for the three- and six-month periods ended May 31, 2006, respectively, as compared to 39.1% and 39.5% for the same respective periods of the prior year. These decreases are primarily a result of one time benefits relating to discreet items in the second fiscal quarter of fiscal 2006, including the implementation of certain restructuring initiatives and the finalization of certain state tax matters. Deposits made during the third quarter of fiscal

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2005 with the Internal Revenue Service (“Service”) to stop the accrual of interest on contested items in our ongoing federal tax examination also contributed to the decreased rate. We expect our annual effective income tax rate for fiscal 2006 to range from 38.5% to 39.0% as a result.

As a result of the foregoing, our income from continuing operations increased from approximately $26.5 million to approximately $30.7 million, or 15.8%, during the three months ended May 31, 2006, as compared to the same period of the prior year and from approximately $67.7 million to approximately $74.9 million, or 10.6%, during the six months ended May 31, 2006, as compared to the same period of the prior year.

The operations of Nazareth Speedway are presented as discontinued operations, net of tax, for all periods presented in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144.

As a result of the foregoing, net income increased from approximately $26.5 million, or $0.50 per diluted share, to approximately $30.7 million, or $0.58 per diluted share, during the three months ended May 31, 2006, as compared to the same period of the prior year and from approximately $67.6 million, or $1.27 per diluted share, to approximately $74.7 million, or $1.40 per diluted share, during the six months ended May 31, 2006, as compared to the same period of the prior year.

Liquidity and Capital Resources

General

We have historically generated sufficient cash flow from operations to fund our working capital needs and capital expenditures at existing facilities, as well as to pay an annual cash dividend. In addition, we have used the proceeds from offerings of our Class A Common Stock, the net proceeds from the issuance of long-term debt, borrowings under our credit facilities and state and local mechanisms to fund acquisitions and development projects. At May 31, 2006, we had cash, cash equivalents and short-term investments totaling approximately $121.9 million, $300.0 million principal amount of senior notes outstanding and a debt service funding commitment of approximately $69.0 million principal amount related to the taxable special obligation revenue (“TIF”) bonds issued by the Unified Government of Wyandotte County/Kansas City, Kansas (“Unified Government”). We had a working capital deficit of approximately $51.9 million at May 31, 2006, compared to working capital of $14.9 million at November 30, 2005. The reduction in our working capital during the six months ended May 31, 2006, is primarily attributable to our additional investment in SMISC of approximately $124.6 million, for its purchase of Action as well as capital expenditures during this period.

Our liquidity is primarily generated from our ongoing motorsports operations, and we expect our strong operating cash flow to continue in the future. In addition, as of May 31, 2006, we have approximately $300.0 million available to draw upon under our revolving credit facility (“Credit Facility”), if needed. See “Future Liquidity” for additional disclosures relating to our Credit Facility and certain risks that may affect our near term operating results and liquidity.

Cash Flows

Net cash provided by operating activities was approximately $161.1 million for the six months ended May 31, 2006, compared to approximately $129.9 million for the six months ended May 31, 2005. The difference between our net income of approximately $74.7 million and the approximately $161.1 million of operating cash flow was primarily attributable to:

• an increase in deferred income of approximately $78.9 million;

• depreciation and amortization expense of approximately $27.2 million;

• deferred income taxes of approximately $8.9 million;

• an increase in income taxes payable of approximately $5.2 million;

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• losses from equity investments of approximately $4.7 million; and

• an increase in accounts payable and other liabilities of approximately $2.8 million.

These differences were partially offset by an increase in accounts receivable of approximately $30.4 million and an increase in inventories, prepaid expenses and other assets of approximately $12.4 million.

Net cash used in investing activities was approximately $205.1 million for the six months ended May 31, 2006, compared to approximately $189.0 million for the six months ended May 31, 2005. Our use of cash for investing activities reflects approximately $124.6 million for our equity investment in SMISC in connection with its acquisition of Action, purchases of short-term investments of approximately $77.7 million and approximately $54.3 million in capital expenditures. This use of cash is partially offset by approximately $50.6 million in proceeds from the sale of short-term investments.

Net cash used in financing activities was approximately $130,000 for the six months ended May 31, 2006, compared to approximately $7.2 million for the six months ended May 31, 2005. Cash used in financing activities reflects the reacquisition of previously issued common stock of approximately $460,000. This use of cash is partially offset by approximately $185,000 in excess tax benefits relating to stock-based compensation and approximately $145,000 received from exercise of Class A common stock options. We also borrowed and repaid approximately $80.0 million under our Credit Facility during this period.

Capital Expenditures

Capital expenditures totaled approximately $54.3 million for the six months ended May 31, 2006, compared to approximately $166.2 million for the six months ended May 31, 2005. The capital expenditures during the six months ended May 31, 2006, consisted primarily of seat, suite and club additions at Phoenix, seat additions at Darlington and capital expenditures related to the potential major speedway development in the New York City Borough of Staten Island (see “Future Liquidity”). The remaining capital expenditures were related to a variety of other improvements and renovations to our facilities.

At May 31, 2006, we have approximately $118.8 million in capital projects currently approved for our existing facilities. These projects include the acquisition of land and land improvements at various facilities for expansion of parking, camping capacity and other uses, the repaving of Talladega’s racing surface, the renovation and expansion of California’s front midway area, and a variety of other improvements and renovations to our facilities that enable us to effectively compete with other sports venues for consumer and corporate spending.

As a result of these currently approved projects and estimated additional approvals in fiscal 2006, we expect our total fiscal 2006 capital expenditures at our existing facilities will be approximately $80.0 million to $90.0 million, depending on the timing of certain projects.

We review the capital expenditure program periodically and modify it as required to meet current business needs.

Future Liquidity

On April 23, 2004, we completed an offering of $300.0 million principal amount of unsecured senior notes in a private placement. On September 27, 2004, we completed an offer to exchange the senior notes for registered senior notes with substantially identical terms (“2004 Senior Notes”). At May 31, 2006, outstanding 2004 Senior Notes totaled approximately $301.0 million, net of unamortized discounts and premium, which is comprised of $150.0 million principal amount unsecured senior notes, which bear interest at 4.2% and are due April 2009, and $150.0 million principal amount unsecured senior notes, which bear interest at 5.4% and are due April 2014. The 2004 Senior Notes require semi-annual interest payments on April 15 and October 15 through their maturity. The 2004 Senior Notes may be redeemed in whole or in part, at our option, at any time or from time to time at redemption prices as defined in the indenture. Our subsidiaries are guarantors of the 2004 Senior Notes.

In January 1999, the Unified Government issued approximately $71.3 million in TIF bonds in connection

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with the financing of construction of Kansas Speedway. At May 31, 2006, outstanding TIF bonds totaled approximately $67.9 million, net of the unamortized discount, which is comprised of a $19.3 million principal amount, 6.15% term bond due December 1, 2017 and a $49.7 million principal amount, 6.75% term bond due December 1, 2027. The TIF bonds are repaid by the Unified Government with payments made in lieu of property taxes (“Funding Commitment”) by our wholly-owned subsidiary, Kansas Speedway Corporation. Principal (mandatory redemption) payments per the Funding Commitment are payable by Kansas Speedway Corporation on October 1 of each year. The semi-annual interest component of the Funding Commitment is payable on April 1 and October 1 of each year. Kansas Speedway Corporation granted a mortgage and security interest in the Kansas project for its Funding Commitment obligation.

In October 2002, the Unified Government issued subordinate sales tax special obligation revenue bonds (“2002 STAR Bonds”) totaling approximately $6.3 million to reimburse us for certain construction already completed on the second phase of the Kansas Speedway project and to fund certain additional construction. The 2002 STAR Bonds, which require annual debt service payments and are due December 1, 2022, will be retired with state and local taxes generated within the Kansas Speedway’s boundaries and are not our obligation. Kansas Speedway Corporation has agreed to guarantee the payment of principal, any required premium and interest on the 2002 STAR Bonds. At May 31, 2006, the Unified Government had approximately $4.3 million in 2002 STAR Bonds outstanding. Under a keepwell agreement, we have agreed to provide financial assistance to Kansas Speedway Corporation, if necessary, to support its guarantee of the 2002 STAR Bonds.

Our $300.0 million Credit Facility was scheduled to mature in September 2008, and accrued interest at LIBOR plus 62.5 - - 150 basis points, based on our highest debt rating as determined by specified rating agencies. At May 31, 2006, we did not have any borrowings outstanding under the Credit Facility. On June 16, 2006, we entered into a $300.0 million revolving credit facility (“2006 Credit Facility”). The 2006 Credit Facility contains a feature that allows us to increase the credit facility to a total of $500.0 million, subject to certain conditions. Upon execution of the 2006 Credit Facility, we terminated our then existing $300.0 million Credit Facility. The 2006 Credit Facility is scheduled to mature in June 2011, and accrues interest at LIBOR plus 30.0 — 80.0 basis points, based on our highest debt rating as determined by specified rating agencies.

We are a member of Motorsports Alliance, LLC (“Motorsports Alliance”) (owned 50% by us and 50% by Indianapolis Motor Speedway LLC), which owns 75% of Raceway Associates. Raceway Associates owns and operates Chicagoland Speedway and Route 66 Raceway. Raceway Associates has a term loan arrangement, which requires quarterly principal and interest payments and matures November 15, 2012, and a $15 million secured revolving credit facility, which matures in September 2008. At May 31, 2006, Raceway Associates had approximately $30.8 million outstanding under its term loan and no borrowings outstanding under its existing credit facility. Under a keepwell agreement, the members of Motorsports Alliance have agreed to provide financial assistance to Raceway Associates, if necessary, on a pro rata basis to support performance under its term loan and credit facility.

We have guaranteed minimum royalty payments under certain agreements through December 2015, with a remaining maximum exposure at May 31, 2006, of approximately $12.5 million.

During fiscal 1999, we announced our intention to search for a site for a major motorsports entertainment facility in the New York metropolitan area. Our efforts included the evaluation of many different locations. Ultimately we identified a combination of land parcels in the New York City borough of Staten Island aggregating approximately 677 acres that could potentially be utilized for the development of a major motorsports entertainment and retail development project. In the aggregate these parcels represent the largest block of undeveloped land in the five boroughs of New York City. Our majority-owned subsidiary, 380 Development, LLC (“380 Development”), purchased the total 677 acres for approximately $110.4 million. The minority member of 380 Development is a subsidiary of The Related Companies (“Related”), a real estate development specialist whose developments include the Time Warner Center in Manhattan and the Gateway Center in Brooklyn. There are operating and development agreements between us and Related which will govern the development and operation of the planned project and impose mutual and reciprocal obligations on the parties with respect to the project. In addition, Related’s approximately 12.4% membership interest in 380 Development is pledged to secure a note to us for Related’s proportionate share of the agreed project development expenses until such time as the status of project

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approval is ultimately determined. The proposed project is expected to consist of a three-quarter-mile, high-banked motorsports facility with approximately 80,000 grandstand seats and 64 luxury suites, complemented by a 50-acre retail center featuring nationally known stores offering year-round shopping opportunities. Upon successful completion of the permitting process, the site will be divided with ISC retaining 100% ownership of the land for the motorsports entertainment facility and Related retaining 100% ownership of the land for the retail center. We currently expect the speedway portion of the development will cost between $550 and $600 million, including the aforementioned land purchases, and could open at the earliest in 2010. While we believe a facility in New York provides significant long-term strategic value for us, these property acquisitions were only small steps in a long and complex process. In addition to building grassroots support for the project and working closely with the appropriate governmental agencies responsible for approval and permitting, we continue to conduct a detailed feasibility study to further analyze construction costs, determine the level of available public incentives, and review environmental impacts including traffic, noise, air quality and remediation required, if any. Whether we ultimately construct a speedway or pursue alternative options for the development of this prime New York real estate will largely depend on the results of this study.

In light of NASCAR’s publicly announced position regarding additional potential realignment of the NASCAR NEXTEL Cup Series schedule, we also believe there are potential development opportunities in other new, underserved markets across the country. As such, we have been and are exploring opportunities for public/private partnerships targeted to develop one or more motorsports facilities in new markets, including the Northwest US. In June 2005, we announced we had identified a preferred site for the development of a motorsports facility in Kitsap County, Washington, approximately 20 miles outside of Seattle, Washington, the country’s 13th largest media market. We have secured an option to purchase approximately 950 acres for the potential future home of an 81,500-seat, state-of-the-art venue, which could open in 2011. We are conducting ongoing project due diligence to review environmental impacts including traffic, noise, air quality, and others, if any. In November 2005, we announced a public-private partnership financing proposal for a $345 million motorsports and multi-use recreational facility where we, through our wholly-owned subsidiary Great Western Sports Inc., would pay approximately $166 million, or nearly half of the project cost. Kitsap, Pierce and Mason Counties would form a tri-county Public Speedway Authority (“PSA”) to issue bonds that would help finance construction of the speedway. These bonds would be repaid through a sales tax credit issued by the state to the PSA, and from a local tax on the facility. State legislation is required to create the PSA and authorize the issuance of general obligation bonds to help finance the project. The PSA would also have to be approved by each of the counties. We are currently evaluating all options available to us, including introducing the necessary legislation in the full 2007 session of the Washington Legislature, and will decide on the best course of action for the project later this year. While we remain optimistic about our ability to construct a motorsports and multi-use recreational facility in this region of the country, it is too early to tell if the necessary public participation will materialize or if it will be sufficient to allow for the development of such a facility.

The Service is currently performing a periodic examination of our federal income tax returns for the years ended November 30, 1999 through 2004 and has challenged the tax depreciation treatment of a significant portion of our motorsports entertainment facility assets. In fiscal 2005, we received reports from the Service requesting downward adjustments to our tax depreciation expense for the fiscal years ended November 30, 1999 through 2002, which could potentially result in the reclassification of approximately $63.6 million of income taxes from deferred to current. Including related interest, the combined after-tax cash flow impact of these requested adjustments is approximately $79.4 million. In order to prevent incurring additional interest, we deposited approximately $79.4 million for the fiscal years ended November 30, 1999 through 2002, with the Service in June 2005. Additional adjustments to our tax depreciation expense are expected to be requested later by the Service for fiscal years ended November 30, 2003 and 2004. Accordingly, to further prevent incurring interest we deposited an additional approximately $17.5 million with the Service in late June 2005 related to the anticipated federal tax adjustments for fiscal year 2003. Including related interest, we estimate the combined after-tax cash flow impact of these additional federal tax adjustments for fiscal 2004 and 2005, and related state tax revisions for all periods, to range between $50.0 million and $60.0 million at May 31, 2006. Our deposits are not a payment of tax, and we will receive accrued interest on any of these funds ultimately returned to us. At May 31, 2006, the approximately $96.9 million of previously discussed deposits with the Service are classified as long-term assets in our consolidated financial statements. We believe that our application of the federal income tax regulations in question, which have been applied consistently since being adopted in 1986 and have been subjected to previous IRS audits, is appropriate, and we intend to vigorously defend the merits of our position. Once commenced by the Service, the administrative appeals process is expected to take six to 15

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months to complete. If our appeal is not resolved satisfactorily, we will evaluate all of our options, including litigation. It is important to note the Federal American Jobs Creation Act of 2004 legislation, which was effective on October 23, 2004, provides owners of motorsports entertainment facility assets a seven-year recovery period for tax depreciation purposes. The motorsports provision applies prospectively from the date of enactment through January 1, 2008. We and others in the industry are pursuing a permanent seven-year prospective tax depreciation provision. In accordance with SFAS No. 109 “Accounting for Income Taxes,” we have accrued a deferred tax liability based on the differences between our financial reporting and tax bases of such assets in our consolidated balance sheet as of May 31, 2006. While an adverse resolution of these matters could result in a material negative impact on cash flow, including payment of taxes from amounts currently on deposit with the Service, we believe that we have provided adequate reserves related to these matters including interest charges through May 31, 2006 totaling approximately $11.8 million, and, as a result, do not expect that such an outcome would have a material adverse effect on results of operations.

In May 2005, we announced we are pursuing a joint venture for the development of a commercial mixed-use entertainment shopping center project on approximately 50 acres we currently own. Located directly across U.S. Highway 92 from our Daytona facility, the acreage currently includes several office buildings that house our corporate headquarters and certain related operations of ours and NASCAR, as well as a limited number of other tenants. The total project, which will be developed by us and the joint venture, is estimated to be constructed at a cost in excess of $75 million and would be comprised of retail, entertainment, office and residential components designed to complement surrounding commercial developments. In May 2006, we terminated our relationship with Casto Lifestyle Properties, LP and are currently evaluating potential developers for the joint venture. We are also completing our detailed feasibility study in which a number of key issues will be addressed. Provided we are able to enter into an agreement with a suitable developer and the results of the feasibility study are favorable and appropriate leasing considerations are attained, we expect to move forward with the project within the next three to six months. If we proceed with the project it is expected that certain of our existing corporate headquarter offices and other buildings, which are not currently fully depreciated, will be razed during the next 9 to 24 months resulting in a yet to be determined, non-cash charge to earnings.

Our cash flow from operations consists primarily of ticket, hospitality, merchandise, catering and concession sales and contracted revenues arising from television broadcast rights and marketing partnerships. We believe that cash flows from operations, along with existing cash, cash equivalents, short-term investments and available borrowings under our 2006 Credit Facility, will be sufficient to fund:

• operations and approved capital projects at existing facilities for the foreseeable future;

• payments required in connection with the funding of the Unified Government’s debt service requirements related to the TIF bonds;

• payments related to our existing debt service commitments;

• any potential payments associated with our keepwell agreements;

• any payment of tax that may ultimately occur as a result of the examination by the Service; and

• the fees and expenses incurred in connection with the current legal proceeding discussed in Part II “Legal Proceedings.”

We intend to pursue further development and/or acquisition opportunities (including the possible development of new motorsports facilities, such as the New York metropolitan area, the Northwest US and other areas), the timing, size and success, as well as associated potential capital commitments, of which are unknown at this time. Accordingly, a material acceleration of our growth strategy could require us to obtain additional capital through debt and/or equity financings. Although there can be no assurance, we believe that adequate debt and equity financing will be available on satisfactory terms.

While we expect our strong operating cash flow to continue in the future, our financial results depend significantly on a number of factors relating to consumer and corporate spending, including economic conditions affecting marketing dollars available from the motorsports industry’s principal sponsors. Consumer and corporate spending could be adversely affected by economic, security and other lifestyle

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conditions resulting in lower than expected future operating cash flows. General economic conditions were significantly and negatively impacted by the September 11, 2001 terrorist attacks and the war in Iraq and could be similarly affected by any future attacks or fear of such attacks, or by conditions resulting from other acts or prospects of war. Any future attacks or wars or related threats could also increase our expenses related to insurance, security or other related matters. Also, our financial results could be adversely impacted by a widespread outbreak of a severe epidemiological crisis. The items discussed above could have a singular or compounded material adverse affect on our financial success and future cash flow.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

During the six months ended May 31, 2006, there have been no material changes in our market risk exposures.

ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES

Subsequent to May 31, 2006, and prior to the filing of this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, subject to limitations as noted below, were effective at May 31, 2006, and during the period prior to the filing of this report.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure control procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are a party to routine litigation incidental to our business. We do not believe that the resolution of any or all of such litigation will have a material adverse effect on our financial condition or results of operations.

In addition to such routine litigation incident to our business, we are a party to another legal proceeding described below.

Current Litigation

On July 13, 2005, Kentucky Speedway, LLC filed a civil action in the Eastern District of Kentucky against NASCAR and us alleging that “NASCAR and ISC have acted, and continue to act, individually and in combination and collusion with each other and other companies that control tracks hosting NASCAR NEXTEL Cup Series, to illegally restrict the award of ... NASCAR NEXTEL Cup Series [races].” The complaint seeks damages and an injunction requiring NASCAR to establish a competitive bidding process for NEXTEL Cup events and prohibiting further violations of the antitrust laws. Other than some vaguely conclusory allegations, the complaint fails to specify any conduct by International Speedway Corporation (“ISC”) other than conducting and growing its motorsports entertainment business for the benefit of its shareholders. We believe the allegations to be without merit and intend to defend ourself vigorously. We have retained counsel and are pursuing defenses to the suit while maintaining potential counterclaim remedies available to us to recover the damages caused by the filing of the suit. On September 12, 2005 our counsel filed a motion to dismiss the complaint for improper jurisdiction and venue as well as the lack of any antitrust injury allegations. On January 27, 2006, the court denied our motion to dismiss the complaint and established a February 1, 2007 deadline for the completion of pre-trial discovery. Based upon the

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current timeline a trial on the merits of the case is scheduled for no earlier than August 2007. While it is premature to quantify either the likelihood or the potential magnitude of an adverse decision, the fees and expenses associated with the defense of this suit are not covered by insurance and could adversely impact our financial condition or results of operations and cash flows, even if we ultimately prevail. Further, the time devoted to this matter by management and the possible impact of litigation on business negotiations occurring prior to resolution of this matter could also adversely impact our financial condition or results of operations and cash flows. Finally, even if the direct effect of the resolution of this case does not result in a material adverse impact on us, it is possible that the resolution of this case could result in industry-wide changes in the way race schedules are determined by sanctioning bodies, which could indirectly have a material adverse impact on us.

ITEM 1A. RISK FACTORS

This report and the documents incorporated by reference may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify a forward-looking statement by our use of the words “anticipate,” “estimate,” “expect,” “may,” “believe,” “objective,” “projection,” “forecast,” “goal,” and similar expressions. These forward-looking statements include our statements regarding the timing of future events, our anticipated future operations and our anticipated future financial position and cash requirements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. We previously disclosed in response to Item 1A to Part I of our report on Form 10-K for the fiscal year ended November 30, 2005 the important factors that could cause our actual results to differ from our expectations. There have been no material changes to those risk factors.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors previously disclosed and other factors set forth in or incorporated by reference in this report.

Many of these factors are beyond our ability to control or predict. We caution you not to put undue reliance on forward-looking statements or to project any future results based on such statements or on present or prior earnings levels. Additional information concerning these, or other factors, which could cause the actual results to differ materially from those in the forward-looking statements is contained from time to time in our other SEC filings. Copies of those filings are available from us and/or the SEC.

ITEM 6. EXHIBITS

(a) Exhibits

Exhibit
Number		Description of Exhibit
	3.1	Articles of Amendment of the Restated and Amended Articles of Incorporation of the Company, as filed with the Florida Department of State on July 26, 1999 (incorporated by reference from exhibit 3.1 of the Company’s Report on Form 8-K dated July 26, 1999)
	3.2	Conformed copy of Amended and Restated Articles of Incorporation of the Company, as amended as of July 26, 1999 (incorporated by reference from exhibit 3.2 of the Company’s Report on Form 8-K dated July 26, 1999)
	3.3	Conformed copy of Amended and Restated By-Laws of the Company, as amended as of April 9, 2003. (incorporated by reference from exhibit 3.3 of the Company’s Report on Form 10-Q dated April 10, 2003)
	10.1	Conformed copy of $300,000,000 Credit Agreement dated as of June 16, 2006 among the Company, certain Domestic Subsidiaries of the Company from time to time party thereto, the Lenders parties thereto and Wachovia Bank, National Association, as Administrative Agent — filed herewith

40

Exhibit
Number		Description of Exhibit
	31.1	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer — filed herewith
	31.2	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer — filed herewith
	31.3	Rule 13a-14(a) / 15d-14(a) Certification of Chief Accounting Officer — filed herewith
	32	Section 1350 Certification — filed herewith

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 thereunto duly authorized.

		INTERNATIONAL SPEEDWAY CORPORATION
		(Registrant)
Date:	7/7/2006	/s/ Susan G. Schandel
		Susan G. Schandel, Senior Vice President
		& Chief Financial Officer

41

EX-10

Exhibit 10.1

$300,000,000

CREDIT AGREEMENT

among

INTERNATIONAL SPEEDWAY CORPORATION,
as Borrower,

CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER,
as Guarantors,

THE LENDERS PARTIES HERETO,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

CITIGROUP GLOBAL MARKETS INC.,
and
SUNTRUST BANK,
as Syndication Agents

and

JPMORGAN CHASE BANK, N.A.
and
BANK OF AMERICA, N.A.,
as Co-Documentation Agents

Dated as of June 16, 2006

CITIGROUP GLOBAL MARKETS INC.,
and
SUNTRUST BANK,
as Joint Lead Arrangers

and

CITIGROUP GLOBAL MARKETS INC.,
SUNTRUST BANK
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Joint Bookrunners

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS				1
	Section 1.1	Defined Terms		1
	Section 1.2	Other Definitional Provisions		21
	Section 1.3	Accounting Terms		21
ARTICLE II THE LOANS; AMOUNT AND TERMS				22
	Section 2.1	Revolving Loans		22
	Section 2.2	Swingline Loan Subfacility		26
	Section 2.3	Letter of Credit Subfacility		28
	Section 2.4	Fees		31
	Section 2.5	Commitment Reductions		32
	Section 2.6	Prepayments		33
	Section 2.7	Minimum Principal Amount of Tranches		33
	Section 2.8	Default Rate and Payment Dates		34
	Section 2.9	Conversion Options		34
	Section 2.10	Computation of Interest and Fees; Interest Rate Limitation		34
	Section 2.11	Pro Rata Treatment and Payments		35
	Section 2.12	NonReceipt of Funds by the Administrative Agent		36
	Section 2.13	Inability to Determine Interest Rate		37
	Section 2.14	Illegality		37
	Section 2.15	Requirements of Law		38
	Section 2.16	Indemnity		39
	Section 2.17	Taxes		40
	Section 2.18	Indemnification; Nature of Issuing Lender’s Duties		42
	Section 2.19	Replacement of Lenders Invoking Yield Protection		43
ARTICLE III REPRESENTATIONS AND WARRANTIES				44
	Section 3.1	Financial Condition		44
	Section 3.2	No Change		44
	Section 3.3	Corporate Existence; Compliance with Law		44
	Section 3.4	Corporate Power; Authorization; Enforceable Obligations		45
	Section 3.5	No Legal Bar; No Default		45
	Section 3.6	No Material Litigation		45
	Section 3.7	Investment Company Act		46
	Section 3.8	Margin Regulations		46
	Section 3.9	ERISA		46
	Section 3.10	Purpose of Loans		46
	Section 3.11	Subsidiaries		47
	Section 3.12	Ownership		47
	Section 3.13	Indebtedness		47
	Section 3.14	Taxes		47
	Section 3.15	Accuracy and Completeness of Information		47
	Section 3.16	Possession of Franchises and Licenses		48
	Section 3.17	Claims and Offsets		48
	Section 3.18	Senior Debt Status		48

i

			Page
	Section 3.19	AntiTerrorism Laws		48
ARTICLE IV CONDITIONS PRECEDENT				49
	Section 4.1	Conditions to Closing Date and Initial Revolving Loans		49
	Section 4.2	Conditions to All Extensions of Credit		51
ARTICLE V AFFIRMATIVE COVENANTS				52
	Section 5.1	Financial Statements		52
	Section 5.2	Certificates; Other Information		53
	Section 5.3	Payment of Obligations		54
	Section 5.4	Conduct of Business and Maintenance of Existence		54
	Section 5.5	Maintenance of Property; Insurance		54
	Section 5.6	Inspection of Property; Books and Records; Discussions		54
	Section 5.7	Notices		55
	Section 5.8	Financial Covenants		56
	Section 5.9	Additional Subsidiary Guarantors		56
	Section 5.10	Compliance with Law		56
	Section 5.11	PostClosing Requirement		56
ARTICLE VI NEGATIVE COVENANTS				57
	Section 6.1	Subsidiary Indebtedness		57
	Section 6.2	Liens		58
	Section 6.3	Nature of Business		58
	Section 6.4	Consolidation, Merger, Sale or Purchase of Assets, etc.		58
	Section 6.5	Advances, Investments and Loans		59
	Section 6.6	Issuance of Subsidiary Equity Securities		59
	Section 6.7	Transactions with Affiliates; Modification of Documentation		59
	Section 6.8	Fiscal Year; Accounting Method; Organizational Documents		60
	Section 6.9	Limitation on Restricted Actions		60
	Section 6.10	Extraordinary Dividends and Other Payments		60
	Section 6.11	Major Motorsports Events		60
ARTICLE VII EVENTS OF DEFAULT				61
	Section 7.1	Events of Default		61
	Section 7.2	Acceleration; Remedies		63
ARTICLE VIII THE AGENT				64
	Section 8.1	Appointment		64
	Section 8.2	Delegation of Duties		64
	Section 8.3	Exculpatory Provisions		64
	Section 8.4	Reliance by Administrative Agent		65
	Section 8.5	Notice of Default		65
	Section 8.6	NonReliance on Administrative Agent and Other Lenders		66
	Section 8.7	Indemnification		66
	Section 8.8	Administrative Agent in Its Individual Capacity		67
	Section 8.9	Successor Administrative Agent		67
	Section 8.10	Nature of Duties		67
ARTICLE IX MISCELLANEOUS				67
	Section 9.1	Amendments and Waivers		67

ii

			Page
	Section 9.2	Notices		69
	Section 9.3	No Waiver; Cumulative Remedies		69
	Section 9.4	Survival of Representations and Warranties		70
	Section 9.5	Payment of Expenses and Taxes		70
	Section 9.6	Successors and Assigns; Participations; Purchasing Lenders		70
	Section 9.7	Adjustments; Set off		73
	Section 9.8	Table of Contents and Section Headings		74
	Section 9.9	Counterparts		74
	Section 9.10	Effectiveness		75
	Section 9.11	Severability		75
	Section 9.12	Integration		75
	Section 9.13	Governing Law		75
	Section 9.14	Consent to Jurisdiction and Service of Process		75
	Section 9.15	Confidentiality		76
	Section 9.16	Acknowledgments		77
	Section 9.17	Waivers of Jury Trial; Waiver of Consequential Damages		77
	Section 9.18	Replacement of Lenders After Merger		77
	Section 9.19	Patriot Act Notice		78
ARTICLE X GUARANTY				78
	Section 10.1	The Guaranty		78
	Section 10.2	Bankruptcy		79
	Section 10.3	Nature of Liability		79
	Section 10.4	Independent Obligation		80
	Section 10.5	Authorization		80
	Section 10.6	Reliance		80
	Section 10.7	Waiver		80
	Section 10.8	Limitation on Enforcement		81
	Section 10.9	Confirmation of Payment		82

iii

Schedules

Schedule 1.1(a)	Notice of Account Designation
Schedule 2.1(a)	Schedule of Lenders and Commitments
Schedule 2.1(b)(i)	Form of Notice of Borrowing
Schedule 2.1(e)	Form of Revolving Note
Schedule 2.2(d)	Form of Swingline Note
Schedule 2.9	Form of Notice of Conversion/Extension
Schedule 2.17	Tax Exempt Certificate
Schedule 3.6	Litigation
Schedule 3.9	ERISA
Schedule 3.11	Subsidiaries
Schedule 3.14	Taxes
Schedule 5.2(b)	Form of Officer’s Compliance Certificate
Schedule 5.9	Form of Joinder Agreement
Schedule 6.1	Existing Subsidiary Indebtedness
Schedule 6.2	Permitted Liens
Schedule 6.4(b)	Sale Leaseback Transactions
Schedule 6.5	Investments
Schedule 6.9	Permitted Limitations on Restricted Actions
Schedule 9.2	Schedule of Lenders’ Lending Offices
Schedule 9.6(c)	Form of Commitment Transfer Supplement

iv

     THIS CREDIT AGREEMENT, dated as of June 16, 2006 (the “Credit Agreement”), among INTERNATIONAL SPEEDWAY CORPORATION, a Florida corporation (the “Borrower”), certain Domestic Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively, the “Guarantors;” and individually, a “Guarantor”), the several banks and other financial institutions as may from time to time become parties to this Credit Agreement (collectively, the “Lenders”; and individually, a “Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”) and CITIGROUP GLOBAL MARKETS INC. and SUNTRUST BANK, as syndication agents for the Lenders hereunder (in such capacity, the “Syndication Agents”).

W I T N E S S E T H:

     WHEREAS, the Borrower has requested that the Lenders make loans and other financial accommodations to the Borrower in the amount of up to $300,000,000, as more particularly described herein; and

     WHEREAS, the Lenders have agreed to make such loans and other financial accommodations to the Borrower on the terms and conditions contained herein.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms.

     As used in this Credit Agreement, terms defined in the first paragraph of this Credit Agreement have the meanings therein indicated, and the following terms have the following meanings:

     “Account Designation Letter” shall mean the Account Designation Letter dated the Closing Date from the Borrower to the Administrative Agent in substantially the form attached hereto as Schedule 1.1(a).

     “Acquisition”, by any Person, shall mean the acquisition by such Person of a majority of the Capital Stock or all or substantially all of the Property of another Person, whether or not involving a merger or consolidation with such Person.

     “Administrative Agent” shall have the meaning set forth in the first paragraph of this Credit Agreement and any successors in such capacity.

     “Affiliate” shall mean 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.

     “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: “Prime Rate” shall mean, at any time, the rate of interest per annum publicly announced from time to time by Wachovia at its principal office in Charlotte, North Carolina as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Wachovia as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks. “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error) that it is unable to ascertain the Federal Funds Effective Rate, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms above, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the opening of business on the date of such change.

     “Alternate Base Rate Loans” shall mean Loans that bear interest at an interest rate based on the Alternate Base Rate.

     “Applicable Margin” shall mean, for any day, the rate per annum set forth below opposite the applicable Level then in effect based on the Borrower’s then current Debt Rating, it being understood that the Applicable Margin for (i) Loans which are LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Rate Margin,” (ii) the Commitment Fee shall be the percentage set forth under the column “Commitment Fee” and (iii) the Utilization Fee shall be the percentage set forth under the column “Utilization Fee”:

2

	Debt	LIBOR Rate	Commitment
Level	Rating	Margin	Fee	Utilization Fee
I	BBB+ and/or Baa1 or higher	0.300%	0.070%	0.050%
II	BBB and/or Baa2	0.400%	0.090%	0.050%
III	BBB- and/or Baa3	0.600%	0.125%	0.075%
IV	BB+ and/or Ba1 or lower	0.800%	0.175%	0.075%

     Any change in the Applicable Margin due to a change in the Debt Rating shall be effective on the effective date of such change in the Debt Rating (each such date an “Interest Determination Date”). The Applicable Margin shall be effective from each Interest Determination Date until the next such Interest Determination Date. The initial Applicable Margin shall be set at Level II until the end of the first full fiscal quarter following the Closing Date.

     If (a) only one of S&P and Moody’s at any time of determination shall have in effect a Debt Rating, the Applicable Margin shall be determined by reference to the available Debt Rating, (b) neither S&P nor Moody’s (or their successors) at any time of determination shall have in effect a Debt Rating, the Applicable Margin will be set in accordance with a leverage based pricing grid to be determined at such time by the Borrower and the Lenders in good faith, (c) there is a one level difference between the Debt Ratings established by S&P and Moody’s, then the level corresponding to the higher Debt Rating shall be used, (d) there is a greater than one level difference between the Debt Ratings established by S&P and Moody’s, then the level immediately above the lower Debt Rating shall be used, and (e) any rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change.

     “Arrangers” shall mean Citigroup Global Markets Inc. and SunTrust Bank, as joint lead arrangers.

     “Asset Disposition” shall mean the disposition of any or all of the assets (including, without limitation, the Capital Stock of a Subsidiary or any ownership interest in a joint venture) of the Borrower or any Subsidiary whether by sale, lease, transfer or otherwise.

     “Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

     “Bookrunners” shall mean Citigroup Global Markets Inc., SunTrust Bank and Wachovia, as joint bookrunners.

     “Borrower” shall have the meaning set forth in the first paragraph of this Credit Agreement.

     “Borrowing Date” shall mean, in respect of any Loan, the date such Loan is made.

3

     “Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law to close; provided, however, that when used in connection with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks in London, England are not open for dealings in Dollar deposits in the London interbank market.

     “Capital Lease” shall mean any lease of property, real or personal, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP.

     “Capital Stock” shall mean (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

     “Cash Equivalents” shall mean (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition (“Government Obligations”), (b) U.S. dollar denominated (or foreign currency fully hedged) time deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates of deposit of (y) any domestic commercial bank of recognized standing having capital and surplus in excess of $250,000,000 or (z) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 364 days from the date of acquisition, (c) U.S. dollar denominated deposits in and cash management functions with non-Approved Banks domiciled in the United States of America provided that the aggregate amount of such deposits with any single non-Approved Bank shall not exceed $15,000,000 for more than fourteen (14) consecutive calendar days, (d) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within twelve months of the date of acquisition, (e) repurchase agreements with a bank or trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America and (f) tax-exempt and taxable municipal securities, including auction rate securities, rated at least AA by S&P or Aa by Moody’s maturing within twelve months of acquisition.

     “Chicago Agreement” shall mean the existing keepwell agreement executed by the Borrower for the benefit of Motorsports Alliance LLC and/or Raceway Associates, LLC.

     “Closing Date” shall mean the date of this Credit Agreement.

4

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

     “Commitment” shall mean the Revolving Commitment, the LOC Commitment and the Swingline Commitment, individually or collectively, as appropriate.

     “Commitment Fee” shall have the meaning set forth in Section 2.4(a).

     “Commitment Percentage” shall mean, for each Lender, the percentage identified as its Commitment Percentage on Schedule 2.1(a) or in the Commitment Transfer Supplement pursuant to which such Lender became a Lender hereunder, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c).

     “Commitment Period” shall mean the period from and including the Closing Date to but not including the Revolving Commitment Termination Date.

     “Commitment Transfer Supplement” shall mean a Commitment Transfer Supplement, substantially in the form of Schedule 9.6(c).

     “Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section 414 of the Code.

     “Consistent Basis” shall mean the application of GAAP on a basis consistent with the most recent audited consolidated financial statements of the Borrower delivered to the Lenders in accordance with the terms hereof, except for any inconsistency explicitly disclosed in any financial statements delivered pursuant to Section 5.1(a) and 5.1(b).

     “Consolidated EBITDA” shall mean, 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, (iii) depreciation and amortization expense (including, without limitation, the amortization of finance charges) 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 Borrower 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.

5

     “Consolidated Funded Indebtedness” shall mean indebtedness constituting money borrowed by the Borrower or any of its Subsidiaries that shall have been or should be, in accordance with GAAP, recorded or classified as a liability, on a consolidated basis. For purposes of this definition, indebtedness shall specifically include endorsements, Guaranty Obligations, unfunded vested benefits and capital or financing lease obligations, and shall specifically exclude trade accounts payable, 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 accrued in the ordinary course of business.

     “Consolidated Interest Expense” shall mean, for any period, all interest expense of the Borrower and its Subsidiaries including the interest component under Capital Leases, as determined in accordance with GAAP. Except as expressly provided otherwise, the applicable period shall be for the four consecutive quarters ending as of the date of the most recent annual or quarterly financial statements provided to the Lenders pursuant to Section 5.1(a) or 5.1(b).

     “Consolidated Interest Income” shall mean, for any period, all interest income of the Borrower and its Subsidiaries, as determined in accordance with GAAP. Except as expressly provided otherwise, the applicable period shall be for the four consecutive quarters ending as of the date of the most recent annual or quarterly financial statements provided to the Lenders pursuant to Section 5.1(a) or 5.1(b).

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

     “Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.

     “Credit Agreement” shall mean this Credit Agreement, as amended, modified or supplemented from time to time in accordance with its terms.

     “Credit Documents” shall mean this Credit Agreement, each of the Notes, any Joinder Agreement, the Letters of Credit and the LOC Documents.

     “Credit Party” shall mean any of the Borrower and the Guarantors.

     “Credit Party Obligations” shall mean, without duplication, (a) all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code) and (b) all liabilities and

6

obligations, whenever arising, owing from the Credit Parties to any Hedging Agreement Provider arising under any Guaranteed Hedging Agreement.

     “Debt Rating” shall mean (a) the debt rating for the Borrower’s senior, unsecured, non-credit enhanced long term indebtedness for money borrowed as determined by Moody’s or S&P, or (b) if at any time there is no debt rating contemplated by clause (a) in effect because the Borrower has no senior, unsecured, non-credit enhanced long term indebtedness outstanding, the debt issuer rating for the Borrower as determined by Moody’s or S&P.

     “Declining Lender” shall have the meaning set forth in Section 2.1(g).

     “Default” shall mean any of the events specified in Section 7.1, whether or not any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.

     “Defaulting Lender” shall mean, at any time, any Lender that, at such time (a) has failed to make a Loan required pursuant to the terms of this Credit Agreement, including the funding of a Participation Interest in accordance with the terms hereof, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement, or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

     “Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

     “Domestic Lending Office” shall mean, initially, the office of each Lender designated as such Lender’s Domestic Lending Office shown on Schedule 9.2; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which Alternate Base Rate Loans of such Lender are to be made.

     “Domestic Subsidiary” shall mean any Subsidiary 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.

     “Environmental Laws” shall mean any and all applicable foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “Eurodollar Reserve Percentage” shall mean for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect

7

for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

     “Event of Default” shall mean any of the events specified in Section 7.1; provided, however, that any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.

     “Existing Credit Facility” shall mean the credit facility evidenced by that certain Credit Agreement, dated as of September 12, 2003, among the Borrower, certain Subsidiaries of the Borrower party thereto, as guarantors, the lenders party thereto and Wachovia Bank, National Association, as administrative agent, as amended or modified.

     “Extension of Credit” shall mean, as to any Lender, the making of a Loan by such Lender or the issuance of, or participation in, a Letter of Credit by such Lender.

     “Federal Funds Effective Rate” shall have the meaning set forth in the definition of “Alternate Base Rate”.

     “Fee Letter” shall mean the letter agreement dated June 16, 2006 addressed to the Borrower from Wachovia, as amended, modified or otherwise supplemented by mutual consent.

     “France Family” shall mean the France Family Group as defined in the Borrower’s most recent quarterly or annual filing with the SEC.

     “GAAP” shall mean generally accepted accounting principles in effect in the United States of America applied on a Consistent Basis; subject, however, in the case of determination of compliance with the financial covenants set out in Section 5.8 and for calculations related to the negative covenants set forth in Article VI, to the provisions of Section 1.3.

     “Government Acts” shall have the meaning set forth in Section 2.18.

     “Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

     “Guaranteed Hedging Agreement” shall mean any Hedging Agreement between a Credit Party and a Hedging Agreement Provider, as amended, restated, amended and restated, modified, supplemented or extended from time to time.

     “Guarantor” shall mean any of the Domestic Subsidiaries identified as a “Guarantor” on the signature pages hereto and the Additional Credit Parties which execute a Joinder Agreement, together with their successors and permitted assigns.

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     “Guaranty” shall mean the guaranty of the Guarantors set forth in Article X.

     “Guaranty Obligations” shall mean, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements (excluding the Kansas Keepwell Agreement), maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth in the documentation related thereto) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

     “Hedging Agreement Provider” shall mean any Person that enters into a Hedging Agreement with a Credit Party or any of its Subsidiaries to the extent such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender) at the time it entered into the Hedging Agreement but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement.

     “Hedging Agreements” shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements.

     “Incremental Revolving Facility” and “Incremental Revolving Facilities” shall have the meaning set forth in Section 2.1(f).

     “Indebtedness” of a Person shall mean all indebtedness (other than indebtedness to suppliers for the purchase of products and merchandise incurred in the ordinary course of business), including, without limitation, (a) indebtedness for borrowed money; indebtedness for (or deferred purchase price in connection with) the acquisition of property or assets; indebtedness or obligations evidenced by debentures, notes or other similar instruments; reimbursement or other similar obligations arising in connection with letters of credit, surety bonds or reimbursement obligations therefor; and indebtedness of third parties secured by any lien, pledge or other encumbrance on the property or assets of the Person in question, whether or not such indebtedness is assumed; (b) all liability by way of endorsements (other than for collection or deposit in the ordinary course of business); (c) all guarantees of indebtedness (including any ‘keepwell’ or other agreement, contingent or otherwise, to purchase any

9

obligation representing such indebtedness or property constituting security therefor, or to advance or supply funds for such purpose or to maintain working capital or any other balance sheet or income statement condition, or otherwise to assure a creditor against loss in respect of indebtedness or obligations of others, or any other arrangement in substance affecting any of the foregoing); (d) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA; and (e) obligations as lessee under leases (including synthetic leases, tax retention operating leases, off-balance sheet loans or similar off-balance sheet financing product) which shall have been or should be, in accordance with GAAP, recorded or classified as capital leases or financing leases; provided that, for purposes of this Credit Agreement, the Kansas Keepwell Agreement shall not be Indebtedness of the Borrower.

     “Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

     “Insolvent” shall mean being in a condition of Insolvency.

     “Interest Coverage Ratio” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for the twelve month period ending on the last day of any fiscal quarter of the Borrower and its Subsidiaries, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period; provided, however, the Interest Coverage Ratio may be adjusted from time to time with the mutual consent of the Borrower and the Required Lenders 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 fiscal accounting periods in different calendar and/or fiscal years. For purposes of computing the Interest Coverage Ratio for any applicable twelve month period of determination, the acquisition of a Subsidiary during such twelve month period shall be deemed to have occurred as of the first day of such twelve month period.

     “Interest Payment Date” shall mean (a) as to any Alternate Base Rate Loan or Swingline Loan, the last day of each February, May, August and November and on the Revolving Commitment Termination Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or less, the last day of such Interest Period, and (c) as to any LIBOR Rate Loan having an Interest Period longer than three months, the day which is three months after the first day of such Interest Period and the last day of such Interest Period.

     “Interest Period” shall mean, with respect to any LIBOR Rate Loan, (a) initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such LIBOR Rate Loan and ending one, two, three or six months thereafter (or, if available to all Lenders, nine or twelve months thereafter), as selected by the Borrower in the notice of borrowing or notice of conversion given with respect thereto and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Rate Loan and ending one, two, three or six months thereafter (or, if available to all Lenders, nine or twelve months thereafter), as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided, however, (i) if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such

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Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day, (ii) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month, (iii) if the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected a Alternate Base Rate Loan to replace the affected LIBOR Rate Loan, (iv) no Interest Period shall extend beyond the Revolving Commitment Termination Date, and (v) no more than six (6) LIBOR Rate Loans may be in effect at any time. For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date and have the same duration, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period.

     “Issuing Lender” shall mean Wachovia.

     “Issuing Lender Costs” shall have the meaning set forth in Section 2.4(d).

     “Joinder Agreement” shall mean a Joinder Agreement substantially in the form of Schedule 5.9, executed and delivered by a Domestic Subsidiary of the Borrower to become a Guarantor hereunder in accordance with the provisions of Section 5.9.

     “Kansas Keepwell Agreement” shall mean that certain Keepwell Agreement, dated as of October 13, 2002, pursuant to which the Borrower has agreed to provide financial assistance to Kansas Speedway Corporation, if necessary, to support its guarantee of the 2002 STAR Bonds issued in connection with the Kansas Speedway.

     “Lender” shall have the meaning set forth in the first paragraph of this Credit Agreement.

     “Letters of Credit” shall mean any letter of credit issued by the Issuing Lender pursuant to the terms hereof, as such Letters of Credit may be amended, modified, extended, renewed or replaced from time to time.

     “Letter of Credit Fee” shall have the meaning set forth in Section 2.4(c).

     “Leverage Ratio” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for the twelve month period 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, the Leverage Ratio may be adjusted from time to time with the mutual consent of the Borrower and the Required Lenders 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 fiscal accounting periods in different calendar and/or fiscal years. For purposes of computing the Leverage Ratio for any applicable twelve month

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period of determination, the acquisition of a Subsidiary during such twelve month period shall be deemed to have occurred as of the first day of such twelve month period.

     “LIBOR” shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term “LIBOR” shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). If, for any reason, neither of such rates is available, then “LIBOR” shall mean the rate per annum at which, as determined by the Administrative Agent, Dollars in an amount comparable to the Loans then requested are being offered to leading banks at approximately 11:00 A.M. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the Interest Period selected.

     “LIBOR Lending Office” shall mean, initially, the office of each Lender designated as such Lender’s LIBOR Lending Office shown on Schedule 9.2; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which the LIBOR Rate Loans of such Lender are to be made.

     “LIBOR Market Index Rate” shall mean, for any day, the one-month LIBOR rate for such day; provided that if such day is not a Business Day, then for the immediately preceding Business Day.

     “LIBOR Rate” shall mean a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR Rate =	LIBOR
	1.00 — Eurodollar Reserve Percentage

     “LIBOR Rate Loan” shall mean Loans the rate of interest applicable to which is based on the LIBOR Rate.

     “Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature

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whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing).

     “Loan” shall mean a Revolving Loan and/or a Swingline Loan, as appropriate.

     “LOC Commitment” shall mean the commitment of the Issuing Lender to issue Letters of Credit and with respect to each Lender, the commitment of such Lender to purchase participation interests in the Letters of Credit up to such Lender’s Commitment Percentage of the LOC Committed Amount.

     “LOC Committed Amount” shall have the meaning set forth in Section 2.3(a).

     “LOC Documents” shall mean, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or (b) any collateral security for such obligations.

     “LOC Mandatory Borrowing” shall have the meaning set forth in Section 2.3(e).

     “LOC Obligations” shall mean, at any time, the sum of (a) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed.

     “Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower and the Guarantors taken as a whole to perform their obligations, when such obligations are required to be performed, under this Credit Agreement, any of the Notes or any other Credit Document or (c) the validity or enforceability of this Credit Agreement, any of the Notes or any of the other Credit Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

     “Moody’s” shall mean Moody’s Investors Service, Inc.

     “Multiemployer Plan” shall mean a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

     “NASCAR” shall mean the National Association for Stock Car Auto Racing, Inc.

     “Note” or “Notes” shall mean the Revolving Notes and/or the Swingline Note, collectively, separately or individually, as appropriate.

     “Notice of Borrowing” shall mean the written notice of borrowing as referenced and defined in Section 2.1(b)(i) or 2.2(b)(i), as appropriate.

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     “Notice of Conversion” shall mean the written notice of extension or conversion as referenced and defined in Section 2.9.

     “Obligations” shall mean, collectively, Loans and LOC Obligations.

     “Participant” shall have the meaning set forth in Section 9.6(b).

     “Participation Interest” shall mean the purchase by a Lender of a participation interest in Swingline Loans as provided in Section 2.2(b)(ii) or in Letters of Credit as provided in Section 2.3.

     “Patriot Act” shall have the meaning set forth in Section 9.19.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

     “Permitted Acquisition” shall mean an Acquisition by the Borrower or any Subsidiary of the Borrower for the fair market value of the Capital Stock or Property acquired; provided that (a) the Capital Stock or Property acquired in such Acquisition is related to the motorsports entertainment industry (including businesses ancillary thereto) or if not related to the motorsports entertainment industry, the total amount of such acquisitions in any fiscal year shall not exceed ten percent (10%) of Total Shareholders’ Equity; (b) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition; (c) the representations and warranties made by the Borrower in any Credit Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date and no Default or Event of Default exists as of the date of such Acquisition (after giving effect thereto); and (d) with respect to any Acquisition exceeding twenty-five percent (25%) of Total Shareholders’ Equity for which the Borrower or any of its Subsidiaries has incurred Indebtedness for purposes of consummating such Acquisition, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, the Borrower will be in compliance with Section 5.8(a).

     “Permitted Investments” shall mean:

          (a) cash and Cash Equivalents;

          (b) receivables owing to the Borrower or any of its Subsidiaries or any receivables and advances to suppliers, in each case if created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

          (c) investments in and loans to any Credit Parties;

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          (d) investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

          (e) investments existing as of the Closing Date and set forth in Schedule 6.5;

          (f) Permitted Acquisitions;

          (g) investments received or assumed in connection with a Permitted Acquisition;

          (h) minority investments in motorsports facilities or related motorsports businesses so long as any such investments, in the aggregate, do not have a Material Adverse Effect;

          (i) other loans, advances and/or investments in or to non-wholly owned Subsidiaries which are not Guarantors to the extent permitted in accordance with the proviso set forth in clause (j) below; and

          (j) additional loans, advances and/or investments of a nature not contemplated by the foregoing clauses hereof; provided that such loans, advances and/or investments made pursuant to this clause (j), together with the loans, advances and/or investments made pursuant to clause (i) above, shall not exceed (A) on an annual basis, an amount equal to ten percent (10%) of the Total Shareholders’ Equity and (B) on an aggregate basis, an amount equal to twenty-five percent (25%) of the Total Shareholders’ Equity. As used herein, “investment” shall mean all investments, in cash or by delivery of property, made, directly or indirectly in, to or from any Person, whether by acquisition of shares of Capital Stock, property, assets, indebtedness or other obligations or securities or by loan, advance, capital contribution or otherwise.

     “Permitted Liens” shall mean:

          (a) Liens existing as of the Closing Date and set forth on Schedule 6.2; provided that (i) no such Lien shall at any time be extended to or cover any Property other than the Property subject thereto on the Closing Date (provided, however, that Liens on new Property which arise in replacement of Liens on previously owned Property to the extent that such new Property is acquired through like-kind exchanges shall be permitted hereunder) and (ii) the principal amount of the Indebtedness secured by such Liens shall not be extended, renewed, refunded or refinanced;

          (b) Liens (other than Liens created or imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);

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          (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);

          (d) Liens (other than Liens created or imposed under ERISA) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

          (e) Liens in connection with attachments or judgments (including judgment or appeal bonds); provided that the judgments secured shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay;

          (f) easements, rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered Property for its intended purposes;

          (g) Liens securing purchase money Indebtedness (including Capital Leases); provided that any such Lien attaches only to the Property financed and such Lien attaches thereto concurrently with or within 90 days after the acquisition thereof;

          (h) leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries;

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

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

          (k) inchoate Liens arising under ERISA to secure current service pension liabilities as they are incurred under the provisions of any Plan;

          (l) Liens incurred or assumed in connection with a Permitted Acquisition; provided that such Liens shall only encumber Property acquired in such Permitted Acquisition; and

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          (m) other Liens securing obligations not to exceed $25,000,000 in an aggregate principal amount outstanding at any time.

     “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

     “Plan” shall mean, at any particular time, any employee benefit plan which is covered by Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

     “Prime Rate” shall have the meaning set forth in the definition of Alternate Base Rate.

     “Pro Forma Basis” shall mean, for purposes of calculating compliance with Section 5.8(a) in respect of a Permitted Acquisition, that such Permitted Acquisition shall be deemed to have occurred as of the first day of the four fiscal-quarter period ending as of the most recent fiscal quarter end preceding the date of such Permitted Acquisition with respect to which the Administrative Agent has received the information required pursuant to Section 5.1. In connection with any calculation of the Leverage Ratio set forth in Section 5.8(a), upon giving effect to a Permitted Acquisition on a Pro Forma Basis, (a) any Indebtedness incurred by the Borrower in connection with such Permitted Acquisition (i) shall be deemed to have been incurred as of the first day of the applicable period and (ii) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination, (b) income statement items (whether positive or negative) attributable to the Property or Person acquired in such Permitted Acquisition shall be included to the extent relating to the relevant period and (c) pro forma adjustments may be included to the extent that such adjustments give effect to events that are (i) directly attributable to such Permitted Acquisition, (ii) expected to continue to be applicable to the Borrower and (iii) factually supportable.

     “Pro Forma Compliance Certificate” shall mean, if required to be provided in accordance with the terms of this Credit Agreement, a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent in connection with any Permitted Acquisition and containing reasonably detailed calculations, upon giving effect to the applicable Permitted Acquisition on a Pro Forma Basis, of the Leverage Ratio as of the most recent fiscal quarter end preceding the date of the applicable transaction with respect to which the Administrative Agent shall have received the financial information required pursuant to Section 5.1.

     “Property” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “Proposed Increased Commitment” shall have the meaning set forth in Section 2.1(f).

     “Purchasing Lenders” shall have the meaning set forth in Section 9.6(c).

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     “Register” shall have the meaning set forth in Section 9.6(d).

     “Reorganization” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA.

     “Replaced Lender” shall mean any Lender that is required to assign all or a portion of its rights, obligations, Loans and Commitments hereunder pursuant to the terms of Section 2.19 or Section 9.18.

     “Replacement Lender” shall mean, with respect to the exercise by the Borrower of its rights under Section 2.19 or Section 9.18, any existing Lender or a new Lender designated by the Borrower and reasonably approved by the Administrative Agent or, if the Administrative Agent is also the Replaced Lender, by Lenders holding in the aggregate more than 50% of all Revolving Loans and LOC Obligations (of the Lenders that are not the Replaced Lender and, with respect to the exercise by the Borrower of its rights under Section 9.18, that are not party to the applicable merger) then outstanding at such time plus the aggregate unused Revolving Commitments (of the Lenders that are not the Replaced Lender and, with respect to the exercise by the Borrower of its rights under Section 9.18, that are not party to the applicable merger) at such time.

     “Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day notice period is waived under PBGC Reg. §4043.

     “Required Lenders” shall mean Lenders holding in the aggregate more than 50% of all Revolving Loans and LOC Obligations then outstanding at such time plus the aggregate unused Revolving Commitments at such time (treating for purposes hereof in the case of Swingline Loans and LOC Obligations, in the case of the Swingline Lender and the Issuing Lender, only the portion of the Swingline Loans and the LOC Obligations of the Swingline Lender and the Issuing Lender, respectively, which is not subject to the Participation Interests of the other Lenders and, in the case of the Lenders other than the Swingline Lender and the Issuing Lender, the Participation Interests of such Lenders in Swingline Loans and LOC Obligations hereunder as direct Obligations); provided, however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, Obligations (including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender’s Commitments, or after termination of the Commitments, the principal balance of the Obligations owing to such Defaulting Lender.

     “Requirement of Law” shall mean, as to any Person, the Certificate of Incorporation and By-laws or other organizational or governing documents of such Person, and each law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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     “Responsible Officer” shall mean, with respect to the Borrower, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Executive Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Chief Operating Officer and/or other officers of the Borrower as may be agreed to by the Administrative Agent from time to time.

     “Revolving Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans in an aggregate principal amount at any time outstanding up to such Lender’s Commitment Percentage of the Revolving Committed Amount, as such amount may be reduced from time to time in accordance with the provisions hereof.

     “Revolving Commitment Termination Date” shall mean June 16, 2011, as extended on any anniversary of such date pursuant to Section 2.1(g).

     “Revolving Committed Amount” shall have the meaning set forth in Section 2.1(a).

     “Revolving Loans” shall have the meaning set forth in Section 2.1(a).

     “Revolving Note” or “Revolving Notes” shall mean the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.1(e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

     “S&P” shall mean Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc.

     “Sale Leaseback Transaction” shall mean any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to a Credit Party of any Property, whether owned by such Credit Party as of the Closing Date or later acquired, which has been or is to be sold or transferred by such Credit Party to such Person or to any other Person from whom funds have been, or are to be, advanced by such Person on the security of such Property.

     “SEC” shall mean the Securities and Exchange Commission or any successor thereto.

     “Senior Note Indenture” shall mean (a) that certain indenture agreement for the Borrower’s 4.20% Senior Notes due 2009, dated as of April 23, 2004, among the Borrower and the holders party thereto and all documents and instruments executed in connection with such indenture agreement, (b) that certain indenture agreement for the Borrower’s 5.40% Senior Notes due 2014, dated as of April 23, 2004, among the Borrower and the holders party thereto and all documents and instruments executed in connection with such indenture agreement and (c) any other indenture agreement (or similar agreement) entered into the Borrower with respect to the issuance of Senior Notes, and all documents and instruments executed in connection with any such indenture agreement (or similar agreement).

     “Senior Notes” shall mean (a) the senior unsecured notes issued by the Borrower in an aggregate principal amount of $300,000,000 pursuant to the Senior Note Indenture, as refinanced, renewed or extended from time to time and (b) any other senior unsecured notes issued by the Borrower from time to time.

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     “Single Employer Plan” shall mean any Plan which is not a Multiemployer Plan.

     “Specified Sales” shall mean (a) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (b) the conversion of cash into Cash Equivalents and Cash Equivalents into cash.

     “Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Credit Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. For purposes of this Credit Agreement, all Subsidiaries are also Affiliates.

     “Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline Committed Amount, and the commitment of the Lenders to purchase participation interests in the Swingline Loans as provided in Section 2.2(b)(ii), as such amounts may be reduced from time to time in accordance with the provisions hereof.

     “Swingline Committed Amount” shall have the meaning set forth in Section 2.2(a).

     “Swingline Lender” shall mean Wachovia, in its capacity as such.

     “Swingline Loan” or “Swingline Loans” shall have the meaning set forth in Section 2.2(a).

     “Swingline Mandatory Borrowing” shall have the meaning set forth in Section 2.2(b)(ii).

     “Swingline Note” shall mean the promissory note of the Borrower in favor of the Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.2(d), as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time.

     “Tax Exempt Certificate” shall have the meaning set forth in Section 2.17.

     “Taxes” shall have the meaning set forth in Section 2.17.

     “Total Shareholders’ Equity” shall mean the Total Shareholders’ Equity as stated in the most recent financial statement delivered to the Administrative Agent and the Lenders pursuant to Section 5.1(a) or 5.1(b), subject to any adjustments thereto in accordance with the terms of Section 1.3.

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     “Tranche” shall mean the collective reference to LIBOR Rate Loans whose Interest Periods begin and end on the same day. A Tranche may sometimes be referred to as a “LIBOR Tranche”.

     “Transfer Effective Date” shall have the meaning set forth in each Commitment Transfer Supplement.

     “Type” shall mean, as to any Loan, its nature as an Alternate Base Rate Loan, LIBOR Rate Loan or Swingline Loan, as the case may be.

     “Utilization Fee” shall have the meaning set forth in Section 2.4(b).

     “Voting Stock” shall mean, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

     “Wachovia” shall mean Wachovia Bank, National Association, together with its successors and assigns.

Section 1.2 Other Definitional Provisions.

     (a) Unless otherwise specified therein, all terms defined in this Credit Agreement shall have the defined meanings when used in the Notes or other Credit Documents or any certificate or other document made or delivered pursuant hereto.

     (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Credit Agreement shall refer to this Credit Agreement as a whole and not to any particular provision of this Credit Agreement, and Section, subsection, Schedule and Exhibit references are to this Credit Agreement unless otherwise specified.

     (c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Section 1.3 Accounting Terms.

     Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a Consistent Basis; provided that, if the Borrower notifies the Administrative Agent that it wishes to amend any covenant in Section 5.8 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.8 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant

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change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. With respect to (a) calculations of the financial covenants set forth in Section 5.8 (including, without limitation, calculations of such financial covenants on a Pro Forma Basis in connection with a Permitted Acquisition), (b) calculations related to the negative covenants set forth in Article VI and (c) any calculation of Total Shareholders’ Equity, each such calculation shall be made excluding the effects of any impairment charges resulting from the adoption and ongoing application of Financial Accounting Standards Board Statement of Financial Accounting Standards Nos. 141 and 142 by the Borrower or its Affiliates.

     The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, to the extent such information is not included in such financial statements, (a) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above and (b) a reasonable estimate of the effect on the financial statements on account of such changes in application.

ARTICLE II

THE LOANS; AMOUNT AND TERMS

Section 2.1 Revolving Loans.

     (a) Revolving Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time for the purposes hereinafter set forth; provided, however, that (i) with regard to each Lender individually, the sum of such Lender’s share of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s Commitment Percentage of LOC Obligations shall not exceed such Lender’s Commitment Percentage of the aggregate Revolving Committed Amount, and (ii) with regard to the Lenders collectively, the sum of the aggregate amount of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations shall not exceed the Revolving Committed Amount. For purposes hereof, the aggregate amount available hereunder shall be THREE HUNDRED MILLION DOLLARS ($300,000,000) (as such aggregate maximum amount may be reduced from time to time as provided in Section 2.5 or increased as provided in Section 2.1(f), the “Revolving Committed Amount”). Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof. LIBOR Rate Loans shall be made by each Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office.

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     (b) Revolving Loan Borrowings.

     (i) Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 12:00 Noon (Charlotte, North Carolina time) on the date of the requested borrowing in the case of Alternate Base Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Schedule 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (I) an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

     (ii) Minimum Amounts. Each Revolving Loan borrowing that is a LIBOR Rate Loan shall be in a minimum aggregate amount of $3,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less). Each Revolving Loan borrowing that is a Alternate Base Rate Loan shall be in a minimum aggregate amount of $1,000,000 and integral multiples of $250,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less).

     (iii) Advances. Each Lender will make its Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Schedule 9.2, or at such other office as the Administrative Agent may designate in writing, by 1:00 P.M. (Charlotte, North Carolina time) on the date specified in the applicable Notice of Borrowing in Dollars and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent by the close of business on the date specified in the applicable Notice of Borrowing by crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

     (c) Repayment. The principal amount of all Revolving Loans shall be due and payable in full on the Revolving Commitment Termination Date.

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     (d) Interest. Subject to the provisions of Section 2.8, Revolving Loans shall bear interest as follows:

     (i) Alternate Base Rate Loans. During such periods as Revolving Loans shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the Alternate Base Rate; and

     (ii) LIBOR Rate Loans. During such periods as Revolving Loans shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Margin.

Interest on Revolving Loans shall be payable in arrears on each Interest Payment Date.

     (e) Revolving Notes. Each Lender’s Commitment Percentage of the Revolving Loans shall be evidenced by a duly executed promissory note of the Borrower to such Lender in substantially the form of Schedule 2.1(e).

     (f) Incremental Revolving Facility. Subject to the terms and conditions set forth herein and so long as no Default or Event of Default has occurred and is continuing, the Borrower shall have the right, no more than twice per year and no more than six times prior to the Revolving Commitment Termination Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Revolving Committed Amount (each an “Incremental Revolving Facility” and collectively the “Incremental Revolving Facilities”). The following terms and conditions shall apply to each Incremental Revolving Facility:

     (i) the loans made under each Incremental Revolving Facility shall constitute Credit Party Obligations and will be guaranteed with the other Credit Party Obligations on a pari passu basis;

     (ii) each Incremental Revolving Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans;

     (iii) each Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans, voting as one class, and shall be entitled to receive a pro rata share of proceeds of prepayments on the same basis as the existing Revolving Loans;

     (iv) each Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below;

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     (v) the proceeds of each Incremental Revolving Facility will be used for the purposes set forth in Section 3.10;

     (vi) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Commitment is increased;

     (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied;

     (viii) each such Incremental Revolving Facility shall be in a minimum amount of $25,000,000 (and $25,000,000 increments in excess thereof);

     (ix) the aggregate amount of all Incremental Revolving Facilities shall not exceed $200,000,000 at any time; and

     (x) the Administrative Agent shall have received from the Borrower (A) resolutions and other corporate authority documents and a legal opinion with respect to each Incremental Revolving Facility requested by the Administrative Agent, substantially the same in form and substance as those delivered on the Closing Date pursuant to Section 4.1 and (B) an officer’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, stating that no Default or Event of Default shall exist.

The Borrower may offer all or a portion of any Incremental Revolving Facility (each a “Proposed Increased Commitment”) to (x) the existing Lenders and each such Lender shall have ten (10) Business Days to respond to, but not be obligated to provide, such Proposed Increased Commitment (allocations of each Incremental Revolving Facility will be assigned according to the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments), (y) other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent and the Arrangers to join this Credit Agreement as Lenders hereunder for a portion of the Incremental Revolving Facility, provided that such other banks, financial institutions and investment funds shall have a commitment with respect to such Incremental Revolving Facility of at least $10,000,000 and shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request or (z) a combination of (x) and (y). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary solely to incorporate the terms of each Incremental Revolving Facility therein.

     (g) Extension of Revolving Commitment Termination Date.

     (i) Not more than 90 days and not less than 60 days prior to the Revolving Commitment Termination Date, the Borrower may request in writing

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that the Lenders extend the Revolving Commitment Termination Date for an additional year (and the Administrative Agent shall promptly give the Lenders notice of any such request). Each Lender shall provide the Administrative Agent, not more than 30 days and not less than 20 days prior to the Revolving Commitment Termination Date, with written notice regarding whether it agrees to extend the Revolving Commitment Termination Date. Each decision by a Lender shall be in its sole discretion and failure by a Lender to give timely written notice hereunder shall be deemed a decision by such Lender not to extend the Revolving Commitment Termination Date. The Administrative Agent shall provide the Borrower, not less than 15 days prior to the Revolving Commitment Termination Date, with written notice of each Lender’s decision. If more than 50% aggregate commitments outstanding at the time of the extension request is extended or otherwise committed to by the existing Lenders and any new Lenders, then the Revolving Commitment Termination Date shall be extended for an additional year pursuant to a duly executed written amendment to this Credit Agreement.

     (ii) If an existing Lender fails to agree to extend the Revolving Commitment Termination Date (a “Declining Lender”), then that Declining Lender’s Revolving Commitment will be terminated on the then existing Revolving Commitment Termination Date.

     (iii) The Borrower will have the right to accept Revolving Commitments from new Lenders in an amount, when aggregated among all new Lenders, equal to the amount of the Revolving Commitments of all Declining Lenders, provided that (A) the minimum commitment of each such institution equals or exceeds $10,000,000 and (B) such new Lenders shall be reasonably acceptable to each of the Administrative Agent and the Arrangers so long as such Person, in its capacity as a Lender, has agreed to extend the Revolving Commitment Termination Date in accordance with the terms of this Section 2.1(g).

     (iv) As long as the Revolving Commitment Termination Date is extended in accordance with this Section 2.1(g), then the Borrower shall have the same right to request further extensions on the same terms with respect to new Revolving Commitment Termination Dates thereafter.

Section 2.2 Swingline Loan Subfacility.

     (a) Swingline Commitment. During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender, in its individual capacity, agrees to make certain revolving credit loans to the Borrower (each a “Swingline Loan” and, collectively, the “Swingline Loans”) for the purposes hereinafter set forth; provided, however, (i) the aggregate amount of Swingline Loans outstanding at any time shall not exceed TEN MILLION DOLLARS ($10,000,000) (the “Swingline Committed Amount”), and (ii) the sum of the aggregate amount of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations shall not exceed the Revolving Committed

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Amount. Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof.

     (b) Swingline Loan Borrowings.

     (i) Notice of Borrowing and Disbursement. The Swingline Lender will make Swingline Loans available to the Borrower on any Business Day upon request made by the Borrower not later than 12:00 Noon (Charlotte, North Carolina time) on such Business Day. A notice of request for Swingline Loan borrowing shall be made in the form of Schedule 2.1(b)(i) with appropriate modifications. Swingline Loan borrowings hereunder shall be made in minimum amounts of $100,000 and in integral amounts of $100,000 in excess thereof.

     (ii) Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the Revolving Commitment Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Loan borrowing, in which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of LIBOR Rate Loans (with Interest Periods selected by the Borrower) in the amount of such Swingline Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Revolving Commitment Termination Date, (B) the occurrence of any Event of Default described in Section 7.1(f), (iii) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(f) or any other Event of Default, and (iv) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Swingline Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Swingline Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (I) the amount of Swingline Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (II) whether any conditions specified in Section 4.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (V) the date of such Swingline Mandatory Borrowing, or (VI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Swingline Mandatory Borrowing or contemporaneously therewith. In the event that any Swingline Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Swingline

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Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Swingline Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Swingline Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

     (c) Interest on Swingline Loans. Subject to the provisions of Section 2.8, Swingline Loans shall bear interest at a per annum rate equal to the LIBOR Market Index Rate plus the Applicable Margin for Revolving Loans that are LIBOR Rate Loans. Interest on Swingline Loans shall be payable in arrears on each Interest Payment Date.

     (d) Swingline Note. The Swingline Loans shall be evidenced by a duly executed promissory note of the Borrower to the Swingline Lender in the original amount of the Swingline Committed Amount and substantially in the form of Schedule 2.2(d).

Section 2.3 Letter of Credit Subfacility.

     (a) Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate amount of Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount, (iii) all Letters of Credit shall be denominated in U.S. Dollars and (iv) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or

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periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $50,000. Wachovia shall be the Issuing Lender on all Letters of Credit issued after the Closing Date.

     (b) Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least five (5) Business Days prior to the requested date of issuance. The Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding.

     (c) Participations. Each Lender upon issuance of a Letter of Credit shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Commitment Percentage of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Lender shall pay to the Issuing Lender its Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) hereof. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

     (d) Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents.

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If the Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Alternate Base Rate plus two percent (2%). Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Lender’s Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

     (e) Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, (i) a Swingline Loan borrowing to reimburse a drawing under a Letter of Credit, the Swingline Lender shall make the Swingline Loan advance pursuant to the terms of the request or deemed request in accordance with the provisions for Swingline Loan advances hereunder, or (ii) a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “LOC Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on

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each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each LOC Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of LOC Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such LOC Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any LOC Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date the LOC Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the LOC Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

     (f) Modification, Extension. The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

     (g) Uniform Customs and Practices. The Issuing Lender shall have the Letters of Credit be subject to The Uniform Customs and Practice for Documentary Credits, as published as of the date of issue by the International Chamber of Commerce (the “UCP”), in which case the UCP may be incorporated therein and deemed in all respects to be a part thereof.

Section 2.4 Fees.

     (a) Commitment Fee. In consideration of the Revolving Commitments, the Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders a commitment fee (the “Commitment Fee”) in an amount equal to the Applicable Margin per annum on the average daily unused portion of the Revolving Committed Amount (with LOC Obligations constituting usage of the Revolving Committed Amount). The Commitment Fee shall be payable quarterly in arrears on the last day of each February, May, August and November.

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     (b) Utilization Fee. In consideration of the Revolving Commitment, the Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders a utilization fee (the “Utilization Fee”) in an amount equal to the Applicable Margin per annum on the sum of the average daily outstanding principal amount of Loans plus the average daily maximum amount available to be drawn under the Letters of Credit, such daily averages to be calculated using only those days on which the sum of the aggregate principal amount of outstanding Loans plus the average daily maximum amount available to be drawn under the Letters of Credit exceeded fifty percent (50%) of the Revolving Committed Amount. The Utilization Fee shall be calculated on the basis of a 360 day year for the actual days elapsed, and shall be payable quarterly in arrears on the last day of each February, May, August and November.

     (c) Letter of Credit Fees. In consideration of the LOC Commitments, the Borrower agrees to pay to the Issuing Lender a fee (the “Letter of Credit Fee”) equal to the Applicable Margin per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration. In addition to such Letter of Credit Fee, the Issuing Lender may charge, and retain for its own account without sharing by the other Lenders, an additional facing fee of one-eighth of one percent (1/8%) per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it. The Issuing Lender shall promptly pay over to the Administrative Agent for the ratable benefit of the Lenders (including the Issuing Lender) the Letter of Credit Fee. The foregoing fees shall be payable quarterly in arrears on the last day of each February, May, August and November.

     (d) Issuing Lender Costs. In addition to the Letter of Credit Fees payable pursuant to subsection (b) hereof, the Borrower shall pay to the Issuing Lender for its own account without sharing by the other Lenders the reasonable and customary costs from time to time of the Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “Issuing Lender Costs”).

     (e) Administrative Fee. The Borrower agrees to pay to the Administrative Agent the annual administrative fee as described in the Fee Letter.

Section 2.5 Commitment Reductions.

     (a) Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than five Business Days’ prior notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be, subject to the provisions of Section 2.1(f), irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted

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if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of the Revolving Loans plus Swingline Loans plus LOC Obligations would exceed the Revolving Committed Amount.

     (b) Revolving Commitment Termination Date. The Revolving Commitment, the LOC Commitment and the Swingline Commitment shall automatically terminate on the Revolving Commitment Termination Date.

Section 2.6 Prepayments.

     (a) Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof and each prepayment of Swingline Loans shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give two Business Days’ irrevocable notice in the case of LIBOR Rate Loans and same Business Day’s irrevocable notice in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable).

     (b) Mandatory Prepayments. If at any time the sum of the aggregate principal amount of Loans plus aggregate amount of LOC Obligations exceeds the Revolving Committed Amount, the Borrower shall immediately make payment on the Loans (and then cash collateralize the outstanding LOC Obligations) in an amount sufficient to eliminate the deficiency.

     (c) Application. Unless otherwise specified by the Borrower, prepayments made hereunder shall be applied first to Revolving Loans which are Alternate Base Rate Loans, then to Revolving Loans which are LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under Section 2.6(a) shall be subject to Section 2.16, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Swingline Loan and the Revolving Loans may be reborrowed in accordance with the terms hereof.

     Section 2.7 Minimum Principal Amount of Tranches.

     All borrowings, payments and prepayments in respect of Revolving Loans shall be in such amounts and be made pursuant to such elections so that after giving effect thereto the aggregate principal amount of the Revolving Loans comprising any Tranche shall not be less than $3,000,000 or a whole multiple of $1,000,000 in excess thereof.

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     Section 2.8 Default Rate and Payment Dates.

     Upon the occurrence, and during the continuance, of an Event of Default, at the Required Lenders’ option, (i) the Borrower shall no longer have the option to request LIBOR Rate Loans or Swingline Loans, (ii) all amounts due and payable with respect to LIBOR Rate Loans shall bear interest at a rate per annum two percent (2%) in excess of the rate then applicable to such Loans until the end of the applicable Interest Period and thereafter at a rate equal to the Alternate Base Rate plus two percent (2%), (iii) all amounts due and payable with respect to Alternate Base Rate Loans shall bear interest at a rate per annum equal to the Alternate Base Rate plus two percent (2%) and (iv) all other amounts owing hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate two percent (2%) greater than the rate which would otherwise be applicable (or if no rate is applicable, whether in respect of interest, fees or other amounts, then the Alternate Base Rate plus two percent (2%)).

     Section 2.9 Conversion Options.

     (a) The Borrower may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice of such election. A form of Notice of Conversion/Extension is attached as Schedule 2.9. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof.

     (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

     Section 2.10 Computation of Interest and Fees; Interest Rate Limitation.

     (a) Interest payable hereunder with respect to Alternate Base Rate Loans accruing interest at the Prime Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the

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Borrower and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change.

     (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the computations used by the Administrative Agent in determining any interest rate.

     (c) Notwithstanding anything to the contrary contained in any of the Credit Documents, if any specified interest rate shall exceed the maximum rate permitted by applicable law as in effect from time to time, the Borrower shall pay interest at the highest permissible rate, which rate shall change as and when the highest permissible rate shall change. If the Borrower makes an interest payment under any of the Credit Documents that exceeds the maximum amount of interest permitted by applicable law, the excess of such payment above the maximum amount that lawfully may be paid shall be refunded to the Borrower or, at the Borrower’s option, credited toward the payment of principal due under such Credit Document (as directed by the Borrower); or, if the Borrower makes an interest payment that exceeds the maximum amount of interest permitted by applicable law and all principal thereunder shall have been previously or thereby paid in full, such payment shall be deemed to have been the result of mathematical error and the Administrative Agent shall refund to the Borrower the amount of such payment that is in excess of the amount that lawfully may be paid.

     Section 2.11 Pro Rata Treatment and Payments.

     Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.4, second, to interest then due and owing in respect of the Notes of the Borrower, third, to principal then due and owing hereunder and under the Notes of the Borrower and, fourth, to any other amounts then due and owing hereunder or under any other Credit Document. Each payment on account of any fees pursuant to Section 2.4 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit Fee retained by the Issuing Lender, the Issuing Lender Fees and the annual administrative fee referenced in Section 2.4(d)). Each optional prepayment of principal of the Loans shall be applied to the Loans as the Borrower may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.14 shall be applied in accordance with such section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.6(b). All payments (including prepayments) to be made by the Borrower of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made to the

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Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Schedule 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

     Section 2.12 Non-Receipt of Funds by the Administrative Agent.

     (a) Unless the Administrative Agent shall have been notified in writing by a Lender prior to the date a Loan is to be made by such Lender (which notice shall be effective upon receipt) that such Lender does not intend to make the proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Administrative Agent on such date, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Effective Funds Rate.

     (b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the

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Administrative Agent on demand interest on such amount in respect of each day from the date such amount was made available by the Administrative Agent to such Lender to the date such amount is recovered by the Administrative Agent at a per annum rate equal to the Federal Funds Effective Rate.

     (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount owing under this Section 2.12 shall be conclusive in the absence of manifest error.

     Section 2.13 Inability to Determine Interest Rate.

     Notwithstanding any other provision of this Credit Agreement, if (a) at the time of the request for a LIBOR Rate Loan, the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a Eurodollar Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected.

     Section 2.14 Illegality.

     Notwithstanding any other provision of this Credit Agreement, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful for such Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the interbank eurodollar market through its LIBOR Lending Office the funds with which to make such Loans, (a) such Lender shall promptly notify the Administrative Agent and the Borrower thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended until the Administrative Agent shall give notice that the condition or situation which gave rise to the suspension shall no longer exist, and (c) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall be converted on the last day of the Interest Period for such Loans or within such earlier period as required by law as Alternate Base Rate Loans. The Borrower hereby agrees promptly to pay any Lender, within 15 days after its demand, any additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated

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profits) reasonably incurred by such Lender in making any repayment in accordance with this Section including, but not limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.

     Section 2.15 Requirements of Law.

     (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

     (i) shall subject such Lender to any tax of any kind whatsoever with respect to any Letter of Credit or any application relating thereto, any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for changes in the rate of tax on the overall net income of such Lender);

     (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or

     (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining LIBOR Rate Loans or the Letters of Credit or to reduce any amount receivable hereunder or under any Note, then, in any such case, the Borrower shall promptly pay such Lender, within 15 days after its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such efforts shall not cause the

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imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender to be material.

     (b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall pay to such Lender such additional amount as shall be certified by such Lender as being required to compensate it for such reduction. Such a certificate as to any additional amounts payable under this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower shall be conclusive absent manifest error.

     (c) The agreements in this Section 2.15 shall survive the termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder.

     Section 2.16 Indemnity.

     The Borrower hereby agrees to indemnify each Lender and to hold such Lender harmless from any funding loss or expense which such Lender may sustain or incur as a consequence of (a) default by the Borrower in payment of the principal amount of or interest on any Loan by such Lender in accordance with the terms hereof, (b) default by the Borrower in accepting a borrowing after the Borrower has given a notice in accordance with the terms hereof, (c) default by the Borrower in making any prepayment after the Borrower has given a notice in accordance with the terms hereof, and/or (d) the making by the Borrower of a prepayment of a Loan, or the conversion thereof, on a day which is not the last day of the Interest Period with respect thereto, in each case including, but not limited to, any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender, through the Administrative Agent, to the Borrower (which certificate must be delivered to the Administrative Agent within thirty days following such default, prepayment or conversion) shall be conclusive in the absence of manifest error. The agreements in this Section shall survive termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder.

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     Section 2.17 Taxes.

     (a) All payments made by the Borrower hereunder or under any Note will be, except as provided in Section 2.17(b), made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the effected Lender will promptly provide notice to the Borrower and evidence of the amounts due. The Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Credit Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law certified copies (to the extent reasonably available and required by law) of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.

     (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Credit Agreement pursuant to Section 9.6(d) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) if the Lender is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or W-8ECI or W-8IMY (or successor forms) certifying such Lender’s entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue Service Form W-8BEN or W-8ECI or W-8IMY as set forth in clause (i) above, or (x) a certificate substantially in the form of Schedule 2.17 (any such certificate, a “Tax Exempt Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying such Lender’s entitlement to an exemption from United States withholding tax with respect to payments of interest to be made under this Credit Agreement and under any Note. In addition, each Lender agrees that it will deliver upon the Borrower’s request updated versions of the foregoing, as applicable, whenever the previous certification has become obsolete or inaccurate in any material respect, together with such other forms as may be required in order to

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confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Credit Agreement and any Note. Notwithstanding anything to the contrary contained in Section 2.17(a), but subject to the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 2.17(a) hereof to gross-up payments to be made to a Lender in respect of Taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 2.17(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Forms do not establish a complete exemption from withholding of such Taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 2.17, the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.17(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of Taxes.

     (c) Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.

     (d) If the Borrower pays any additional amount pursuant to this Section 2.17 with respect to a Lender, such Lender shall use reasonable efforts to obtain a refund of tax or credit against its tax liabilities on account of such payment; provided that such Lender shall have no obligation to use such reasonable efforts if either (i) it is in an excess foreign tax credit position or (ii) it believes in good faith, in its sole discretion, that claiming a refund or credit would cause adverse tax consequences to it. In the event that such Lender receives such a refund or credit, such Lender shall pay to the Borrower an amount that such Lender reasonably determines is equal to the net tax benefit obtained by such Lender as a result of such payment by the Borrower. In the event that no refund or credit is obtained with respect to the Borrower’s payments to such Lender pursuant to this Section 2.17, then such Lender shall upon request provide a certification that such Lender has not received a refund or credit for such payments. Nothing contained in this Section 2.17 shall require a Lender to disclose or detail the basis of its calculation of the amount

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of any tax benefit or any other amount or the basis of its determination referred to in the proviso to the first sentence of this Section 2.17 to the Borrower or any other party.

     (e) The agreements in this Section 2.17 shall survive the termination of this Credit Agreement and the payment of the Notes and all other amounts payable hereunder.

     Section 2.18 Indemnification; Nature of Issuing Lender’s Duties.

     (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called “Government Acts”).

     (b) As between the Borrower and the Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) for any consequences arising from causes beyond the control of the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder.

     (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Issuing Lender under any resulting liability to the Borrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions,

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whether rightful or wrongful, of any Government Authority. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.

     (d) Nothing in this Section 2.18 is intended to limit the reimbursement obligation of the Borrower contained in Section 2.3(d) hereof. The obligations of the Borrower under this Section 2.18 shall survive the termination of this Credit Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender to enforce any right, power or benefit under this Credit Agreement.

     (e) Notwithstanding anything to the contrary contained in this Section 2.18, the Borrower shall have no obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising out of the gross negligence or willful misconduct of the Issuing Lender (including action not taken by an Issuing Lender), as determined by a court of competent jurisdiction.

     Section 2.19 Replacement of Lenders Invoking Yield Protection.

     If any Replaced Lender shall become affected by any of the changes or events described in Section 2.14, 2.15 or 2.17 and shall petition the Borrower for any increased cost or amounts thereunder, then in such case, the Borrower may, upon at least five (5) Business Days’ notice to the Administrative Agent and such Replaced Lender, designate a Replacement Lender to which such Replaced Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Borrower and the Replaced Lender) of all amounts owed to such Replaced Lender under Section 2.14, 2.15 or 2.17 assign all (but not less than all) of its rights, obligations, Loans and Commitments hereunder; provided that (i) no Default or Event of Default has occurred and is continuing, (ii) all amounts owed to such Replaced Lender by the Borrower (except liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Credit Agreement) have been paid in full as of the date of such assignment, and (iii) in the event that the Replacement Lender is not an existing Lender, the Administrative Agent shall have received the registration and processing fee required by Section 9.6(e). No Lender shall have any obligation to act as a Replacement Lender in accordance with the terms above or to purchase a Commitment, and no Lender shall be responsible for arranging for a Replacement Lender to the extent the Borrower exercises its rights above. Upon any assignment by any Replaced Lender pursuant to this Section 2.19 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Credit Agreement and such Replaced Lender shall thereupon cease to be a “Lender” for all purposes of this Credit Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 2.14, 2.15, 2.17 and 9.5 while such Replaced Lender was a Lender).

     Notwithstanding any Replaced Lender’s failure or refusal to assign its rights, obligations, Loans and Commitment under this Section 2.19, the Replaced Lender shall cease to be a “Lender” for all purposes of this Credit Agreement and the Replacement Lender substituted

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therefor upon payment to the Replaced Lender by the Replacement Lender of all amounts set forth in this Section 2.19 without any further action of the Replaced Lender.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

     To induce the Lenders to enter into this Credit Agreement and to make the Extensions of Credit herein provided for, each of the Credit Parties hereby represents and warrants to the Administrative Agent and to each Lender that:

     Section 3.1 Financial Condition.

     The balance sheets and the related statements of income and of cash flows of the Borrower and its Subsidiaries for fiscal year 2005 audited by Ernst & Young LLP are complete and correct in all material respects and present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the date of such financial statements. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied on a Consistent Basis throughout the periods involved (except as disclosed therein).

     Section 3.2 No Change.

     From November 30, 2005 to and including the Closing Date, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect and the Credit Parties have incurred no material liabilities other than those incurred in the ordinary course of business which are not disclosed on Schedule 6.1(b).

     Section 3.3 Corporate Existence; Compliance with Law.

     Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the requisite power and authority and the legal right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified to conduct business and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to so qualify or be in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including without limitation, Environmental Laws), except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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     Section 3.4 Corporate Power; Authorization; Enforceable Obligations.

     Each of the Credit Parties has the full power and authority and the legal right to make, deliver and perform the Credit Documents to which it is party and has taken all necessary limited liability company or corporate action to authorize the execution, delivery and performance by it of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any Credit Party (other than those which have been obtained) or with the validity or enforceability of any Credit Document against the Credit Parties. Each Credit Document has been duly executed and delivered on behalf of the Credit Parties that are a party thereto. Each Credit Document constitutes a legal, valid and binding obligation of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

     Section 3.5 No Legal Bar; No Default.

     The execution, delivery and performance of the Credit Documents, the borrowings thereunder and the use of the proceeds of the Loans will not violate any Requirement of Law or any Contractual Obligation of the Borrower or its Subsidiaries (except those as to which waivers or consents have been obtained), and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any Requirement of Law or Contractual Obligation other than the Liens arising under or contemplated in connection with the Credit Documents. Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

     Section 3.6 No Material Litigation.

     Except as set forth in Schedule 3.6, as of the Closing Date no material litigation, investigation or proceeding (including without limitation, any environmental proceeding) of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Credit Parties, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues. No litigation, investigation or proceeding (including without limitation, any environmental proceeding) of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Credit Parties, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to the Credit Documents or any Loan or any of the transactions contemplated hereby, or (b) which could reasonably be expected to be adversely determined and if so adversely determined, could reasonably be expected to have a Material Adverse Effect.

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     Section 3.7 Investment Company Act.

     None of the Credit Parties is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

     Section 3.8 Margin Regulations.

     No part of the proceeds of any Loan hereunder will be used directly or indirectly for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. The Borrower and its Subsidiaries taken as a group do not own “margin stock” except as identified in the financial statements referred to in Section 3.1 and, following the application of the proceeds of each Loan, the aggregate value of all “margin stock” owned by the Borrower and its Subsidiaries taken as a group does not exceed 25% of the value of their assets.

     Section 3.9 ERISA.

     Except as set forth in Schedule 3.9, neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except to the extent that any such occurrence or failure to comply would not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has remained underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period which could reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which, as determined in accordance with GAAP, could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan which could reasonably be expected to have a Material Adverse Effect.

     Section 3.10 Purpose of Loans.

     The proceeds of the Loans hereunder shall be used solely by the Borrower to (a) refinance certain existing Indebtedness of the Borrower (including the Existing Credit Facility) and to pay certain fees and expenses related thereto and (b) provide for working capital and other general corporate purposes of the Credit Parties, including track development, Permitted Investments and Permitted Acquisitions. The Letters of Credit shall be used only for transactions entered into by the Borrower for general corporate purposes.

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     Section 3.11 Subsidiaries.

     Set forth on Schedule 3.11 is a complete and accurate list of all Subsidiaries of the Borrower. Information on the attached Schedule includes state of incorporation or organization, federal tax identification numbers, the number and percentage of shares of each class of Capital Stock or other equity interests outstanding, and the number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and similar rights.

     Section 3.12 Ownership.

     Each of the Borrower and its Subsidiaries is the owner of, and has good and marketable title to, all of its respective assets necessary to operate its business in the ordinary course, except as may be permitted pursuant Section 6.13 hereof, and none of such assets is subject to any Lien other than Permitted Liens.

     Section 3.13 Indebtedness.

     Except as otherwise permitted under Section 6.1, the Borrower and its Subsidiaries have no Indebtedness.

     Section 3.14 Taxes.

     Each of the Borrower and its Subsidiaries has filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent, (ii) that are being contested in good faith and by proper proceedings or (iii) which are not material, and against which adequate reserves are being maintained in accordance with GAAP. Neither the Borrower nor any of its Subsidiaries is aware as of the Closing Date of any proposed tax assessments against it or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14, there are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return required to be filed with respect to any of the Credit Parties.

     Section 3.15 Accuracy and Completeness of Information.

     All factual information heretofore, contemporaneously or hereafter furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent, either Arranger or any Lender for purposes of or in connection with this Credit Agreement or any other Credit Document, or any transaction contemplated hereby or thereby, is or will be, at the time it is provided, true and accurate in all material respects and not incomplete by omitting to state any material fact necessary to make such information not misleading. There is no fact now known to the Borrower or any of its Subsidiaries which has, or could reasonably be expected to have, a Material Adverse Effect which fact has not been set forth herein, in the financial statements of the Borrower and its Subsidiaries furnished to the Administrative Agent, the Arrangers and/or

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the Lenders, or in any certificate, opinion or other written statement made or furnished by the Borrower to the Administrative Agent, the Arrangers and/or the Lenders.

     Section 3.16 Possession of Franchises and Licenses.

     Each of the Borrower and its Subsidiaries possesses all material franchises, certificates, licenses, permits and other authorizations from Governmental Authorities, free from material restrictions, that are necessary in any material respect for the ownership, maintenance or operation of its properties and the conduct of its business as presently conducted, and each of the Borrower and its Subsidiaries is not in material violation of any thereof.

     Section 3.17 Claims and Offsets.

     There is no defense, setoff or counterclaim against payment of principal of or interest under the Notes or against any other amounts due or that may become due under the Credit Documents. To the extent permitted by applicable law, each of the Credit Parties hereby forever waives, releases and discharges all defenses, setoffs, counterclaims or claims of any nature (solely with respect to any amounts due or that may become due under the Credit Documents), if any, whether known or unknown, held by such Credit Party against any of the Lenders, any of their Affiliates, any of their officers, directors, shareholders, agents, attorneys and employees, and their respective successors, assigns, heirs and legal representatives.

     Section 3.18 Senior Debt Status.

     The Credit Party Obligations constitute “senior indebtedness” for purposes of the Senior Note Indenture.

     Section 3.19 Anti-Terrorism Laws.

     Neither any Credit Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended. Neither any Credit Party nor any or its Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended, (b) 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 or (c) the Patriot Act. None of the Credit Parties (i) is a blocked person described in section 1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.

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ARTICLE IV

CONDITIONS PRECEDENT

     Section 4.1 Conditions to Closing Date and Initial Revolving Loans.

     This Credit Agreement shall become effective upon, and the obligation of each Lender to make the initial Revolving Loans on the Closing Date is subject to, the satisfaction of the following conditions precedent:

     (a) Execution of Credit Agreement. The Administrative Agent shall have received (i) counterparts of this Credit Agreement, executed by a duly authorized officer of each party hereto and (ii) for the account of each Lender, Revolving Notes and for the account of the Swingline Lender, a Swingline Note, executed by a duly authorized officer of the Borrower.

     (b) Authority Documents. The Administrative Agent shall have received the following:

     (i) Articles of Incorporation. Copies of the articles of incorporation or other charter documents, as applicable, of each Credit Party certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its incorporation.

     (ii) Resolutions. Copies of resolutions of the board of directors of each Credit Party approving and adopting the Credit Documents, the transactions contemplated therein and authorizing execution and delivery thereof, certified by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date.

     (iii) Bylaws. A copy of the bylaws of each Credit Party certified by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date.

     (iv) Good Standing. Copies of (A) certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate governmental authorities of the state of incorporation and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect on the business or operations of the Borrower and its Subsidiaries in such state and (B) a certificate indicating payment of all corporate franchise taxes certified as of a recent date by the appropriate governmental taxing authorities.

     (v) Incumbency. An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as of the Closing Date.

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     (c) Legal Opinions of Counsel. The Administrative Agent shall have received an opinion of Glenn R. Padgett, Vice President and Chief Counsel — Operations for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

     (d) Fees and Expenses. The Administrative Agent shall have received all fees and expenses owed by the Borrower to the Administrative Agent and its legal counsel and the Lenders shall have received all fees owed by the Borrower to the Lenders in connection with the closing.

     (e) Litigation. There shall not exist any pending litigation or investigation affecting or relating to the Borrower or any of its Subsidiaries or this Credit Agreement and the other Credit Documents that in the reasonable judgment of the Administrative Agent could reasonably be expected to be adversely determined and if so adversely determined, could reasonably be expected to have a Material Adverse Effect that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date.

     (f) Corporate Structure. The corporate capital and ownership structure of the Borrower and its Subsidiaries shall be as described in Schedule 3.11.

     (g) Government Consent. The Administrative Agent shall have received evidence that all governmental, shareholder and material third party consents and approvals necessary in connection with the financings and other transactions contemplated hereby have been obtained and all applicable waiting periods have expired without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on such financings and other transactions or that could threaten any of the foregoing.

     (h) Compliance with Laws. The financings and other transactions contemplated hereby shall be in material compliance with all material applicable laws and regulations (including all applicable securities and banking laws, rules and regulations).

     (i) Financial Statements. The Administrative Agent shall have received copies of the financial statements referred to in Section 3.1 hereof, each in form and substance reasonably satisfactory to it.

     (j) Repayment of Existing Indebtedness. All existing Indebtedness for borrowed money of the Subsidiaries of the Borrower (including the Existing Credit Facility, but excluding the existing Indebtedness listed on Schedule 6.1(b)) shall have been repaid in full and terminated and the Administrative Agent shall have received such evidence of such repayment and termination as the Administrative Agent may reasonably require.

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     (k) Account Designation Letter. The Administrative Agent shall have received the executed Account Designation Letter in the form of Schedule 1.1(a) hereto.

     (l) Closing Officer’s Certificate. The Administrative Agent shall have an officer’s certificate from a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent.

     (m) Additional Matters. All other documents and legal matters in connection with the transactions contemplated by this Credit Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

     Section 4.2 Conditions to All Extensions of Credit.

     The obligation of each Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit:

     (a) Representations and Warranties. The representations and warranties made by the Credit Parties herein or which are contained in any certificate furnished at any time under or in connection herewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date.

     (b) No Default or Event of Default. Neither any Event of Default, nor any Default that can be cured with the payment of money, shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Credit Agreement.

     (c) Compliance with Commitments. Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations shall not exceed the Revolving Committed Amount, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the Swingline Loans shall not exceed the Swingline Committed Amount.

     (d) Additional Conditions to Revolving Loans. If such Loan is made pursuant to Section 2.1, all conditions set forth in such Section shall have been satisfied.

     (e) Additional Conditions to Swingline Loan. If such Loan is made pursuant to Section 2.2, all conditions set forth in such Section shall have been satisfied.

     (f) Additional Conditions to Letters of Credit. If such Extension of Credit is made pursuant to Section 2.3, all conditions set fort in such Section shall have been satisfied.

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     Each request for an Extension of Credit and each acceptance by the Borrower of any such Extension of Credit shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Extension of Credit that the applicable conditions in paragraphs (a) through (f) of this Section have been satisfied.

ARTICLE V

AFFIRMATIVE COVENANTS

     The Credit Parties hereby covenant and agree that on the Closing Date, and thereafter for so long as this Credit Agreement is in effect and until the Commitments have terminated, no Note remains outstanding and unpaid and the Credit Party Obligations, together with interest, fees and all other amounts owing to the Administrative Agent or any Lender hereunder, are paid in full, the Credit Parties shall, and shall cause each of their Subsidiaries (other than in the case of Sections 5.1 or 5.2 hereof), to:

     Section 5.1 Financial Statements.

     Furnish to the Administrative Agent and each of the Lenders:

     (a) Annual Financials. As soon as available, and in any event no later than the earlier of (i) the date the Borrower is required by the SEC to deliver its Form 10-K for any fiscal year of the Borrower (taking into account any extension of the time to file by the SEC) and (ii) ninety (90) days after the end of each fiscal year of the Borrower, the Borrower shall furnish a copy of the consolidated financial statements of the Borrower prepared in accordance with GAAP applied on a Consistent Basis, together with an unqualified letter of an independent certified public accounting firm selected by the Borrower and reasonably acceptable to the Required Lenders and such other information as may be reasonably requested by the Required Lenders. Such statements shall include a balance sheet, a statement of income and expenses, a statement of cash flow and such other and further reports and schedules as may reasonably be requested by the Required Lenders, including without limitation verification of the Borrower’s compliance with the financial covenants set forth in Section 5.8. Such statements shall be certified as to their correctness by a Responsible Officer of Borrower.

     (b) Quarterly Financials. As soon as available, and in any event no later than the earlier of (i) the date the Borrower is required by the SEC to deliver its Form 10-Q for any fiscal quarter of the Borrower (taking into account any extension of the time to file by the SEC) and (ii) forty-five (45) days after the end of each fiscal quarter of the Borrower (other than the last fiscal quarter of each fiscal year), the Borrower shall furnish to each Lender a copy of the unaudited management-prepared quarterly consolidated financial statements of the Borrower, prepared in accordance with GAAP applied on a Consistent Basis. Such statements shall include a balance sheet, a statement of income and expenses, a statement of cash flow and such other and further reports and schedules as may reasonably be requested by the Required Lenders, and verification of the

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Borrower’s compliance with the financial covenants set forth in Section 5.8. Such statements shall also be certified as to their correctness by a Responsible Officer of the Borrower.

     Section 5.2 Certificates; Other Information.

     Furnish to the Administrative Agent and each of the Lenders:

     (a) concurrently with the delivery of the financial statements referred to in Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any violation of the financial covenants contained in Section 5.8, except as specified in such certificate;

     (b) concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b) above, a certificate of a Responsible Officer, substantially in the form of Schedule 5.2(b), stating that, to the best of such Responsible Officer’s knowledge, each of the Credit Parties during such period observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or satisfied by it, that no financial statement accompanying such certificate contains any untrue statement or omits to state a material fact necessary to make the facts contained therein not misleading and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.8 as of the last day of such period;

     (c) promptly upon receipt thereof, a copy of any other audit report or “management letter” submitted by independent accountants to the Borrower or any of its Subsidiaries in connection with any annual, interim or special audit of the books of such Person which identifies a weakness in the internal control structure;

     (d) after the occurrence and during the continuation of an Event of Default, access to the unaudited consolidating financial statements of the Borrower and its Subsidiaries at the offices of the Borrower;

     (e) promptly, but in no event later than three (3) Business Days after any change in the Debt Rating, notice of the new Debt Rating; and

     (f) promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender, may from time to time reasonably request.

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     Section 5.3 Payment of Obligations.

     Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, in accordance with industry practice (subject, where applicable, to specified grace periods) all its material obligations of whatever nature (including, without limitation, taxes, assessments and governmental charges or levies) and any additional costs that are imposed as a result of any failure to so pay, discharge or otherwise satisfy such obligations, except when the amount or validity of such obligations and costs is currently being contested in good faith by appropriate proceedings and reserves, if applicable, in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.

     Section 5.4 Conduct of Business and Maintenance of Existence.

     Continue to engage in business of the same general type as now conducted by it on the Closing Date and preserve, renew and keep in full force and effect its corporate, partnership or limited liability company existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business; comply with all Contractual Obligations and Requirements of Law applicable to it except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

     Section 5.5 Maintenance of Property; Insurance.

     (a) Keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and obsolescence excepted); and

     (b) Maintain with financially sound and reputable insurance companies insurance on all its material property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business (including, without limitation, hazard and other relevant coverage); and furnish to the Administrative Agent, upon written request, full information as to the insurance carried; provided, however, that the Borrower and its Subsidiaries may maintain self insurance plans to the extent companies of similar size and in similar businesses do so.

     Section 5.6 Inspection of Property; Books and Records; Discussions.

     Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities; and except as limited by the Credit Agreement or any Confidentiality Agreement executed by any Lender, permit, during regular business hours and upon reasonable notice by the Administrative Agent or any Lender, the Administrative Agent or any Lender (and their respective representatives) to visit and inspect any of its properties and examine and make abstracts from any of its consolidated books and records (other than materials protected by the attorney-client privilege and materials which the

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Borrower may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants; provided that the Administrative Agent and the Lenders as a group shall be limited to one visit and inspection per calendar year; provided further, that during the existence of a Default or Event of Default, (a) the foregoing limitation on the number of visits and inspections shall not apply and any visit and inspection made during such period shall not be taken into account for purposes of such limitation and (b) any inspection of the books and records of the Borrower and its Subsidiaries (and any abstracts made thereof) shall not be limited to only “consolidated” books and records.

     Section 5.7 Notices.

     Give prompt notice in writing to the Administrative Agent (which shall promptly transmit such notice to each Lender) of:

     (a) the occurrence of any Default or Event of Default;

     (b) the occurrence of any default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect;

     (c) any litigation, or any investigation or proceeding known to the Borrower or any of its Subsidiaries, affecting the Borrower or any of its Subsidiaries which could reasonably be expected to be adversely determined and, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

     (d) (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC, any Credit Party, any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan; and

     (e) any other development or event which could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Credit Parties propose to take with respect thereto. In the case of any notice of a Default or Event of Default, the Borrower shall specify that such notice is a Default or Event of Default notice on the face thereof.

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     Section 5.8 Financial Covenants.

     Commencing on the day immediately following the Closing Date, the Borrower shall, and shall cause each of its Subsidiaries to, comply with the following financial covenants:

     (a) Leverage Ratio. The Leverage Ratio, as of the last day of each fiscal quarter of the Borrower, shall be less than or equal to 3.50 to 1.0; provided that the Leverage Ratio required pursuant to this Section 5.8(a) shall be increased to 4.00 to 1.0 for the four quarters ending after any Permitted Acquisition and, for purposes of determining compliance with this Section 5.8(a) on a Pro Forma Basis, for the fiscal quarter ending on the date of such Permitted Acquisition or immediately prior thereto.

     (b) Interest Coverage Ratio. The Interest Coverage Ratio, as of the last day of each fiscal quarter of the Borrower, shall be greater than or equal to 2.50 to 1.0.

     Section 5.9 Additional Subsidiary Guarantors.

     The Credit Parties will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing (except as to certain Subsidiaries existing as of the date hereof which are expressly prohibited by a Contractual Obligation from guaranteeing the Credit Party Obligations and except for non-wholly owned Subsidiaries of the Borrower which are designated by the Borrower from time to time), to promptly become a Guarantor hereunder by way of execution of a Joinder Agreement.

     Section 5.10 Compliance with Law.

     The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities (including without limitation, Environmental Laws), applicable to it and its Property if noncompliance with any such law, rule, regulation, order or restriction could reasonably be expected to have a Material Adverse Effect.

     Section 5.11 Post-Closing Requirement.

     Within sixty (60) days after the Closing Date (or such extended period of time as agreed to by the Administrative Agent), the Administrative Agent shall have received copies of (i) the articles of incorporation or other charter documents, as applicable and (ii) certificates of good standing, existence or its equivalent, as applicable, of each Credit Party organized or incorporated in Pennsylvania, in each case certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state of its incorporation or organization, as applicable.

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ARTICLE VI

NEGATIVE COVENANTS

     Each of the Credit Parties hereby covenants and agrees that on the Closing Date, and thereafter for so long as this Credit Agreement is in effect and until the Commitments have terminated, no Note remains outstanding and unpaid and the Credit Party Obligations, together with interest, fees and all other amounts owing to the Administrative Agent or any Lender hereunder, are paid in full, unless the Required Lenders shall otherwise consent in writing, such Credit Party will not, nor will it permit any of its Subsidiaries to, either directly or indirectly:

     Section 6.1 Subsidiary Indebtedness.

     Permit any Subsidiary of the Borrower to incur, create, assume or permit to exist any Indebtedness or any liability on account of borrowed money, represented by any notes, bonds, debentures or similar obligations, or on account of the deferred purchase price of any property, or any other deposits, advance or progress payments under contracts, except:

     (a) Indebtedness and liabilities arising hereunder and under the Notes;

     (b) Indebtedness existing as of the Closing Date (and set forth in Schedule 6.1(b) hereto) and renewals, refinancings and extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension;

     (c) Indebtedness incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing;

     (d) intercompany Indebtedness between Credit Parties;

     (e) Indebtedness assumed as a portion of the consideration for a Permitted Acquisition; provided that (i) such Indebtedness shall not be incurred in contemplation of such Permitted Acquisition and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing;

     (f) Indebtedness incurred to finance Permitted Acquisitions or track development; provided that (i) such Indebtedness shall not exceed the cost of such acquisition or development and any expenses reasonably related thereto, (ii) such Indebtedness shall not be secured by assets of the Credit Parties and their Subsidiaries other than any assets acquired or developed with the proceeds of such Indebtedness and any other assets of the Subsidiary that acquires such assets or develops such track, (iii) after giving effect to the incurrence of such Indebtedness on a pro forma basis, the Credit Parties shall be

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in compliance with Section 5.8(a) and (iv) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing;

     (g) other Indebtedness and liabilities in an aggregate principal amount not to exceed $30,000,000 at any time outstanding; and

     (h) Guaranty Obligations with respect to the foregoing Indebtedness and liabilities.

     Section 6.2 Liens.

     Contract, create, incur, assume or permit to exist any Lien with respect to any of their respective property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except for Permitted Liens.

     Section 6.3 Nature of Business.

     Alter the character of their business in any material respect from that conducted as of the Closing Date.

     Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc.

     (a) Dissolve, liquidate or wind up their affairs or enter into any transaction of merger or consolidation; provided, however that (i) the Borrower may merge or consolidate with any Subsidiary so long as the Borrower shall be the continuing or surviving corporation, (ii) any Domestic Subsidiary of the Borrower may be merged with or into any other Domestic Subsidiary of the Borrower (iii) the Borrower or any Subsidiary of the Borrower may merge with any other Person in connection with a Permitted Acquisition if the Borrower or such Subsidiary shall be the continuing or surviving corporation.

     (b) Make any Asset Dispositions (including, without limitation, any Sale Leaseback Transaction) other than (i) Specified Sales, (ii) the 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 Borrower’s or any such Subsidiary’s business, (iii) any issuance by the Borrower or any Subsidiary of (A) shares of its Capital Stock, (B) any shares of its Capital Stock pursuant to the exercise of options or warrants or (C) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity, (iv) Sale Leaseback Transactions set forth on Schedule 6.4(b) hereto, (v) Asset Dispositions between or among Credit Parties or (vi) such other Asset Dispositions (excluding for purposes hereof, any sale or other disposition of Capital Stock of a Credit Party); provided that (A) the consideration for such assets disposed of represents the fair market value of such assets at the time of such Asset Disposition; and (B) the cumulative net book value of all

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Asset Dispositions by the Borrower and any of its Subsidiaries during any single fiscal year shall not exceed fifteen percent (15%) of the Total Shareholders’ Equity;

     (c) Acquire all or substantially all of the assets or business of any Person except in connection with a Permitted Acquisition.

     Section 6.5 Advances, Investments and Loans.

     Lend money or extend credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or otherwise make an Investment in, any Person except for Permitted Investments; provided that immediately before and after giving effect to any Permitted Investment, no Default or Event of Default shall exist.

     Section 6.6 Issuance of Subsidiary Equity Securities.

     Issue, sell, transfer, pledge or otherwise dispose of any shares of Capital Stock or other equity or ownership interests (“Equity Interests”) in any Subsidiary, except (a) in connection with the sale of all of the Capital Stock of a Subsidiary pursuant to a transaction permitted by Section 6.4(b), (b) the issuance, sale or transfer of Equity Interests by a Subsidiary (the “Issuing Subsidiary”) to the Borrower or a Subsidiary of the Borrower that owns such Issuing Subsidiary and (c) as needed to qualify directors under applicable law.

     Section 6.7 Transactions with Affiliates; Modification of Documentation.

     (a) Except as permitted in clause (e) of the definition of Permitted Investments, enter into or permit to exist any transaction or series of transactions, whether or not in the ordinary course of business, with any officer, director, shareholder, Subsidiary or Affiliate other than (i) customary fees and expenses paid to directors, (ii) where such transactions are on terms and conditions substantially as favorable as would be obtainable in a comparable arm’s-length transaction with a Person other than an officer, director, shareholder, Subsidiary or Affiliate, (iii) the Kansas Keepwell Agreement and the Chicago Agreement, and (iv) provided that no Default or Event of Default shall result therefrom, transactions involving payments to the France Family individually (or family-related entities controlled by France Family members) or to NASCAR in the ordinary course of business in accordance with past practices of the Credit Parties.

     (b) Permit the Borrower or any Subsidiary to, if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, amend or modify (or permit the amendment or modification of) any of the terms of any Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof

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     Section 6.8 Fiscal Year; Accounting Method; Organizational Documents.

     Unless required by applicable law or GAAP, change its fiscal year or method of accounting or amend, modify or change its articles of incorporation in any manner adverse to the Lenders (or corporate charter or other similar organizational document) or bylaws (or other similar document) without the prior written consent of the Required Lenders.

     Section 6.9 Limitation on Restricted Actions.

     Except as set forth on Schedule 6.9, create or permit to exist any restriction of any kind on the ability of any Subsidiary to (a) pay dividends or make any other distributions to the Borrower or any of its Subsidiaries, (b) pay Indebtedness owed to the Borrower or any of its Subsidiaries, (c) make loans or advances to the Borrower or any of its Subsidiaries or (d) transfer any of its properties or assets to the Borrower or any of its Subsidiaries.

     Section 6.10 Extraordinary Dividends and Other Payments.

     (a) Directly or indirectly purchase, redeem or otherwise retire any Capital Stock in advance of a regularly scheduled date for such retirement, or apply or set apart any of its assets therefor, other than repurchases, redemptions or retirements in connection with the Borrower’s long-term incentive compensation plans approved by the Borrower’s shareholders and on file with the SEC, (b) make any other extraordinary distribution (by reduction of capital or otherwise) in respect of any such Capital Stock (other than (i) transfers expressly permitted herein and (ii) ordinary dividends in an amount not to exceed (A) on an annual basis, an amount equal to ten percent (10%) of the Total Shareholders’ Equity and (B) on an aggregate basis, an amount equal to twenty-five percent (25%) of the Total Shareholders’ Equity), or agree to do any of the foregoing, (c) open market repurchases of Capital Stock of the Borrower in an amount not to exceed (i) on an annual basis, an amount equal to ten percent (10%) of the Total Shareholders’ Equity and (ii) on an aggregate basis, an amount equal to twenty-five percent (25%) of the Total Shareholders’ Equity or (d) make any loan or other payment (other than (i) salary and other payments expressly permitted herein, (ii) payments of Indebtedness permitted by Section 6.1, (iii) payments owing under the Kansas Keepwell Agreement and the Chicago Agreement and (iv) payments owing to any Affiliate).

     Section 6.11 Major Motorsports Events.

     Voluntarily change the scope and magnitude of major motorsports events conducted at facilities controlled by the Borrower or any of its Subsidiaries except to the extent that any such change could not reasonably be expected to have a Material Adverse Effect.

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ARTICLE VII

EVENTS OF DEFAULT

     Section 7.1 Events of Default.

     An Event of Default shall exist upon the occurrence of any of the following specified events (each an “Event of Default”):

     (a) (i) The Borrower shall fail to pay any principal on any Note when due in accordance with the terms thereof or hereof; or (ii) the Borrower shall fail to reimburse the Issuing Lender for any LOC Obligations within two Business Days after such LOC Obligations become due in accordance with the terms hereof; or (iii) the Borrower shall fail to pay any interest on any Note or any fee or other amount payable hereunder within three Business Days after such interest or fee or amount becomes due in accordance with the terms thereof or hereof; or (iv) any Guarantor shall fail to pay on the Guaranty in respect of any of the foregoing or in respect of any other Guaranty Obligations hereunder; or

     (b) Any representation or warranty made or deemed made herein or in any of the other Credit Documents or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Credit Agreement shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made or reaffirmed; or

     (c) (i) Any Credit Party shall fail to perform, comply with or observe any term, covenant or agreement applicable to it contained in Section 5.7(a), Section 5.8 or Article VI hereof; or (ii) any Credit Party shall fail to comply with any other covenant contained in this Credit Agreement or the other Credit Documents or any other agreement, document or instrument among any Credit Party, the Administrative Agent and the Lenders or executed by any Credit Party in favor of the Administrative Agent or the Lenders (other than as described in Sections 7.1(a) or 7.1(c)(i) above), and in the event such breach or failure to comply is capable of cure, is not cured within thirty (30) days of its occurrence; or

     (d) The occurrence of an event of default under the Kansas Keepwell Agreement or the Chicago Agreement; or

     (e) The Borrower or any of its Subsidiaries shall (i) default in any payment of principal of or interest on any Indebtedness in a principal amount outstanding of at least $10,000,000 in the aggregate for the Borrower and any of its Subsidiaries beyond the period of grace (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness in a principal amount outstanding of at least $10,000,000 in the aggregate for the Borrower and its Subsidiaries or contained in any instrument or agreement evidencing, securing or

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relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or

     (f) (i) The Borrower or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) the Borrower or any Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

     (g) One or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving in the aggregate a liability (to the extent not paid when due or covered by insurance) of $10,000,000 or more and all such judgments or decrees shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

     (h) (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of any Credit Party or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a Trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV

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of ERISA, (v) any Credit Party or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could have a Material Adverse Effect; or

     (i) (i) the France Family shall fail to own capital stock of the Borrower which represents a majority of the voting power of the Borrower or (ii) during any period of up to 24 consecutive months, commencing after the Closing Date, individuals who at the beginning of such 24 month period were directors of the Borrower (together with any new director whose election by the Borrower’s Board of Directors or whose nomination for election by the Borrower’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 Borrower then in office; or

     (j) The Guaranty or any provision thereof shall cease to be in full force and effect or any Guarantor or any Person acting by or on behalf of any Guarantor shall deny or disaffirm any Guarantor’s obligations under the Guaranty; or

     (k) Any other Credit Document shall fail to be in full force and effect or to give the Administrative Agent and/or the Lenders the rights, powers and privileges purported to be created thereby (except as such documents may be terminated or no longer in force and effect in accordance with the terms thereof, other than those indemnities and provisions which by their terms shall survive); or

     (l) There shall occur and be continuing any Event of Default under and as defined in Senior Note Indenture or the Credit Party Obligations shall cease to be classified as “senior indebtedness” under the Senior Note Indenture.

     Section 7.2 Acceleration; Remedies.

     Upon the occurrence of an Event of Default, then, and in any such event, (a) if such event is an Event of Default specified in Section 7.1(f) above, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all other amounts under the Credit Documents (including without limitation the maximum amount of all contingent liabilities under Letters of Credit) shall immediately become due and payable, and (b) if such event is any other Event of Default, with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, take any of the following actions: (i) by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) by notice of default to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Credit Agreement and the Notes to be due and payable forthwith and direct the Borrower to pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then outstanding

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Letters of Credit an amount equal to the maximum amount of which may be drawn under Letters of Credit then outstanding, whereupon the same shall immediately become due and payable; and (iii) by notice of default to the Borrower, exercise any other right or remedy available to the Administrative Agent and the Lenders under the Credit Documents or applicable law.

ARTICLE VIII

THE AGENT

     Section 8.1 Appointment.

     Each Lender hereby irrevocably designates and appoints Wachovia as the Administrative Agent of such Lender under this Credit Agreement, and each such Lender irrevocably authorizes Wachovia, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Credit Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Credit Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or otherwise exist against the Administrative Agent.

     Section 8.2 Delegation of Duties.

     The Administrative Agent may execute any of its duties under this Credit Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Administrative Agent may appoint one of its Affiliates as its agent to perform the functions of the Administrative Agent hereunder relating to the advancing of funds to the Borrower and distribution of funds to the Lenders and to perform such other related functions of the Administrative Agent hereunder as are reasonably incidental to such functions.

     Section 8.3 Exculpatory Provisions.

     Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Credit Agreement (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Credit Parties or any officer thereof contained in this Credit Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or for the value,

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validity, effectiveness, genuineness, enforceability or sufficiency of any of the Credit Documents or for any failure of any of the Credit Parties to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance by the Credit Parties of any of the agreements contained in, or conditions of, this Credit Agreement, or to inspect the properties, books or records of the Credit Parties.

     Section 8.4 Reliance by Administrative Agent.

     The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless (a) a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent and (b) the Administrative Agent shall have received the written agreement of such assignee to be bound hereby as fully and to the same extent as if such assignee were an original Lender party hereto, in each case in form satisfactory to the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Credit Documents in accordance with a request of the Required Lenders or all of the Lenders, as may be required under this Credit Agreement, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes.

     Section 8.5 Notice of Default.

     The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or a Credit Party referring to this Credit Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, however, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Credit Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the Lenders, as the case may be.

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     Section 8.6 Non-Reliance on Administrative Agent and Other Lenders.

     Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Credit Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

     Section 8.7 Indemnification.

     The Lenders agree to indemnify the Administrative Agent in its capacity hereunder (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective Commitment Percentages in effect on the date on which indemnification is sought under this Section, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Notes) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of any Credit Document or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction. The agreements in this Section 8.7 shall survive the termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder.

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     Section 8.8 Administrative Agent in Its Individual Capacity.

     The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties as though the Administrative Agent were not the Administrative Agent hereunder. With respect to its Loans made or renewed by it and any Note issued to it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

     Section 8.9 Successor Administrative Agent.

     The Administrative Agent may resign as Administrative Agent upon 30 days’ prior notice to the Borrower and the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Credit Agreement and the Notes, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be approved by the Borrower, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Credit Agreement or any holders of the Notes. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

     Section 8.10 Nature of Duties.

     Except as otherwise expressly stated herein, any agent or arranger listed on the cover page to this Credit Agreement (other than the Administrative Agent) shall have no obligations, responsibilities or duties under this Credit Agreement or under any other Credit Document other than obligations, responsibilities and duties applicable to all Lenders in their capacity as the Lenders; provided, however, that any such agent shall be entitled to the same rights, protections, exculpations, notices and indemnifications granted to the Administrative Agent under this Article VIII in their capacity as an agent hereunder.

ARTICLE IX

MISCELLANEOUS

     Section 9.1 Amendments and Waivers.

     Neither this Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section nor may be released except as

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specifically provided herein or in accordance with the provisions of this Section 9.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification or release shall:

     (i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (other than interest at the increased post-default rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby, or

     (ii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders or release all or substantially all of the Guarantors from their obligations hereunder, without the written consent of all the Lenders, or

     (iii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent, or

     (iv) amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of the Required Lenders or all of the Lenders as the case may be; provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative Agent or the Issuing Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent and/or the Issuing Lender, as applicable, in addition to the Lenders required hereinabove to take such action.

     Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Credit Parties, the Lenders, the Administrative Agent and all future holders of the Notes. In the case of any waiver, the Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

     Notwithstanding any of the foregoing to the contrary, (A) the consent of the Credit Parties shall not be required for any amendment, modification or waiver of the provisions of

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Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Credit Parties of any such amendment, modification or waiver, and (B) in the event the Borrower’s debt rating shall be determined by a ratings agency in lieu of Moody’s or S&P, at the request of the Borrower and with the approval of the Required Lenders, such ratings agency shall be substituted herein for the purposes of determining the Debt Rating and the Applicable Margin. In addition, the Credit Parties and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by any Credit Party, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Credit Parties and each Lender.

     Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

     Section 9.2 Notices.

     Except as otherwise provided in Article II, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) when delivered by hand, (b) when transmitted via telecopy (or other facsimile device) to the number set out herein, (c) the day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case addressed to the respective parties hereto as set forth on Schedule 9.2, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Notes. All notices, requests and demands provided to either Arranger shall also be delivered to the Administrative Agent in accordance with this Section 9.2.

     Section 9.3 No Waiver; Cumulative Remedies.

     No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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     Section 9.4 Survival of Representations and Warranties.

     All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Credit Agreement and the Notes and the making of the Loans; provided that all such representations and warranties shall terminate on the date upon which the Commitments have been terminated and all amounts owing hereunder and under any Notes have been paid in full.

     Section 9.5 Payment of Expenses and Taxes.

     The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Arrangers for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and the Arrangers, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, each Arranger, each Bookrunner and the Administrative Agent and their Affiliates (each an “indemnified party”) harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to an indemnified party with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified party, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder.

     Section 9.6 Successors and Assigns; Participations; Purchasing Lenders.

     (a) This Credit Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and assigns, except that the Credit Parties may not assign

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or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the prior written consent of each Lender.

     (b) Any Lender may, in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder, in each case in minimum amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or, if such participation is to an Affiliate of such Lender, such lesser amount as agreed to by the Borrower). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Credit Agreement to the other parties to this Credit Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Credit Agreement, and the Credit Parties and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of any participant if the Participant’s participation is not increased as a result thereof), (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; provided that each Participant shall be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.5 with respect to its participation in the Commitments and the Loans outstanding from time to time; provided further, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.

     (c) Any Lender may, in accordance with applicable law, at any time, sell or assign to any wholly-owned Affiliate of such Lender in existence as of the Closing Date (or on the date such Lender became a party hereto) or, with the consent of the Administrative Agent and, so long as no Event of Default or Default that can be cured

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with the payment of money has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed), to one or more other Affiliates, Lenders, banks or financial institutions (“Purchasing Lenders”), all or any part of its rights and obligations under this Credit Agreement and the Notes in minimum amounts of $5,000,000 with respect to its Revolving Commitment and its Revolving Loans (or, if less, the entire amount of such Lender’s obligations), pursuant to a Commitment Transfer Supplement, executed by such Purchasing Lender and such transferor Lender (and the Administrative Agent and, so long as no Event of Default or Default that can be cured with the payment of money has occurred and is continuing, the Borrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, if the Borrower refuses to grant its consent to any such sale or assignment and fails to obtain a substitute purchaser reasonably satisfactory to the selling Lender and the Administrative Agent within thirty (30) days after such refusal, the Borrower shall be deemed to have granted its consent to such sale or assignment. Upon such execution, delivery, acceptance and recording, from and after the Transfer Effective Date specified in such Commitment Transfer Supplement, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Credit Agreement (and, in the case of a Commitment Transfer Supplement covering all or the remaining portion of a transferor Lender’s rights and obligations under this Credit Agreement, such transferor Lender shall cease to be a party hereto). Such Commitment Transfer Supplement shall be deemed to amend this Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Credit Agreement and the Notes. On or prior to the Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower shall execute and deliver to the Administrative Agent in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked “canceled”.

     (d) The Administrative Agent shall maintain at its address referred to in Section 9.2 a copy of each Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all

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purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

     (e) Upon its receipt of a duly executed Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500 for each Purchasing Lender listed in such Commitment Transfer Supplement and the Notes subject to such Commitment Transfer Supplement, the Administrative Agent shall (i) accept such Commitment Transfer Supplement, (ii) record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the Borrower.

     (f) The Credit Parties authorize each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Credit Parties and their Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Credit Agreement or which has been delivered to such Lender by or on behalf of the Credit Parties in connection with such Lender’s credit evaluation of the Credit Parties and their Affiliates prior to becoming a party to this Credit Agreement, in each case subject to Section 9.15 and in each case subject to the prior consent of the Borrower, such consent not to be unreasonably withheld.

     (g) At the time of each assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a Tax Exempt Certificate) described in Section 2.17.

     (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Credit Agreement (including, without limitation, any right to payment of principal and interest under any Note) to any Federal Reserve Bank in accordance with applicable laws.

     Section 9.7 Adjustments; Set-off.

     (a) Each Lender agrees that if any Lender (a “benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(f), or otherwise) in a greater proportion than any such payment to any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, as shall be necessary to cause such benefited Lender to share the excess payment ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or

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benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

     (b) In addition to any rights and remedies of the Lenders provided by law (including, without limitation, other rights of set-off), each Lender shall have the right, without prior notice to the Credit Parties, any such notice being expressly waived by the Credit Parties to the extent permitted by applicable law, upon the occurrence of any Event of Default, to setoff and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch, agency or Affiliate thereof to or for the credit or the account of any Credit Party, or any part thereof in such amounts as such Lender may elect, against and on account of the Credit Party Obligations of such Credit Party hereunder and claims of every nature and description of the Administrative Agent and the Lenders against such Credit Party, in any currency, whether arising hereunder, under the Notes or under any documents contemplated by or referred to herein or therein, as such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The aforesaid right of set-off may be exercised by such Lender against such Credit Party or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of such Credit Party, or against anyone else claiming through or against such Credit Party or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Lender agrees promptly to notify the applicable Credit Party and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

     Section 9.8 Table of Contents and Section Headings.

     The table of contents and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing this Credit Agreement.

     Section 9.9 Counterparts.

     This Credit Agreement may be executed by one or more of the parties to this Credit Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Credit Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

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     Section 9.10 Effectiveness.

     This Credit Agreement shall become effective on the date on which all of the parties have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Administrative Agent pursuant to Section 9.2 or, in the case of the Lenders, shall have given to the Administrative Agent written, telecopied or telex notice (actually received) at such office that the same has been signed and mailed to it.

     Section 9.11 Severability.

     Any provision of this Credit Agreement which 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 not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 9.12 Integration.

     This Credit Agreement and the Notes represent the agreement of the Credit Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Credit Parties or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the Notes.

     Section 9.13 Governing Law.

     This Credit Agreement and the Notes and the rights and obligations of the parties under this Credit Agreement and the Notes shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

     Section 9.14 Consent to Jurisdiction and Service of Process.

     All judicial proceedings brought against any Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. Each of the Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Credit Parties to be effective and binding service in every respect. Each of the Credit Parties, the Administrative Agent and the Lenders

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irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against any Credit Party in the court of any other jurisdiction.

     Section 9.15 Confidentiality.

     The Administrative Agent and each Lender party to this Credit Agreement as of the date hereof have each executed a Confidentiality Agreement with the Borrower. Each Purchasing Lender agrees to execute a Confidentiality Agreement with the Borrower in the same form as the Confidentiality Agreement executed by its transferor Lender or in a modified form acceptable to the Borrower. The Administrative Agent and each of the Lenders agree it will use its best efforts not to disclose without the prior consent of the Borrower (other than to its employees, affiliates, auditors or counsel or to another Lender) any information with respect to the Borrower and its Subsidiaries which is furnished pursuant to this Credit Agreement, any other Credit Document or any documents contemplated by or referred to herein or therein and which is designated by the Borrower to the Lenders in writing as confidential or as to which it is otherwise reasonably clear such information is not public, except that any Lender may disclose any such information (a) as has become generally available to the public other than by a breach of this Section 9.15, (b) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or the Office of the Comptroller of the Currency or the National Association of Insurance Commissioners or similar organizations (whether in the United States or elsewhere) or their successors, (c) as may be required or appropriate in response to any summons or subpoena or any law, order, regulation or ruling applicable to such Lender, (d) to any prospective Participant or assignee in connection with any contemplated transfer pursuant to Section 9.6; provided that such prospective transferee shall have been made aware of this Section 9.15 and shall have agreed to be bound by its provisions as if it were a party to this Credit Agreement or (e) to Gold Sheets and other similar bank trade publications; such information to consist of deal terms and other information regarding the credit facilities evidenced by this Credit Agreement customarily found in such publications.

     Notwithstanding anything herein to the contrary, each party hereto may disclose any information related to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4); provided that (i) with respect to any item that contains information concerning the tax treatment or tax structure of the transaction, this paragraph shall only apply to such portions of the item that relate to the tax treatment or tax structure of the Loans and transactions contemplated hereby and (ii) nothing in this Section 9.15 shall be construed to require a party hereto that receives any tax opinion or other tax analysis to deliver or disclose such opinion or analysis to any other party hereto.

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     Section 9.16 Acknowledgments.

     Each of the Credit Parties hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and delivery of each Credit Document;

     (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to such Credit Party arising out of or in connection with this Credit Agreement and the relationship between Administrative Agent and Lenders, on one hand, and such Credit Party, on the other hand, in connection herewith is solely that of debtor and creditor; and

     (c) no joint venture exists among the Lenders or among the Borrower and the Lenders.

     Section 9.17 Waivers of Jury Trial; Waiver of Consequential Damages.

     THE CREDIT PARTIES AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. Each of the parties to this Credit Agreement agrees not to assert any claim against any other party hereto or any of their respective directors, officers, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein and in the other Credit Documents.

     Section 9.18 Replacement of Lenders After Merger.

     To the extent a Replaced Lender merges with a financial institution that is not an existing Lender, the Borrower may, upon at least five (5) Business Days’ notice to the Administrative Agent and such Lender, designate a Replacement Lender to which such Lender shall assign at par all or a portion of its rights, obligations, Loans and Commitments hereunder; provided that (i) no Default or Event of Default has occurred and is continuing, (ii) all amounts owed to such Replaced Lender by the Borrower (except liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Credit Agreement) have been paid in full as of the date of such assignment to the extent of such assignment, and (iii) in the event that the Replacement Lender is not an existing Lender, the Administrative Agent shall have received the registration and processing fee required by Section 9.6(e). To the extent an existing Lender merges with another existing Lender, the Borrower may, upon at least five (5) Business Days’ notice to the Administrative Agent and such surviving Lender, designate a Replacement Lender to which such surviving Lender shall assign at par a portion of its Commitments and outstanding Loans in an amount necessary to reduce the outstanding Loans (if any) and Commitments of such surviving Lender to a level acceptable to the Borrower in light of the amount of outstanding Loans (if any) and Commitments of the two Lenders that merged, but no less than the highest amount of outstanding Loans (if any) and the highest Commitment of the two Lenders that

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merged. No Lender shall have any obligation to act as a Replacement Lender in accordance with the terms above or to purchase a Commitment or portion of a Commitment of any other Lender, and no Lender shall be responsible for arranging for a Replacement Lender to the extent the Borrower exercises its rights above. Upon any assignment by any Replaced Lender pursuant to this Section 9.18 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Credit Agreement and such Replaced Lender shall thereupon cease to be a “Lender” for all purposes of this Credit Agreement to the extent of such assignment.

     Notwithstanding any Replaced Lender’s failure or refusal to assign its rights, obligations, Loans and Commitment under this Section 9.18, the Replaced Lender shall cease to be a “Lender” for all purposes of this Credit Agreement to the extent of such assignment and the Replacement Lender substituted therefor to the extent of such assignment upon payment to the Replaced Lender by the Replacement Lender of all amounts set forth in this Section 9.18 without any further action of the Replaced Lender.

     Section 9.19 Patriot Act Notice.

     Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies the Borrower that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.

ARTICLE X

GUARANTY

     Section 10.1 The Guaranty.

     In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Guaranteed Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and under any Guaranteed Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the Credit Party Obligations becomes due and payable hereunder or under any Guaranteed Hedging Agreement, each Credit Party unconditionally promises to pay such Credit Party Obligations to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the

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Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection.

     Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

     Section 10.2 Bankruptcy.

     Additionally, each of the Guarantors unconditionally and irrevocably guarantees jointly and severally the payment of any and all Credit Party Obligations of the Borrower to the Lenders and any Hedging Agreement Provider whether or not due or payable by the Borrower upon the occurrence of any of the events specified in Section 7.1(f), and unconditionally promises to pay such Credit Party Obligations to the Administrative Agent for the account of the Lenders and to any such Hedging Agreement Provider, or order, on demand, in lawful money of the United States. Each of the Guarantors further agrees that to the extent that the Borrower or a Guarantor shall make a payment or a transfer of an interest in any property to the Administrative Agent, any Lender or any Hedging Agreement Provider, which payment or transfer or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to the Borrower or a Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made.

     Section 10.3 Nature of Liability.

     The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

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     Section 10.4 Independent Obligation.

     The obligations of each Guarantor hereunder are independent of the obligations of any other Credit Party, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Credit Party and whether or not any other Credit Party is joined in any such action or actions.

     Section 10.5 Authorization.

     Each of the Guarantors authorizes the Administrative Agent, each Lender and each Hedging Agreement Provider without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Credit Party Obligations or any part thereof in accordance with this Credit Agreement and any Guaranteed Hedging Agreement, as applicable, including any increase or decrease of the rate of interest thereon, (b) take and hold security from any Guarantor or any other party for the payment of this Guaranty or the Credit Party Obligations and exchange, enforce waive and release any such security, (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders in their discretion may determine and (d) release or substitute any one or more endorsers, Credit Parties or other obligors.

     Section 10.6 Reliance.

     It is not necessary for the Administrative Agent, the Lenders or any Hedging Agreement Provider to inquire into the capacity or powers of the Borrower or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Credit Party Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

     Section 10.7 Waiver.

     (a) Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require the Administrative Agent, any Lender or any Hedging Agreement Provider to (i) proceed against the Borrower, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other guarantor or any other party, or (iii) pursue any other remedy in the Administrative Agent’s, any Lender’s or any Hedging Agreement Provider’s power whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of the Borrower, any other guarantor or any other party other than payment in full of the Credit Party Obligations (other than contingent indemnity obligations), including without limitation any defense based on or arising out of the disability of the Borrower, any other guarantor or any other party, or the unenforceability of the Credit Party Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full of the Credit Party Obligations. The Administrative Agent may, at its election, foreclose on any security held by the

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Administrative Agent by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Administrative Agent or any Lender may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Credit Party Obligations have been paid in full and the Commitments have been terminated. Each of the Guarantors waives any defense arising out of any such election by the Administrative Agent or any of the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against the Borrower or any other party or any security.

     (b) Each of the Guarantors waives all presentments, demands for performance, protests and notices, including without limitation notices of nonperformance, notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional Credit Party Obligations. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Credit Party Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any Lender shall have any duty to advise such Guarantor of information known to it regarding such circumstances or risks.

     (c) Each of the Guarantors hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders or any Hedging Agreement Provider against the Borrower or any other guarantor of the Credit Party Obligations of the Borrower owing to the Lenders or such Hedging Agreement Provider (collectively, the “Other Parties”) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty until such time as the Credit Party Obligations shall have been paid in full and the Commitments have been terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent, the Lenders or any Hedging Agreement Provider now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Credit Party Obligations of the Borrower and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Lenders and/or the Hedging Agreement Providers to secure payment of the Credit Party Obligations of the Borrower until such time as the Credit Party Obligations (other than contingent indemnity obligations) shall have been paid in full and the Commitments have been terminated.

     Section 10.8 Limitation on Enforcement.

     The Lenders and the Hedging Agreement Providers agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders or such Hedging Agreement Provider (only with respect to obligations under

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the applicable Guaranteed Hedging Agreement) and that no Lender or Hedging Agreement Provider shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Credit Agreement and for the benefit of any Hedging Agreement Provider under any Guaranteed Hedging Agreement. The Lenders and the Hedging Agreement Providers further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the Guarantors.

     Section 10.9 Confirmation of Payment.

     The Administrative Agent and the Lenders will, upon request after payment of the Credit Party Obligations which are the subject of this Guaranty and termination of the Commitments relating thereto, confirm to the Guarantors or any other Person that such indebtedness and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions of Section 10.2.

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INTERNATIONAL SPEEDWAY CORPORATION
CREDIT AGREEMENT

     IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed and delivered by its proper and duly authorized officers as of the day and year first above written.

BORROWER:	INTERNATIONAL SPEEDWAY CORPORATION
	By:	/s/ Glenn R. Padgett
	Name:                Glenn R. Padgett
	Title:                Assistant Secretary

INTERNATIONAL SPEEDWAY CORPORATION
CREDIT AGREEMENT

GUARANTORS:	380 DEVELOPMENT LLC
	AMERICROWN SERVICE CORPORATION
	ASC HOLDINGS, INC.
	ASC PROMOTIONS, INC.
	CHICAGO HOLDINGS, INC.
	DARLINGTON RACEWAY OF SOUTH CAROLINA, LLC
	DAYTONA INTERNATIONAL SPEEDWAY, LLC
	EVENT EQUIPMENT LEASING, INC.
	EVENT SUPPORT CORPORATION
	GREAT WESTERN SPORTS, INC.
	HOMESTEAD-MIAMI SPEEDWAY, INC.
	ISC PROPERTIES, INC.
	ISC PUBLICATIONS, INC.
	ISC.COM, LLC
	KANSAS SPEEDWAY CORPORATION
	KANSAS SPEEDWAY DEVELOPMENT CORPORATION
	LEISURE ENTERTAINMENT OF FLORIDA, INC.
	MARTINSVILLE INTERNATIONAL, INC.
	MIAMI SPEEDWAY CORP.
	MICHIGAN INTERNATIONAL SPEEDWAY, INC.
	MOTOR RACING NETWORK, INC.
	MOTORSPORTS INTERNATIONAL CORP.
	NEW YORK INTERNATIONAL SPEEDWAY CORPORATION
	NORTH AMERICAN TESTING COMPANY
	PENNSYLVANIA INTERNATIONAL RACEWAY, INC.
	PHOENIX SPEEDWAY CORP.
	RICHMOND INTERNATIONAL RACEWAY, INC.
	ROCKY MOUNTAIN SPEEDWAY CORPORATION
	SOUTHEASTERN HAY & NURSERY, INC.
	TALLADEGA SUPERSPEEDWAY, LLC
	THE CALIFORNIA SPEEDWAY CORPORATION
	WATKINS GLEN INTERNATIONAL, INC.

By:	/s/ Glenn R. Padgett
Name:                Glenn R. Padgett
Title:                Secretary

INTERNATIONAL SPEEDWAY CORPORATION
CREDIT AGREEMENT

HBP, INC.
By:	/s/ Kelly J. Flanders
Name:                Kelly J. Flanders
Title:                Secretary
INTERNATIONAL SPEEDWAY, INC.
By:	/s/ Kelly J. Flanders
Name:                Kelly J. Flanders
Title:                Secretary
MOTORSPORTS ACCEPTANCE CORPORATION
By:	/s/ Kelly J. Flanders
Name:                Kelly J. Flanders
Title:                Secretary

INTERNATIONAL SPEEDWAY CORPORATION
CREDIT AGREEMENT

ADMINISTRATIVE AGENT AND LENDERS:	WACHOVIA BANK, NATIONAL ASSOCIATION,   as Administrative Agent and as a Lender
	By:	/s/ Andrea S. Chen
	Name:                Andrea S. Chen
	Title:                Vice President

INTERNATIONAL SPEEDWAY CORPORATION
CREDIT AGREEMENT

CITICORP NORTH AMERICA INC.
By:	/s/ Carolyn A. Kee
Name:                Carolyn A. Kee
Title:                Vice President

INTERNATIONAL SPEEDWAY CORPORATION
CREDIT AGREEMENT

SUNTRUST BANK
By:	/s/ E. Donald Besch, Jr.
Name:                E. Donald Besch, Jr.
Title:                Managing Director

INTERNATIONAL SPEEDWAY CORPORATION
CREDIT AGREEMENT

JPMORGAN CHASE BANK, N.A.
By:	/s/ Steve Willmann
Name:                Steve Willmann
Title:                Vice President

INTERNATIONAL SPEEDWAY CORPORATION
CREDIT AGREEMENT

BANK OF AMERICA, N.A.
By:	/s/ Cameron Cardozo
Name:                Cameron Cardozo
Title:                Senior Vice President

INTERNATIONAL SPEEDWAY CORPORATION
CREDIT AGREEMENT

REGIONS BANK
By:	/s/ Berkin Istanbullough
Name:                Berkin Istanbullough
Title:                Assistant Vice President

EX-31

Exhibit 31.1

Certification of James C. France

I, James C. France, certify that:

     I have reviewed this quarterly report on Form 10-Q of International Speedway Corporation;

     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 27, 2006

/s/ James C. France

James C. France

Chief Executive Officer

EX-31

Exhibit 31.2

Certification of Susan G. Schandel

I, Susan G. Schandel, certify that:

     I have reviewed this quarterly report on Form 10-Q of International Speedway Corporation;

     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 27, 2006

/s/ Susan G. Schandel

Susan G. Schandel

Senior Vice President, Chief Financial Officer

and Treasurer

EX-31

Exhibit 31.3

Certification of Daniel W. Houser

I, Daniel W. Houser, certify that:

     I have reviewed this quarterly report on Form 10-Q of International Speedway Corporation;

     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 27, 2006

/s/ Daniel W. Houser

Daniel W. Houser

Vice President, Controller, Chief Accounting Officer

and Assistant Treasurer

EX-32

Exhibit 32

Certification

This certification accompanies and references the Quarterly Report on Form 10-Q for International Speedway Corporation for the period ended May 31, 2006 (the “Report”).

The undersigned certify the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 for quarterly reports and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of International Speedway Corporation.

The foregoing certification (i) is given to such officers’ knowledge, based upon such officers’ investigation as such officers deem reasonably appropriate; and (ii) is being furnished solely pursuant to 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002) and is not being filed as part of the Report or as a separate disclosure document.

Dated: June 27, 2006

/s/ James C. France

James C. France

Chief Executive Officer

/s/ Susan G. Schandel

Susan G. Schandel

Chief Financial Officer

“A signed original of this written statement has been provided to International Speedway Corporation and will be retained by International Speedway Corporation and furnished to the Securities and Exchange Commission or its staff upon request.”