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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o


(1)	Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(f) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

The address, including zip code and telephone number, including area code, of each Co-Registrant’s principal executive offices is 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114, (386) 254-2700.

The name, address, including zip code and telephone number, including area code, of the agent for service for each Co-Registrant is Glenn R. Padgett, Vice President, Chief Counsel — Operations and Assistant Secretary of International Speedway Corporation, 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114, (386) 254-2700.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The terms of the registered notes that we are offering in exchange for the outstanding notes are substantially identical to the terms of the outstanding notes, except that certain transfer restrictions and registration rights relating to the outstanding notes will not apply to the registered notes.


	•	The exchange offer will expire at 5:00 p.m., New York City time, on , 2004, unless extended.

	•	The exchange offer is subject to customary conditions, including the conditions that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission.

	•	You may withdraw tenders of outstanding notes at any time before the exchange offer expires.

	•	We will exchange all outstanding notes that are validly tendered and not withdrawn before the exchange offer expires.

	•	We will issue the registered notes promptly after the exchange offer expires.

	•	We believe that the exchange of outstanding notes for registered notes will not be a taxable exchange for U.S. federal income tax purposes.

	•	We will not receive any proceeds from the exchange offer.

	•	The registered notes will not be listed on any exchange or on any automated dealer quotation system.

Before participating in the exchange offer, please refer to the section in this prospectus entitled “Risk Factors” beginning on page 17.

Each broker-dealer that receives registered notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the registered notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of registered notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business six months after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the registered notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Market share and industry data disclosed in this prospectus have been obtained from or estimated based on the following sources/publications: Nielsen Media Research; Joyce Julius & Associates; Street & Smith’s Sports Business Journal; Major League Baseball; National Football League; National Basketball Association; National Hockey League; National Association for Stock Car Auto Racing; Indy Racing League; Champ Car World Series (formerly Championship Auto Racing Teams); International Race of Champions; Automobile Racing Club of America; Grand American Road Racing Association; International Motorsports Association; National Hot Rod Association; Sports Car Club of America; United States Auto Club; American Motorcyclist Association; Federation Internationale de l’Automobile; Speed Channel; and ESPN Sports Polls. We have not independently verified any of the data from these sources/publications.

We have various registered and common law trademark rights, including, but not limited to, “California Speedway,” “Darlington Raceway,” “The Great American Race,” “Southern 500,” “Too Tough to Tame,” “Daytona International Speedway,” “DAYTONA USA,” the “Daytona 500,” the “24 Hours of Daytona,” “Acceleration Alley,” “Daytona Dream Laps,” “Speedweeks,” “World Center of Racing,” “Homestead-Miami Speedway,” “Kansas Speedway,” “Michigan International Speedway,” “Nazareth Speedway,” “North Carolina Speedway,” “The Rock,” “Phoenix International Raceway,” “Richmond International Raceway,” “The Action Track,” “Talladega Superspeedway,” “Watkins Glen International,” “The Glen,” “Americrown,” “Motor Racing Network,” “MRN,” “International Speedway Race Rewards” and related logos. This prospectus and the documents incorporated by reference also include trademarks, service marks and trade names of other companies.

This prospectus and the documents incorporated by reference in this prospectus 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,” “believe,” “estimate,” “expect,” “should,” “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 disclose the important factors that could cause our actual results to differ from our expectations in cautionary statements made in this prospectus and in filings we have made with the Securities and Exchange Commission. 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 described in this prospectus and other factors set forth in or incorporated by reference in this prospectus.

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. Please see “Risk Factors” for a discussion of some of the factors that may adversely affect an investment in the notes.

SUMMARY

The following summary is qualified in its entirety by and should be read together with the more detailed information and audited financial statements, including the related notes, contained or incorporated by reference in this prospectus. Except as expressly indicated or unless the context otherwise requires, “ISC,” “we,” “our” and “us” mean International Speedway Corporation, a Florida corporation and its subsidiaries.

In 2003, NASCAR announced that, beginning in 2004, Nextel Communications would replace R.J. Reynolds as the sponsor of its Cup Series. In this prospectus, when we use the term “NASCAR NEXTEL Cup Series,” we are referring to the old NASCAR Winston Cup Series (as NASCAR’s Cup series was named until 2004) as well as the NASCAR NEXTEL Cup Series.

International Speedway Corporation

We are a leading promoter of motorsports entertainment activities in the United States. We currently own and/or operate 12 of the nation’s major motorsports facilities:

• Daytona International Speedway in Florida;

• Talladega Superspeedway in Alabama;

• Michigan International Speedway in Michigan;

• Richmond International Raceway in Virginia;

• California Speedway in California;

• Kansas Speedway in Kansas;

• Phoenix International Raceway in Arizona;

• Homestead-Miami Speedway in Florida;

• Martinsville Speedway in Virginia;

• Darlington Raceway in South Carolina;

• Watkins Glen International in New York; and

• Nazareth Speedway in Pennsylvania.

In addition, Raceway Associates, LLC, in which we hold a 37.5% indirect equity interest, owns and operates two nationally-recognized major motorsports facilities in Illinois:

• Chicagoland Speedway; and

• Route 66 Raceway.

Including our indirect interest in Raceway Associates and the mid-year purchase of Martinsville, our 2004 financial results from continuing operations are expected to include well over 100 stock car, open wheel, sports car, truck, motorcycle and other racing events, including:

• 20 NASCAR NEXTEL Cup Series events;

• 15 NASCAR Busch Series events;

• nine NASCAR Craftsman Truck Series events;

• eight Indy Racing League (“IRL”) IndyCar Series events;

• two National Hot Rod Association (“NHRA”) national events;

• the premier sports car endurance event in the United States (the Rolex 24 at Daytona sanctioned by Grand American Road Racing Association (“Grand American”)); and

• a number of prestigious motorcycle races.

Our business consists principally of racing events at these major motorsports facilities, which, in total, currently have more than one million grandstand seats. We generate revenue primarily from admissions, television, radio and ancillary rights fees, promotion and sponsorship fees, hospitality rentals (including luxury suites, chalets and the hospitality portion of club seating), advertising revenues, royalties from licenses of our trademarks and track rentals, as well as from catering, merchandise and food concession services at all of our wholly-owned motorsports facilities. We also own and operate the Motor Racing Network, Inc. radio network, or MRN Radio, the nation’s largest independent motorsports radio network in terms of event programming, and DAYTONA USA — The Ultimate Motorsports Attraction, a motorsports-themed entertainment complex and the Official Attraction of NASCAR.

We have grown significantly in recent years through both internal and external initiatives. From fiscal 1999 through fiscal 2003, our revenues increased from $290.7 million to $552.1 million, a compound annual growth rate, or CAGR, of 17.4%. In particular, our motorsports related income increased from 38.6% of our total revenues in fiscal 1999 to 48.4% in fiscal 2003. We remain focused on several growth opportunities, including maximizing our media income and exposure and developing long-term marketing partnerships. These initiatives have broadened our financial stability through more predictable and recurring revenues and cash flows and should enable us to maintain our leadership position in the motorsports entertainment industry.

We were incorporated in 1953 under the laws of the State of Florida under the name “Bill France Racing, Inc.” and changed our name to “Daytona International Speedway Corporation” in 1957. With the groundbreaking for Talladega Superspeedway in 1968, we changed our name to “International Speedway Corporation.” Our principal executive offices are located at 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114, and our telephone number is (386) 254-2700. We maintain a website at http://www.iscmotorsports.com. The information on our website is not part of this prospectus.

Recent Company Developments


	*Recent Developments — Impairment of Nazareth, Sale of North Carolina and Acquisition of Martinsville*

On May 14, 2004, we announced our intention to realign Nazareth’s NASCAR Busch and IRL IndyCar events to other facilities within our portfolio. As such, we plan to indefinitely suspend major motorsport event operations at the facility after the completion of the track’s 2004 events. We recorded a non-cash pretax charge of $13.2 million, or $0.16 per diluted share, in our 2004 second quarter results to reflect the impairment of Nazareth’s long-lived assets.

On July 1, 2004, we completed the sale of the assets of North Carolina to Speedway Motorsports, Inc. (“SMI”), as per the terms of the settlement agreement in the Ferko/ Vaughn litigation. SMI purchased the assets of North Carolina for $100.4 million in cash. North Carolina annually conducted one NASCAR NEXTEL Cup Series event. The sale of North Carolina is reported as a discontinued operation and, accordingly, all prior periods’ financial information has been reclassified. Unless otherwise indicated, disclosures in this prospectus relate to continuing operations.

On July 13, 2004, we completed the acquisition of the assets of Martinsville Speedway in Martinsville, Virginia, which hosts two NASCAR NEXTEL Cup Series events annually, for $192.0 million. The acquisition was funded by $100.4 million in proceeds from the sale of the assets of North Carolina Speedway, and $91.6 million in cash. Located near Greensboro and Winston-Salem, Martinsville is one of only two one-half mile tracks on the NASCAR NEXTEL Cup Series circuit. It seats 63,000 grandstand spectators and offers premium accommodations in its 25 suites. In addition to its two NASCAR NEXTEL Cup Series events, Martinsville hosts two NASCAR Craftsman Truck Series races and a Late Model Stock Car event annually.

Industry Overview

Motorsports is among the most popular and fastest growing spectator sports in the United States, with annual attendance at all United States motorsports events estimated at more than 15 million people. The NASCAR NEXTEL Cup, NASCAR Busch and NASCAR Craftsman Truck series events, and open wheel events sanctioned primarily by the IRL, are generally the most popular motorsports events in the United States. The largest auto racing category in the United States, in terms of attendance, media exposure and sponsorships, is stock car racing. The most prominent sanctioning body in stock car racing is NASCAR, based on such factors as geographic presence and number of members, series and sanctioned events. We derived approximately 84% of our fiscal 2003 revenues from NASCAR-sanctioned racing events at our wholly-owned facilities.

Evolving from the NASCAR Grand National Series that began in 1950, NASCAR created the NASCAR Winston Cup Series in the early 1970’s. Beginning in 2004, Nextel Communications replaced Winston as sponsor of the Cup Series. The NASCAR NEXTEL Cup Series will consist of 39 televised events, including three non-championship point events, at 23 tracks operating in 19 states in 2004. Total spectator attendance for NASCAR (including all NASCAR NEXTEL Cup, NASCAR Busch and NASCAR Craftsman Truck series events) grew at a compound annual rate of approximately 7.0% from 1993 to 2003, greater than any other major U.S. professional sport. Nearly 350 million viewers watched NASCAR NEXTEL Cup and NASCAR Busch series televised events in 2003, a 50% increase over 2000. In addition, the NASCAR Busch Series average household viewership outperformed regular season average household viewership for the National Basketball Association and Major League Baseball by 20% and 50%, respectively, in 2003. The NASCAR NEXTEL Cup Series continues to be the second most-watched regular season sport on television and second highest rated among male viewers ages 18-34 and ages 18-49, behind only the National Football League, or NFL. In addition, the 2003 EA Sports 500 from Talladega earned a 5.5 Nielsen rating, representing nearly 6 million viewers, the highest NASCAR NEXTEL Cup Series rating for an auto race that was broadcast in direct television competition with the NFL.

Recent Industry Developments and NASCAR


	*Nextel’s Title Sponsorship of NASCAR Cup Series*

In 2003, NASCAR announced a 10-year agreement with Nextel Communications to replace R.J. Reynolds as the Cup Series sponsor beginning in 2004. Nextel’s sponsorship of the NASCAR NEXTEL Cup Series is a watershed event for NASCAR racing and the motorsports industry. Nextel’s involvement is expected to significantly increase exposure for NASCAR racing across the country, as they are required to make a significant media spend in support of the sponsorship and are able to target a more youthful audience, which is critical for building a future fan base.

In addition, Nextel has effectively opened the door for new corporate partners. The magnitude of their commitment validates NASCAR as a viable marketing vehicle for other technology companies, which typically have large marketing budgets. In addition, their participation eliminates the stigma of the sport’s historical relationship with tobacco, which precluded certain companies from participating in a NASCAR sponsorship. Nextel’s proactive marketing campaign is currently under way. They have a significant trackside presence at events, and are leveraging television, radio and print advertising to promote their involvement in NASCAR. We are very excited for the opportunities their partnership will create for the entire industry and us.


	*Realignment*

In early 2003, NASCAR announced their Realignment 2004 and Beyond initiative designed to expand the sport into underserved markets throughout the country. By moving races to larger markets and later start times, NASCAR expects to increase its value and leverage in anticipation of the next television contract negotiations — which will benefit everyone involved in the sport. In June 2003, NASCAR approved our proposal for realigning a NASCAR NEXTEL Cup date from North Carolina to California

beginning in 2004. The move is expected to be incrementally positive to 2004 revenue and earnings, but more importantly, it allows our broadcast and advertising partners a second opportunity to access the nation’s number two media market. It also gives our large fan base in that part of the country another opportunity to enjoy live NASCAR racing.

On May 14, 2004, NASCAR announced approval of requests for the realignment of several other NASCAR Nextel Cup Series dates for the 2005 season. As a result, in 2005 Phoenix will host an additional NASCAR Nextel Cup Series event in the Spring that will finish “under the lights,” Darlington will host only one NASCAR NEXTEL Cup Series event, (on a Saturday night in May) and California’s spring NASCAR NEXTEL Cup Series race will be held the week following the Daytona 500 in February.


	*Chase for the NASCAR NEXTEL Cup*

In January 2004, NASCAR announced the Chase for the NASCAR NEXTEL Cup format. After the first 26 races, all drivers in the top ten and any others within 400 points of the leader will earn a berth for the NASCAR NEXTEL Cup Series championship. Their performance during the last ten races of the season will determine who is the champion. The Chase for the NASCAR NEXTEL Cup is expected by NASCAR to ensure more drivers compete for the championship and is expected to create captivating season-long drama. This is particularly important during the latter part of the year when there is significant competition for fan and sponsor attention from other major sports, particularly the NFL. We expect the new format will help drive increased viewership and attendance for the NASCAR NEXTEL Cup Series, which benefits all of the sport’s participants.

Business Strengths

We have experienced strong growth in recent years, which we believe is attributable to the following strengths of our business.


	*A Leader in Motorsports Entertainment and the Largest NASCAR Promoter*

Our main focus has been driving revenue growth by creating a strong network of facilities across the country. We currently own, operate or have an interest in 14 major motorsports facilities that, in total, have more than one million grandstand seats and are located in five of the nation’s top ten media markets. Nearly 80% of the country’s population is located within the primary trading areas (a 400-mile radius) of our facilities. We promote major events in every month of the racing season — more than any other motorsports promoter. Collectively, these 14 facilities are scheduled to promote well over 100 motorsports events during the 2005 racing season, including 21 NASCAR NEXTEL Cup Series races — 54% of the 2005 NASCAR NEXTEL Cup Series schedule, including non-championship point events. NASCAR NEXTEL Cup and NASCAR Busch series racing are the most watched forms of motorsports in the United States. By promoting these races, we believe we are able to attract fans willing to spend their discretionary spending dollars for a highly valued product. In addition, we believe our portfolio of events is very attractive to corporate sponsors who recognize the value of partnering with a leading motorsports promoter.


	*Long-Term Affiliation with the Motorsports Industry and NASCAR*

Members of the France family have been involved in senior management positions with us since our formation in 1953. We believe that the France family’s extensive network of contacts in the motorsports industry, as well as their reputation as a long-term steward of the sport, enhances our ability to pursue new market and other growth opportunities. We also believe that the France family’s long-standing involvement with us has provided a number of other significant advantages, including a reduced risk of disruption in our operating policies and long-range strategies, which, in turn, provides an assurance of continuity to employees, sponsors, sanctioning bodies and other entities that enter into commitments or relationships with us. Moreover, our experience and expertise extend beyond stock car racing to a wide variety of other motorsports disciplines, including open wheel, sports car and motorcycle events. In addition, the France

family has been instrumental in the development of the nation’s motorsports industry through their organization, continued management and ownership of NASCAR, which, in turn, has been influential in the growth and development of both our company and professional stock car racing generally.


	*Proven Ability to Capitalize on Marketing Opportunities*

In order to maximize the exposure from advertising and promotions and to increase per capita spending from our customers, we pursue a fully integrated marketing strategy that includes sponsorships, advertising, promotion, licensing and individual consumer initiatives. We believe it is important to market our racing events, facilities and trademarks to both corporate and individual customers. Our leadership position in the motorsports industry enables us to market to a broad base of corporate and individual customers. Our national footprint has enabled us to create multi-track and multi-year (with staggered maturities) sponsorship opportunities targeting larger corporate customers with higher advertising and marketing budgets. We also believe this footprint helps limit our exposure during uncertain economic times as different regions in the country are generally impacted in varying degrees. By having facilities located across the country and within reasonable driving times for our individual customers, we are not overly reliant on any one region or state for event revenue.


	*Predictable and Recurring Revenue and EBITDA*

We have strong visibility regarding our future revenue and earnings before interest, taxes, depreciation and amortization, or EBITDA, due to long-term media contracts, multi-year sponsorship and luxury suite agreements and recurring ticket and hospitality sales. NASCAR has multi-billion dollar television contracts covering its NASCAR NEXTEL Cup and NASCAR Busch series events, a portion of which extend through the 2006 season and the remainder of which extend through the 2008 season at NASCAR’s option. We will receive a significant portion of the rights fees under these contracts, assuming the number of NASCAR NEXTEL Cup and Busch series races held at our tracks each year remains stable and consistent with our past experience. We also have a significant number of long-term sponsorship and luxury suite contracts with staggered maturity schedules. In addition, a substantial portion of the grandstand seating and hospitality capacity for our major events is sold on a renewable basis in advance of the event date.


	*Proven Ability to Acquire, Develop and Integrate Facilities*

We regularly review acquisition and development prospects that would augment or complement our existing operations or otherwise offer growth opportunities. In calendar 1999, we acquired Richmond, and through our merger with Penske Motorsports, we acquired California, Michigan, North Carolina and Nazareth and increased our ownership in Homestead-Miami to 90%. We acquired the remaining 10% of Homestead-Miami in October 2001. Each of these businesses was successfully integrated into our operations within twelve months of the transaction. In July 2004, we acquired Martinsville. These transactions strategically increased our motorsports presence and were financed through a combination of internal and external financing sources. Recent examples of development include our wholly-owned Kansas facility and the Chicagoland facility, in which we hold a 37.5% indirect interest. Both facilities successfully opened in mid-2001 and host significant schedules featuring major NASCAR, IRL and Automobile Racing Club of America events. In addition, both facilities receive significant support from corporate marketing partners and individual consumers. For example, both Kansas and Chicagoland sold all of their grandstand seats as season ticket packages from 2001 to 2004.


	*Highly Experienced and Incentivized Management Team*

positioned to benefit from the significant motorsports experience of the France family. In addition, our management team members have on average over 20 years of sports industry experience and collectively over 400 years of sports industry experience. Management’s interests are aligned with those of our shareholders, as key members of management own shares of our common stock and participate in an incentive stock plan.

Growth Strategy

We use the following key strategies to grow and enhance our leadership position in the motorsports entertainment industry.


	*Maximize Media Income and Exposure*

Our most important media initiative continues to be television, and televised motorsports events have experienced significant growth in viewership. Since 1999, NASCAR NEXTEL Cup and NASCAR Busch series domestic television rights revenues grew from $105 million in 1999 to $347 million in 2003, a CAGR of 35%. During this time, gross television rights revenues attributable to our events, excluding Chicagoland, increased from $41.5 million to $153.5 million, a CAGR of 39%. We expect media rights revenues to continue to increase over the term of the current contracts based on NASCAR’s announcement that the annual increase in the domestic television contracts will range between 15% and 21% from 2001 through 2006, with an average annual increase of 17%. The increase for fiscal 2004 is expected to be approximately 21%. We anticipate these increases to be a primary driver of revenue over the period, and the associated margins are expected to improve operating results and net earnings.

In addition to generating substantially higher rights fees, these television rights agreements are creating significant indirect benefits for the industry that we believe will help drive continued growth. Network broadcasts offer the opportunity to reach significantly more households than cable broadcasts, and over the long term, we believe the exposure created by the shift from cable to network coverage, combined with the geographic expansion of the sport, will result in even more television viewers. Almost 350 million television viewers watched NASCAR NEXTEL Cup and NASCAR Busch series racing during 2003, nearly a 50% increase over 2000. We believe the increase in television viewership will attract new sponsors, increase commitments from existing sponsors, and translate into incremental ticket, merchandise and concession sales. Higher television ratings should also provide NASCAR with additional leverage when negotiating future media contracts, including television and ancillary rights.


	*Develop New and Expand Existing Marketing Partnerships*

Marketing partners support the motorsports industry in several ways. First, they pay fees to track operators for sponsorship, official status benefits and the use of logos and trademarks. Second, the promotional and advertising expenditures of marketing partners provide us with indirect marketing benefits by promoting awareness for our events through various distribution channels, including in-store promotions and direct mail campaigns. Third, marketing partners pay fees to track operators for hospitality packages to entertain their customers at events. Finally, marketing partners support racing teams by funding certain operational costs. Accordingly, we devote significant resources to develop new and expand existing relationships with leading companies.

Marketing partners form a variety of different relationships with track operators. Some contracts allow the marketing partner to name a particular racing event, as in the Hershey’s Kisses 300, the Banquet 400 and the Ford 400. Other considerations range from official status designation to advertising and promotional rights in the marketing partner’s product category. We have been successful in attracting new marketing partners by creating additional official status categories, more narrowly defining existing categories, and growing revenues associated with licensing and on-site interactive programs. As a result of these efforts, event title sponsorships, which made up a substantial majority of sponsorship revenue in 1996, represented less than 30% of our sponsorship revenue in 2003. In addition, in 2003, we had approximately 130 official status categories and more than 300 marketing partners.


	*Maximize Profitability of Existing Events and Facilities*

Attract and Retain Customers. While television and marketing partnership revenues have increased in importance, the consumer is the foundation of our business and remains a primary focus. As such, we focus considerable efforts on consumer marketing and enhancing the guest experience. One method of driving incremental ticket sales for our events is through in-market promotions in conjunction with our corporate marketing partners. Our websites, which are integrated with our ticketing system, offer simple, 24-hour a day, seven days a week access where consumers can buy tickets and merchandise, view three-dimensional sightlines from grandstand seats and suites, and review recent news for our facilities and events. In addition, the technology platform has enabled us to create a centralized contact call center, which reduces dropped calls due to heavy volume and time issues and improves overall customer service. In 2003, our contact center handled over 20% of our total units of tickets sold. A key factor in retaining customers for our events is providing an attractive product and creating an unforgettable race-day experience. Through a combination of additional staff training and a focus on best practices, we continue to elevate our guest services efforts. In addition, we continue to upgrade the design and quality of our facilities and spectator amenities, which we believe is essential to remain competitive with other sports and entertainment facilities across the country. Finally, by improving the quality and diversity of our concessions, catering and merchandising operations, we are able to offer better products and services to our fans, resulting in higher on-site per capita spending. Another example of our efforts to upgrade the design and quality of our facilities and spectator amenities is the infield renovation project at Daytona, which is scheduled for completion by December 2004.

Modify Event Schedules and Increase Facility Utilization. While each of our tracks conducts several major events annually, there is an opportunity to increase the profitability of these facilities through the modification of event schedules. NASCAR’s Realignment 2004 and Beyond initiative is expected to provide significant opportunities for the industry and us. We have realigned a second NASCAR NEXTEL Cup Series date to California Speedway, which is expected to be incrementally positive to both revenue and earnings in 2004. More recently, we announced the realignment of several NASCAR NEXTEL Cup Series dates for the 2005 season resulting in a second Cup event at Phoenix, California’s spring Cup event to follow the Daytona 500, and Darlington will host only one Cup event (on a Saturday night in May). This additional realignment is expected to be incrementally positive to both revenue and earnings in 2005. We expect to capitalize on additional realignment opportunities over the longer term. In addition, by shifting race start times to later in the day, we increase the potential for higher event attendance and television ratings. Finally, we are capitalizing on alternative opportunities to increase facility usage. The average number of days use across all facilities in 2003 was approximately 130. In addition to racing and related events, we use our facilities for a variety of purposes, including testing for teams, driving schools, riding experiences, car shows, auto fairs, concerts and settings for television commercials, print advertisement and motion pictures. We are regularly evaluating opportunities to drive incremental revenue for our tracks and increase our return on investment.


	*Reinvest Capital to Fuel Future Internal Growth*

We continue to reinvest in our business for future growth. Our ongoing capital spending can be broken down into three primary categories. In addition to facility maintenance expenditures, which approximate $1 million to $2 million per facility on an annual basis, we invest capital in projects designed to help us compete with other newer professional sports venues, many of which are publicly funded. These upgrades are designed to provide a premium experience for our customers. One example is the infield renovation project at Daytona. The third category of on-going capital spending is for internal expansion. This spending is primarily related to additional seat and suite capacity as well as purchasing acreage around facilities for future growth. We manage more than one million total grandstand seats at our facilities across the country. Over the years, we have grown our grandstand seat and suite capacity through a combination of internal and external expansion initiatives. An important component of our 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 ensure

that additional capacity provides an acceptable rate of return on invested capital. Through prudent expansion, we have historically been able to keep demand at a higher level than supply, which stimulates ticket renewals and advance sales. This results in earlier cash flow and reduces the potential negative impact of actual and forecasted inclement weather on ticket sales. While we will join with sponsors and 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 recognize short-term incremental revenue.


	*Acquire and Develop Additional Motorsports Facilities*

We continue to review acquisition and development opportunities that would augment or complement our existing operations or otherwise offer growth opportunities. During fiscal 1999, we announced our intention to search for a site for a major motorsports facility in the New York metropolitan area. In July 2004, through a joint venture arrangement with Related Retail Corporation (“Related”), we entered into agreements for the purchase of 676 acres of waterfront property in the New York City borough of Staten Island. Due to confidentiality clauses in the purchase agreements, financial terms have not been disclosed. As per the agreements, we are conducting due diligence on the property. Closing of the land purchases is contingent upon our and Related’s determination of a successful outcome of due diligence, and the preliminary results of a detailed feasibility study. In light of NASCAR’s announcement regarding potential realignment of the NASCAR NEXTEL Cup Series schedule, we also believe there are potential development opportunities in new, untapped markets across the country, including the Pacific Northwest. As such, we are exploring opportunities for public/private partnerships targeted to develop one or more motorsports facilities in new markets. We believe our acquisition and development efforts exemplify our commitment to strategically increase our presence in the motorsports entertainment industry. Moreover, we believe our strong balance sheet places us in an ideal position to capitalize on external growth opportunities.

The Exchange Offer

The following is a summary of the principal terms of the exchange offer. A more detailed description is contained in this prospectus under the section entitled “The Exchange Offer.” The term “registered notes” refers to the registered 4.20% Senior Notes due 2009 and the registered 5.40% Senior Notes due 2014 being offered in the exchange offer. The term “outstanding notes” refers to our currently outstanding 4.20% Senior Notes due 2009 and the 5.40% Senior Notes due 2014 that are exchangeable for the registered notes. The term “indentures” refers to the indentures that apply to both the outstanding notes and the registered notes.


The Exchange Offer		We are offering to exchange $1,000 principal amount of registered notes and integral multiples of $1,000 in excess thereof which have been registered under the Securities Act for each $1,000 principal amount of outstanding notes and integral multiples of $1,000 in excess thereof. We issued the outstanding notes on April 23, 2004 in a private offering. In order to be exchanged, an outstanding note must be properly tendered and accepted before expiration of the exchange offer. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue the registered notes promptly after the expiration of the exchange offer.

		As of the date of this prospectus, there is outstanding $150 million principal amount of outstanding notes due 2009 and $150 million principal amount of outstanding notes due 2014. Outstanding notes may be tendered for exchange in whole or in


		part for minimum denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof.

Registration Rights Agreement		Simultaneously with the sale of the outstanding notes on April 23, 2004, we entered into a registration rights agreement under which we committed to conduct the exchange offer. You are entitled under the registration rights agreement to exchange your outstanding notes for registered notes with substantially identical terms. The exchange offer is intended to satisfy these rights. After the exchange offer is complete, except as set forth in the next paragraph, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes.

		The registration rights agreement requires us to file a shelf registration statement for a continuous offering for your benefit if:

		• the exchange offer is not consummated within 180 days of the issuance of the outstanding notes;

		• you would not receive freely tradeable registered notes in the exchange offer; or

		• you are ineligible to participate in the exchange offer and indicate that you wish to have your outstanding notes registered under the Securities Act.

Resales of the Registered Notes		We believe that registered notes to be issued in the exchange offer in exchange for the outstanding notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act if you meet the following conditions:

		(1) the registered notes are acquired by you in the ordinary course of your business;

		(2) if you are not a broker-dealer, you are not engaged in and do not intend to engage in a distribution of the registered notes;

		(3) you do not have an arrangement or understanding with any person to participate in the distribution of the registered notes; and

		(4) you are not an affiliate of ours, as that term is defined in Rule 405 under the Securities Act.

		Each broker-dealer that receives registered notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any resale of the registered notes. See “Plan of Distribution.” Broker-dealers who acquired outstanding notes directly from us and not as a result of market-making activities or other trading activities may not participate in the exchange offer and must comply with


		the prospectus delivery requirements of the Securities Act in order to resell the outstanding notes.

Expiration Date		The exchange offer will expire at 5:00 p.m., New York City time, on , 2004, unless we decide to extend the exchange offer.

Withdrawal		You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer		We will not be required to accept outstanding notes for exchange if the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC or if any injunction, order or decree has been issued, or any action or proceeding has been instituted or threatened that would reasonably be expected to prohibit, prevent or materially impair our ability to proceed with the exchange offer.

		If any of these conditions exist prior to the expiration date, we may take the following actions:

		• refuse to accept any outstanding notes and return all previously tendered outstanding notes;

		• extend the duration of the exchange offer; or

		• waive such conditions to the extent permissible under applicable law.

Procedures for Tendering Outstanding Notes		We issued the outstanding notes as global securities in fully registered form without coupons. Beneficial interests in the outstanding notes which are held by The Depository Trust Company (DTC) through certificateless depositary interests are shown on, and transfers of the outstanding notes can be made only through, records maintained in book-entry form by DTC with respect to its participants.

		If you are a holder of an outstanding note held in the form of a book-entry interest and you wish to tender your outstanding notes for exchange pursuant to the exchange offer, you must transmit to Wachovia Bank, National Association, as exchange agent, on or prior to the expiration of the exchange offer either:

		• a written or facsimile copy of a properly completed and executed letter of transmittal and all other required documents to the address set forth on the cover page of the letter of transmittal; or

		• a computer-generated message transmitted by means of DTC’s Automated Tender Offer Program system and forming a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal.

		The exchange agent must also receive on or prior to the expiration of the exchange offer either:


		• a timely confirmation of book-entry transfer of your outstanding notes into the exchange agent’s account at DTC, in accordance with the procedure for book-entry transfers described in this prospectus under the heading “The Exchange Offer — Book-Entry Transfer,” or

		• the documents necessary for compliance with the guaranteed delivery procedures described below.

		A letter of transmittal accompanies this prospectus. By executing the letter of transmittal or delivering a computer-generated message through DTC’s Automated Tender Offer Program system, you will represent to us that, among other things:

		(1) the registered notes to be acquired by you in the exchange offer are being acquired in the ordinary course of your business;

		(2) you do not have an arrangement or understanding with any person to participate in the distribution of the registered notes;

		(3) if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the registered notes;

		(4) you are not an affiliate of ours; and

		(5) if you are a broker dealer that will receive notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, you will deliver a prospectus, as required by law, in connection with any resale of such registered notes.

Special Procedures for Beneficial Owners		If you are the beneficial owner of outstanding notes and they are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender your outstanding notes, you should promptly contact the person in whose name your initial notes are registered and instruct that person to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the person in whose name your outstanding notes are registered. The transfer of registered ownership may take considerable time and it may not be possible to complete prior to the expiration date.

Guaranteed Delivery Procedures		You must tender your outstanding notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering — Guaranteed Delivery Procedures” if any of the following apply:

		• you wish to tender your outstanding notes but they are not immediately available,


		• you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, or

		• you cannot comply with the applicable procedures under DTC’s automated tender offer program prior to the expiration date.

Acceptance of Outstanding Notes and Delivery of Registered Notes		Except under the circumstances described above under “Conditions to the Exchange Offer,” we will accept for exchange any and all outstanding notes which are properly tendered in the exchange offer before 5:00 p.m., New York City time, on the expiration date. We will deliver the registered notes promptly following the expiration date. If we do not accept any of your outstanding notes for exchange we will return them to you as promptly as practicable after the expiration or termination of the exchange offer without any expense to you.

Interest on the Registered Notes and the Outstanding Notes		Interest on your registered notes will accrue from the date of the original issuance of the outstanding notes or from the date of the last periodic payment of interest on the outstanding notes, whichever is later. Interest will not be paid on outstanding notes that are tendered and accepted for exchange.

Exchange Agent		Wachovia Bank, National Association is serving as the exchange agent in connection with the exchange offer.

Use of Proceeds		We will not receive any cash proceeds from the issuance of the registered notes in the exchange offer.

Consequences of Failure to Exchange		Outstanding notes that are not tendered or that are tendered but not accepted will continue to be subject to the existing restrictions on transfer provided in the outstanding notes and in the indenture.

Federal Income Tax Consequences		The exchange of outstanding notes for registered notes generally will not be a taxable exchange for U.S. federal income tax purposes.

Terms of the Registered Notes


Issuer		International Speedway Corporation.

Registered Notes Offered		$150 million principal amount of registered 4.20% Senior Notes due 2009 and $150 million aggregate principal amount of registered 5.40% Senior Notes due 2014. The registered notes will evidence the same debt as the outstanding notes and will be issued under, and entitled to the benefits of, the same indentures. The terms of the registered notes are the same as the terms of the outstanding notes in all material respects except that the registered notes:

		• have been registered under the Securities Act;


		• do not include rights to registration under the Securities Act; and

		• do not contain transfer restrictions applicable to the outstanding notes.

Maturity Date		April 15, 2009 with respect to the Senior Notes due 2009. April 15, 2014 with respect to the Senior Notes due 2014.

Interest		Interest on the registered notes will accrue at a fixed annual rate of 4.20% for the notes due 2009 and 5.40% for the notes due 2014, and will be payable on April 15 and October 15 of each year, commencing October 15, 2004.

Guarantees		The registered notes will be guaranteed on a senior unsecured basis by all of our subsidiaries.

Ranking		The registered notes will be senior unsecured obligations and will rank equally with all of our other senior unsecured and unsubordinated indebtedness The guarantees are senior unsecured obligations of our subsidiaries and will rank equally with all of their other senior unsecured and unsubordinated obligations (including trade payables).

Optional Redemption		The registered notes will be redeemable in whole or in part, at our option, at any time. We will pay a redemption price which is described under the heading “Description of the Registered Notes — Optional Redemption.” We will also pay accrued and unpaid interest to the redemption date.

Certain Covenants		The indenture for the registered notes limits our ability and the ability of our Restricted Subsidiaries to:

		• incur liens;

		• enter into sale and leaseback transactions; or

		• consolidate with or merge into, or convey, transfer or lease all or substantially all of our and our subsidiaries’ assets to any person.

		All of these limitations are subject to a number of important qualifications described under the headings “Description of the Registered Notes — Restrictive Covenants and — Consolidation, Merger and Sale of Assets.”

Registration Rights		Holders of registered notes are not entitled to any registration rights with respect to the registered notes.

Risk Factors

We urge you to read carefully the risk factors beginning on page 17 for a discussion of factors you should consider before exchanging your outstanding notes for registered notes.

SUMMARY FINANCIAL DATA

The following table sets forth our summary financial data as of and for each of the last three fiscal years in the period ended November 30, 2003 and for the six months ended May 31, 2003 and 2004, respectively. The summary financial data for the three fiscal years in the period ended November 30, 2003 have been derived from our audited historical consolidated financial statements, which financial statements have been audited by Ernst & Young LLP, independent certified public accountants, as indicated in their report thereon. The income statement data and balance sheet data as of and for the six months ended May 31, 2003 and May 31, 2004, respectively, have been derived from our unaudited consolidated financial statements and, in the opinion of management, include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information set forth therein. The results of operations for the six months ended May 31, 2004 are not necessarily indicative of results for the full year. Due to the sale of North Carolina in July 2004, its results of operations are presented as discontinued operations in all periods presented in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets.” You should read the summary financial data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes incorporated by reference in this offering memorandum.



											Six Months
				For the Year Ended November 30,							Ended May 31,

				2001		2002			2003		2003		2004


											(Unaudited)

				(Dollars in thousands)
Income Statement Data:
Revenues:
	Admissions, net			$	207,898	$	207,080		$	204,831	$	88,302	$	90,623
	Motorsports related income				224,336		243,603			267,063		117,138		135,956
	Food, beverage and merchandise income				69,863		69,791			74,087		31,154		33,686
	Other income				5,218		7,283			6,089		2,871		3,118

			Total revenues		507,315		527,757			552,070		239,465		263,383
Expenses:
	Direct expenses:
		Prize and point fund monies and NASCAR sanction fees			79,973		88,486			97,938		42,457		46,641
		Motorsports related expenses			96,137		97,030			100,147		43,350		46,916
		Food, beverage and merchandise expenses			37,897		37,749			41,250		17,494		20,751
	General and administrative expenses				77,534		77,948			83,584		39,596		43,260
	Depreciation and amortization				50,679		39,157			42,135		20,510		22,020
	Impairment of long-lived assets				—		—			—		—		13,217
	Homestead-Miami Speedway track reconfiguration				—		—			2,829		2,829		—

			Total expenses		342,220		340,370			367,883		166,236		192,805

Operating income				$	165,095	$	187,387		$	184,187	$	73,229	$	70,578

Net income (loss)(1)				$	87,633	$	(410,978	)	$	105,448	$	37,856	$	33,852

Other Financial Data:
	EBITDA (unaudited)(2)			$	215,774	$	226,544		$	229,151	$	96,568	$	105,815
	Cash flows from operations				160,686		178,614			194,736		112,220		118,094
	Capital expenditures				98,379		53,521			72,587		22,774		39,559



								Six Months
		For the Year Ended November 30,						Ended May 31,

		2001		2002		2003		2003		2004


								(Unaudited)

		(Dollars in thousands)
Selected Operating Data (unaudited)(3):
	Number of grandstand seats(4)		998,000		990,000		994,000		993,000		995,000
	Number of NASCAR NEXTEL Cup events		17		17		17		7		7
	Number of other major motorsports events(5)		37		35		34		13		11



	At November 30,						At May 31,

	2001		2002		2003		2003		2004


							(Unaudited)

	(Dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	71,004	$	109,263	$	223,973	$	196,145	$	364,275
Total assets		1,702,146		1,155,971		1,303,792		1,252,487		1,476,199
Total debt		411,702		315,381		308,131		309,221		377,356
Total shareholders’ equity		1,035,422		622,325		726,465		657,627		757,798

(1) Reflects the adoption of Statement of Financial Accounting Standard (“SFAS”) No. 142, which resulted in a non-cash after-tax charge of approximately $517.2 million in the first quarter of fiscal 2002. Included in this charge is approximately $64.0 million associated with our North Carolina facility which is presented as discontinued operations and approximately $3.4 million associated with our equity investment in Raceway Associates, LLC.

(2) We calculate EBITDA as earnings before the cumulative effect of accounting change, income or loss from discontinued operations, income taxes, minority interest, equity in net income or loss from equity investments, the loss on early redemption of debt, interest expense (net of interest income), expenses relating to our Homestead-Miami Speedway track reconfiguration, the impairment of long-lived assets associated with Nazareth Speedway and depreciation and amortization. We believe EBITDA is a meaningful measure of performance as it is commonly used to analyze operating performance, liquidity and ability to service indebtedness. EBITDA should not be construed as income from operations, net income or cash flow from operations as determined by generally accepted accounting principles in the United States. Other companies may calculate EBITDA differently. The following table summarizes the calculation of EBITDA for the periods indicated:



											Six Months Ended
		Year Ended November 30,									May 31,

		2001			2002			2003			2003			2004


											(Unaudited)

		(Dollars in thousands)
Net income (loss)		$	87,633		$	(410,978	)	$	105,448		$	37,856		$	33,852
Cumulative effect of accounting change			—			453,228			—			—			—
(Income) loss from discontinued operations, net of tax			(2,300	)		59,732			(5,036	)		(2,289	)		(3,024	)
Income taxes			60,603			64,224			64,940			23,548			21,118
Minority interest			(992	)		—			—			—			—
Equity in net (income) loss from equity investments			(2,935	)		(1,907	)		(2,553	)		3,022			2,935
Loss on early redemption of debt			—			—			—			—			4,988
Interest expense, net			23,086			23,088			21,388			11,092			10,709
Homestead-Miami Speedway track reconfiguration			—			—			2,829			2,829			—
Impairment of long-lived assets			—			—			—			—			13,217
Depreciation and amortization			50,679			39,157			42,135			20,510			22,020

	EBITDA	$	215,774		$	226,544		$	229,151		$	96,568		$	105,815

(3) Does not include the operations of Chicagoland or Route 66 Raceway, which are not included in our operating income.

(4) Represents number of grandstand seats at our majority-owned and/or operated motorsports facilities as of November 30 for year end results and May 31 for semi-annual results.

(5) Other major motorsports events means the NASCAR Busch Series, NASCAR Craftsman Truck Series, IRL IndyCar Series, Champ Car World Series, International Race of Champions and Automobile Racing Club of America events held at our majority-owned and/or operated motorsports facilities during the period in which they were included in our consolidated earnings.

The registered notes will not be secured by any of our assets. In addition, the registered notes will rank equally with all of our other existing and future unsecured and unsubordinated debt.

We will only issue registered notes in exchange for outstanding notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of outstanding notes.

If you do not exchange your outstanding notes for registered notes pursuant to the exchange offer, the outstanding notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the outstanding notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register outstanding notes under the Securities Act unless our registration rights agreement with the initial purchasers of the outstanding notes requires us to do so. Further, if you continue to hold any outstanding notes after the exchange offer is consummated, you may have trouble selling them because there will be fewer outstanding notes outstanding.

The registered notes will be new securities for which there is no established trading market. Although we have registered the registered notes under the Securities Act, we do not intend to apply for listing of the registered notes on any securities exchange or for quotation of the new notes in any automated dealer quotation system. In addition, the initial purchasers of the notes have informed us that they currently intend to make a market in the registered notes, as permitted by the applicable laws and regulations. However, the initial purchasers have no obligation to do so and may discontinue making a market at any time without notice. Therefore, we cannot assure you that an active market for the registered note will develop or, if developed that it will continue. Historically, the market for noninvestment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the registered notes. We cannot assure you that the market, if any, for the registered notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the registered notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors. Finally, if a large number of holders of outstanding notes do not tender outstanding notes or tender outstanding notes improperly, the limited amount of registered notes that would be issued and outstanding after we consummate the exchange offer could adversely affect the development of a market for the registered notes.

If a bankruptcy proceeding or lawsuit were to be initiated by unpaid creditors, the guarantees of the notes could come under review for federal or state fraudulent transfer violations. Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, obligations under guarantees of the notes could be voided, or claims in respect of the guarantees of the notes could be subordinated to all other


	•	received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and

	•	one of the following applies:


	—	it was insolvent or rendered insolvent by reason of such incurrence;

	—	it was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

	—	it intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor under the guarantee of the notes could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor.

The measure of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:


	•	the sum of its debts, including contingent liabilities, was greater than the fair salable value of all of its assets;

	•	the present fair salable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

	•	it could not pay its debts as they become due.

We cannot be sure as to the standards that a court would use to determine whether or not the guarantors were solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the guarantee of the notes would not be voided or the guarantee of the notes would not be subordinated to that guarantor’s other debt.

If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration.

A court could thus void the obligations under the guarantee or subordinate the guarantee to the applicable guarantor’s other debt or take other action detrimental to holders of the notes.

Our success has been, and is expected to remain, dependent on maintaining good working relationships with the organizations that sanction the races we promote at our facilities, particularly NASCAR, the sanctioning body for the NASCAR NEXTEL Cup, NASCAR Busch and NASCAR Craftsman Truck series events. NASCAR-sanctioned races conducted at our wholly-owned subsidiaries accounted for approximately 84% of our revenues in fiscal 2003. Each NASCAR sanctioning agreement is awarded on an annual basis. NASCAR is not required to continue to enter into, renew or extend sanctioning agreements with us to conduct any event. Moreover, although our general growth strategy includes the possible development and/or acquisition of additional motorsports facilities, it cannot be assured that any sanctioning body, including NASCAR, will enter into sanctioning agreements with us to conduct races at any of our newly developed or acquired facilities. Failure to obtain a sanctioning agreement for a major NASCAR event could negatively affect us. Similarly, notwithstanding NASCAR’s approvals of our proposals for realignment of NASCAR NEXTEL Cup Series dates among our facilities

We promote outdoor motorsports events. Weather conditions affect sales of, among other things, tickets, food, drinks and merchandise at these events. Poor weather conditions could have a negative effect on us, particularly as it relates to event day ticket sales.

If an event scheduled for one of our facilities is postponed because of weather or other reasons such as, for example, the general postponement of all major sporting events in the United States following the September 11, 2001 terrorist attacks, we could incur increased expenses associated with conducting the rescheduled event, as well as possible decreased revenues from tickets, food, drinks and merchandise at the rescheduled event. If such an event is cancelled, we would incur the expenses associated with preparing to conduct the event as well as losing the revenues, including live broadcast revenues, associated with the event, to the extent such losses were not covered by insurance.

If a cancelled event is part of the NASCAR NEXTEL Cup or NASCAR Busch series, in the year of cancellation we could experience a reduction in the amount of money we expect to receive from television revenues for all of our NASCAR-sanctioned events in the series that experienced the cancellation. This would occur if, as a result of the cancellation, and without regard to whether the cancelled event was scheduled for one of our facilities, NASCAR experienced a reduction in television revenues greater than the amount scheduled to be paid to the promoter of the cancelled event.

Our financial results depend significantly upon a number of factors relating to discretionary consumer and corporate spending, including economic conditions affecting disposable consumer income and corporate budgets such as:


	•	employment;

	•	business conditions;

	•	interest rates; and

	•	taxation rates.

These factors can impact both attendance at our events and advertising and marketing dollars available from the motorsports industry’s principal sponsors and potential sponsors. There can be no assurance that consumer and corporate spending will not be affected adversely by economic and other lifestyle conditions (such as epidemiological crises), thereby impacting our growth, revenue and profitability. 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, by a terrorist attack at any mass gathering or fear of such attacks, or by 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. A weakened economic and business climate, as well as consumer uncertainty created by such a climate, could adversely affect our financial results.

William C. France, our Chairman of the Board, James C. France, our Vice Chairman and Chief Executive Officer, and Lesa France Kennedy, our President and one of our directors, are all members of the France Family Group in addition to holding positions with NASCAR. Members of the France Family


	•	the terms of any sanctioning agreements that may be awarded to us by NASCAR;

	•	the amount of time the employees mentioned above and certain of our other employees devote to NASCAR’s affairs; and

	•	the amounts charged or paid to NASCAR for office rental, transportation costs, shared executives, administrative expenses and similar items.

Our continued success depends upon the availability and performance of our senior management team, including William C. France, James C. France and Lesa France Kennedy. Each of these individuals possesses unique and extensive industry knowledge and experience. While we believe that our senior management team has significant depth, the loss of any of the individuals mentioned above, or our inability to retain and attract key employees in the future, could have a negative effect on our operations and business plans.

The France Family Group members, together, beneficially own approximately 35% of our capital stock and approximately 60% of the combined voting power of both classes of our common stock. Accordingly, if members of the France Family Group vote their shares of common stock in the same manner, they can (without the approval of our other shareholders) elect our entire Board of Directors and determine the outcome of various matters submitted to shareholders for approval, including fundamental corporate transactions. If holders of class B common stock other than the France Family Group elect to convert their beneficially owned shares of class B common stock into shares of class A common stock and members of the France Family Group do not convert their shares, the relative voting power of the France Family Group will increase. Voting control by the France Family Group may discourage certain types of transactions involving an actual or potential change in control of us, including transactions in which the holders of class A common stock might receive a premium for their shares over prevailing market prices.

The Internal Revenue Service is currently performing a periodic examination of our federal income tax returns for the years ended November 30, 1999, 2000, 2001 and 2002 and is examining the tax depreciation treatment for a significant portion of our motorsports entertainment facility assets. 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. While we believe that our application of the federal income tax regulations in question is appropriate, and we intend to vigorously defend the merits of our position, an adverse resolution of these matters could result in a material negative impact on cash flow.

Motorsports can be dangerous to participants and spectators. We maintain insurance policies that provide coverage within limits that we believe should generally be sufficient to protect us from a large financial loss due to liability for personal injuries sustained by persons on our property in the ordinary course of our business. There can be no assurance, however, that the insurance will be adequate or available at all times and in all circumstances. Our financial condition and results of operations could be

In addition, sanctioning bodies could impose more stringent safety regulations. Such regulations could include, among other things, the installation of new retaining walls at our facilities, which could increase our capital expenditures and/or expenses.

As an entertainment company, our racing events face competition from other spectator-oriented sporting events and other leisure, entertainment and recreational activities, including professional football, basketball, hockey and baseball. As a result, our revenues are affected by the general popularity of motorsports, the availability of alternative forms of recreation and changing consumer preferences. Our racing events also compete with other racing events sanctioned by various racing bodies such as NASCAR, IRL, United States Auto Club, National Hot Rod Association, International Motorsports Association, Sports Car Club of America, Grand American Road Racing Association, the Automobile Racing Club of America and others. We believe that the primary elements of competition in attracting motorsports spectators and corporate sponsors to a racing event and facility are the type and caliber of promoted racing events, facility location, sight lines, pricing and customer conveniences that contribute to a total entertainment experience. Many sports and entertainment businesses have resources that exceed ours.

We believe that our operations are in material compliance with all applicable federal, state and local environmental, land use and other laws and regulations. Nonetheless, if it is determined that damage to persons or property or contamination of the environment has been caused or exacerbated by the operation or conduct of our business or by pollutants, substances, contaminants or wastes used, generated or disposed of by us, or if pollutants, substances, contaminants or wastes are found on property currently or previously owned or operated by us, we may be held liable for such damage and may be required to pay the cost of investigation and/or remediation of such contamination or any related damage. The amount of such liability as to which we are self-insured could be material. State and local laws relating to the protection of the environment also can include noise abatement laws that may be applicable to our racing events. Our existing facilities continue to be used in situations where the standards for new facilities to comply with certain laws and regulations, including the Americans with Disabilities Act, are constantly evolving. Changes in the provisions or application of federal, state or local environmental, land use or other laws, regulations or requirements to our facilities or operations, or the discovery of previously unknown conditions, also could require us to make additional material expenditures to remediate or attain compliance.

Our development of new motorsports facilities (and, to a lesser extent, the expansion of existing facilities) requires compliance with applicable federal, state and local land use planning, zoning and environmental regulations. Regulations governing the use and development of real estate may prevent us from acquiring or developing prime locations for motorsports facilities, substantially delay or complicate the process of improving existing facilities, and/or increase the costs of any of such activities.

Developing and/or acquiring new motorsports facilities is important to our growth strategy. Our ability to acquire or develop motorsports facilities depends on a number of factors, including, but not limited to:


	•	our ability to obtain additional sanctioning agreements to promote NASCAR NEXTEL Cup Series, NASCAR Busch Series or other major events at any new facilities;


	•	the cooperation of local government officials;

	•	our capital resources;

	•	our ability to control construction and operating costs; and

	•	our ability to hire and retain qualified personnel.

Our growth strategy may be negatively impacted to the extent any of these factors hamper our ability to develop new motorsports facilities.

Expenses associated with developing, constructing and opening a new facility may negatively affect our financial condition and results of operations in one or more future reporting periods. The cost of any new facility will depend on a number of factors, including but not limited to:


	•	the facility’s location;

	•	the extent of our ownership interest in the facility; and

	•	the degree of any municipal or other public support.

Although we believe that we will be able to obtain financing to fund the acquisition, development and/or construction of additional motorsports facilities, we cannot be sure that adequate debt or equity financing will be available on satisfactory terms. Our inability to obtain such financing could negatively impact our growth strategy.

The motorsports industry generates significant recurring revenue from the promotion, sponsorship and advertising of various companies and their products. Actual or proposed government regulation can impact negatively the availability to the motorsports industry of this promotion, sponsorship and advertising revenue. As examples, advertising by the tobacco and alcoholic beverage industries generally is subject to greater governmental regulation than advertising by other sponsors of our events. The combined advertising and sponsorship revenue from the tobacco and alcoholic beverage industries accounted for approximately 1.1% of our total revenues in fiscal 2003. In addition, the tobacco and alcoholic beverage industries have provided financial support to the motorsports industry through, among other things, their purchase of advertising time, their sponsorship of racing teams and their sponsorship of racing series such as the NASCAR NEXTEL Cup and NASCAR Busch series. Implementation of further restrictions on the advertising or promotion of tobacco or alcoholic beverage products could adversely affect us.

We will not receive any proceeds from the exchange offer. In consideration for issuing the registered notes as contemplated in this prospectus, we will receive in exchange the outstanding notes in like principal amount. The outstanding notes surrendered in exchange for the registered notes will be retired and canceled and cannot be reissued. The issuance of the registered notes will not result in any increase in our indebtedness.

The following table sets forth our capitalization as of May 31, 2004 on an actual historical basis. This table should be read in conjunction with our consolidated financial statements and related notes incorporated by reference into this offering memorandum.


(1)	At May 31, 2004 we have the full amount available to draw upon under our $300.0 million revolving credit facility.

The following table sets forth our selected financial data as of and for each of the last five fiscal years in the period ended November 30, 2003 and for the six months ended May 31, 2003 and 2004. The selected financial data as of and for the five fiscal years in the period ended November 30, 2003, have been derived from our audited historical consolidated financial statements, which financial statements have been audited by Ernst & Young LLP, independent certified public accountants, as indicated in their reports thereon. The income statement data and balance sheet data as of and for the six months ended May 31, 2003 and May 31, 2004, have been derived from our unaudited consolidated financial statements and, in the opinion of management, include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information set forth therein. The results of operations for the six months ended May 31, 2004 are not necessarily indicative of results for the full year. Due to the sale of North Carolina in July 2004, its results of operations are presented as discontinued operations in all periods presented in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets.” You should read the selected financial data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes incorporated by reference in this offering memorandum.


(1)	Reflects the accounting for the discontinued operations of North Carolina Speedway which was sold on July 1, 2004. The loss from discontinued operations in fiscal 2002 includes the adoption of SFAS No. 142, which resulted in a non-cash after-tax charge of approximately $64.0 million.

(2)	Reflects the adoption of SFAS No. 142, which resulted in a non-cash after-tax charge of approximately $453.2 million in the first quarter of fiscal 2002. Included in this charge is approximately $3.4 million associated with our equity investment in Raceway Associates.

(3)	We calculate EBITDA as earnings before the cumulative effect of accounting change, income or loss from discontinued operations, income taxes, the North Carolina Speedway litigation expense, minority interest, equity in net income or loss from equity investments, the loss on early redemption of debt, interest expense (net of interest income), expenses relating to our Homestead-Miami Speedway track reconfiguration, the impairment of long-lived assets associated with Nazareth Speedway and depreciation and amortization. We believe EBITDA is a meaningful measure of performance as it is commonly used to analyze operating performance, liquidity and ability to service indebtedness. EBITDA should not be construed as income from operations, net income or cash flow from operations as determined by generally accepted accounting principles in the United States. Other companies may calculate EBITDA differently. The following table summarizes the calculation of EBITDA for the periods indicated:

(4)

For the purpose of computing this ratio, earnings consist of income from continuing operations before income taxes, equity in net income (loss) from equity investments and fixed charges (such fixed charges have been adjusted to exclude capitalized interest). Fixed charges consist of interest expense, including capitalized interest, amortization of loan costs related to long-term debt and the estimated


	interest component of rent expense. On a pro forma basis, giving effect to the use of a portion of the proceeds for the redemption of our 7.875% Senior Notes due 2004 and as if the redemption occurred at the beginning of the period, our ratio of earnings to fixed charges for the year ended November 30, 2003 would have been 8.1x and for the six months ended May 31, 2004 would have been 6.4x.

(5)	Does not include the operations of Chicagoland or Route 66 Raceway, which are not included in our operating income.

(6)	Represents number of grandstand seats at our majority-owned and/or operated major motorsports facilities as of November 30 for full year results and May 31 for semi-annual results.

(7)	Other major motorsports events means the NASCAR Busch Series, NASCAR Craftsman Truck Series, IRL IndyCar Series, Champ Car World Series, International Race of Champions and Automobile Racing Club of America events held at our majority-owned and/or operated motorsports facilities during the period in which they were included in our consolidated earnings.

We derive revenues primarily from (i) admissions to racing events and motorsports activities held at our facilities, (ii) revenue generated in conjunction with or as a result of motorsports events and activities conducted at our facilities, and (iii) catering, concession and merchandising services during or as a result of these events and activities.

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

“Motorsports related income” primarily includes television, radio and ancillary rights fees, promotion and sponsorship fees, hospitality rentals (including luxury suites, chalets and the hospitality portion of club seating), advertising revenues, royalties from licenses of our trademarks and track rentals. Our revenues from corporate sponsorships are paid in accordance with negotiated contracts, with the identities of sponsors and the terms of sponsorship changing from time to time. NASCAR contracts directly with certain network providers for television rights to the entire NASCAR NEXTEL Cup and NASCAR Busch series schedules. NASCAR’s current broadcast contracts with NBC Sports and Turner Sports extend through 2006 and through 2008 with FOX and its FX cable network (with the final two years at NASCAR’s option). 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.

“Food, beverage and merchandise income” includes revenues from concession stands, hospitality catering, direct sales of souvenirs, 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 costs of competition paid to sanctioning bodies other than NASCAR, labor, advertising and other expenses associated with the promotion of our motorsports events and activities, and (iii) food, beverage and merchandise expenses, consisting primarily of labor and costs of goods sold.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. Actual results could differ from those estimates. Management continually reviews its accounting policies, how they are applied and how they are reported and disclosed in the financial statements. The following is a summary of our more significant accounting estimates and how they are applied in the preparation of the financial statements.

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. Revenues and related expenses from the sale of merchandise to retail customers, catalog and internet sales and direct sales to dealers are recognized at the time of sale. We believe that our revenue recognition policies follow guidance issued by the SEC in Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements.”

Accounts Receivable. We review the valuation of our accounts receivable on a monthly basis. The 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.

Long-lived Assets and Goodwill. Our consolidated balance sheets include significant amounts of long-lived assets and goodwill. Current accounting standards require testing these assets for impairment 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 assumptions are made. Actual results could differ materially from these 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.

Insurance. 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. The estimated accruals for these liabilities could be significantly affected if future occurrences and claims differ from these assumptions and historical trends.

Derivative Instruments. From time to time, we utilize derivative instruments in the form of interest rate swaps to assist in managing our interest rate risk. We do not enter into any derivative instruments for trading purposes. All of our derivative instruments qualify, or have qualified, for the use of the “short-cut” method of accounting to assess hedge effectiveness in accordance with SFAS No. 133, as amended, and are recognized in our consolidated balance sheet at their fair value. The fair values of our derivative investments are based on quoted market prices at the date of measurement.

Income Taxes. 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.

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 is 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 is not determinable. Legal and other costs incurred in conjunction with loss contingencies are expensed as incurred.

In May 2004, we announced that through our North Carolina Speedway, Inc. subsidiary we had entered into an agreement to acquire the assets of Martinsville Speedway, and to assume the operations as well as certain liabilities of Martinsville for approximately $192 million, plus certain acquisition costs. Martinsville is privately owned, and certain members of the France Family Group, which controls in excess of 60% of the combined voting interest of the Company, own 50% of Martinsville. The acquisition was funded by $100.4 million in proceeds from the sale of the assets of North Carolina Speedway and approximately $91.6 million in cash. The Martinsville acquisition closed on July 13, 2004. Martinsville’s operations will be included in our consolidated operations subsequent to the date of acquisition. Through May 31, 2004, we recorded approximately $2.3 million of capitalized acquisition related costs, which are included in other assets.

Located in southern Virginia, Martinsville is one of only two one-half mile tracks on the NASCAR NEXTEL Cup Series circuit. It seats approximately 63,000 grandstand spectators and offers premium

The purchase price for the Martinsville acquisition is subject to certain non-material adjustments and prorations of working capital, and will be allocated to the assets acquired and liabilities assumed based upon their fair market values at the acquisition date, as determined by an independent appraisal. Included in this acquisition are certain indefinite-lived intangible assets attributable to the NASCAR sanction agreements currently in place and goodwill.

As required by the settlement agreement in the Ferko/ Vaughn litigation (“Settlement Agreement”) dated April 8, 2004, our North Carolina Speedway, Inc. subsidiary entered into an Asset Purchase Agreement with a subsidiary of SMI for the sale of the tangible and intangible assets and operations of North Carolina. Under the terms of the Settlement Agreement, SMI’s subsidiary purchased North Carolina’s assets and assumed its operations for approximately $100.4 million in cash. The sale of North Carolina’s assets closed on July 1, 2004 and we expect to record an approximate $36 million after-tax gain in our third quarter of fiscal 2004.

For all periods presented, in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets,” the results of operations of North Carolina are presented as discontinued operations.

SFAS No. 144 requires impairment losses equal to the difference between the carrying value of the asset and its fair value to be recognized for long-lived assets, if events or circumstances indicate that the carrying value of an asset may not be recoverable. In May 2004, we announced our intention to request realignment of the NASCAR Busch Series and Indy Racing League IndyCar Series events, currently conducted at Nazareth Speedway 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. We believe that we can more successfully grow these events over the long term at a facility other than Nazareth and we are currently working toward realignments with the sanctioning bodies involved.

The realignment of the events conducted at Nazareth and the indefinite suspension of major motorsports event operations at the facility are expected to have a significant adverse effect on Nazareth’s future revenues and cash flows. As a result of these changes in Nazareth’s operations, in the second quarter of fiscal 2004 a detailed analysis of Nazareth’s long-lived assets and their estimated future undiscounted cash flows was completed. The projected undiscounted cash flow analysis was not sufficient to recover the carrying amount of Nazareth’s property and equipment. We evaluated Nazareth’s long-lived assets’ estimated fair value using a discounted cash flow assessment as well as comparable prices for similar property, which resulted in the identification and measurement of an impairment loss of approximately $13.2 million, or $0.16 per diluted share.

Our success has been, and is expected to remain, dependent on maintaining good working relationships with the organizations that sanction events at our facilities, particularly with NASCAR, whose sanctioned events at our wholly-owned facilities accounted for approximately 84% of our revenues in fiscal 2003. 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. In June 2003, we announced that NASCAR approved our proposal for realignment of NASCAR NEXTEL Cup Series events among certain of our

facilities for the 2004 season. The net result of these realignments was that The California Speedway will host an additional NASCAR NEXTEL Cup Series event weekend during the Labor Day weekend beginning in 2004 and the schedule of events at North Carolina was reduced to one NASCAR NEXTEL Cup Series event weekend in February 2004. Further, in May 2004 we received NASCAR’s approval for the realignment of additional NASCAR NEXTEL Cup events in our portfolio beginning in fiscal 2005. The net results of these additional realignments is the addition of a second NEXTEL Cup weekend for Phoenix International Raceway beginning in 2005 and the reduction of Darlington’s event schedule by one NEXTEL Cup weekend. We believe that these realignments will result in a net positive impact to our fiscal 2004 and 2005 revenue and earnings and will provide an opportunity to increase the sport’s exposure in highly desirable markets, which will benefit the sport’s fans, teams, sponsors and television broadcast partners as well. 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. We expect media rights revenues, as well as variable costs tied to the percentage of broadcast rights fees required to be paid to competitors as part of NASCAR NEXTEL Cup and NASCAR Busch series sanction agreements, to continue to increase over the term of the current contracts based on NASCAR’s announcement that the annual increase in the domestic television rights fees will range between 15% and 21% from 2001 through 2006. Television broadcast and ancillary rights fees received from NASCAR for the NASCAR NEXTEL Cup and NASCAR Busch series events conducted at our wholly-owned facilities for the three months and six months ended May 31, 2004 were $39.6 million and $79.2 million, respectively, as compared to $32.4 million and $64.9 million, respectively, during the same periods of the prior year.

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. As previously discussed, included in these NASCAR direct expenses are 25% of the domestic television broadcast rights fees allocated to our NASCAR NEXTEL Cup and NASCAR Busch 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.

Current and future 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 and 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 recognize 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. Based upon recent

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.

Our future operating results could be adversely impacted by the postponement or cancellation of one or more major motorsports events. A postponement or cancellation could be caused by a number of factors, including inclement weather, 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 with Iraq or other acts or prospects of war.

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. Further, 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.

The 2004 IRL event weekend at Homestead-Miami Speedway was conducted in our first fiscal quarter as compared to being conducted in our second fiscal quarter in 2003. As well, the 2004 NASCAR Craftsman Truck Series event at Darlington will be conducted in our fourth fiscal quarter as compared to being conducted in our second fiscal quarter in 2003. These scheduling changes impact the comparability of the respective reporting periods.

Because of the seasonal concentration of racing events, the results of operations for the three-and six-month periods ended May 31, 2003 and 2004 are not indicative of the results to be expected for the year.

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

Admissions revenue increased approximately $2.6 million, or 5.9%, for the three months ended May 31, 2004, as compared to the three months ended May 31, 2003. This increase was primarily attributable to:


	•	increased attendance for the NASCAR NEXTEL Cup weekends at Talladega and Darlington;

	•	increased attendance for the NASCAR Busch Series event at California preceding the sold-out NASCAR NEXTEL Cup event at that facility;

	•	increased seating capacity for the sold-out NASCAR NEXTEL Cup event as well as increased attendance for the NASCAR Busch Series event at Richmond, and;

	•	increased attendance for certain motorcycle races at Daytona.

To a lesser extent, an increase in the weighted average ticket price for events at Richmond contributed to the increase. These increases were partially offset by the timing of the IRL weekend at Homestead-Miami and the NASCAR Craftsman Truck Series event at Darlington as well as implementation of a new tiered pricing structure for the Talladega events.

Admissions revenue increased approximately $2.3 million, or 2.6%, for the six months ended May 31, 2004, as compared to the six months ended May 31, 2003. This increase was primarily attributable to the previously discussed second quarter increases in attendance and seating capacity. To a lesser extent, an

Motorsports related income increased approximately $8.2 million, or 13.8%, and approximately $18.8 million, or 16.1%, for the three months and six months ended May 31, 2004, respectively, as compared to the same periods of the prior year. These increases were primarily attributable to television broadcast rights fees for NASCAR NEXTEL Cup and NASCAR Busch series events conducted during the respective periods. Advertising, sponsorship and hospitality revenues and other race related revenues for events conducted during the periods also contributed to the increase. These increases were partially offset by the previously described timing of events at Homestead-Miami and Darlington and a decrease in licensing revenues.

Food, beverage and merchandise income increased approximately $2.2 million, or 14.6%, and approximately $2.5 million, or 8.1%, for the three months and six months ended May 31, 2004, as compared to the same periods of the prior year. These increases were primarily attributable to our Americrown subsidiary assuming certain operations that were conducted by third party vendors paying us a commission on sales in prior years combined with the previously described attendance increases. Sales at the gift shop adjacent to DAYTONA USA also contributed to the increases. These increases were partially offset by the previously described timing of events at Homestead-Miami and Darlington. Further, the increase during the six month period was significantly offset by nonrecurring income of approximately $1.6 million, or $0.02 per diluted share, recorded in the 2003 fiscal period related to our ongoing activities to audit third party vendors’ sales reports for prior years.

Prize and point fund monies and NASCAR sanction fees increased approximately $2.0 million, or 8.5%, and approximately $4.2 million, or 9.9%, for the three months and six months ended May 31, 2004, as compared to the same periods of the prior year. These increases were primarily due to increased prize and point fund monies paid by NASCAR to participants in events conducted during the periods. These increases were primarily attributable to the increased television broadcast rights fees for the NASCAR NEXTEL Cup and NASCAR Busch series events conducted during the periods, as standard NASCAR sanction agreements require that a specified percentage of broadcast rights fees be paid to competitors.

Motorsports related expenses increased approximately $555,000, or 2.2%, and approximately $3.6 million, or 8.2%, for the three months and six months ended May 31, 2004, as compared to the same periods of the prior year. The increases were primarily attributable to increased operating costs for certain events and other activities conducted during the periods. The increase for the three-month period was significantly offset by the timing of the IRL weekend at Homestead-Miami mainly due to non-NASCAR sanction fees recorded as part of motorsports related expenses. Motorsports related expenses as a percentage of combined admissions and motorsports related income decreased to approximately 22.6% during the three-month period ended May 31, 2004, as compared to 24.4% during the same period in the prior year, mainly due to the increase in television broadcast rights fees and the previously discussed timing of the Homestead-Miami IRL weekend. Motorsports related expenses as a percentage of combined admissions and motorsports related income decreased to approximately 20.7% for the six-month period ended May 31, 2004, as compared to 21.1% during the same period in the prior year, mainly due to increased television broadcast rights fees offsetting increases in operating costs and non-NASCAR sanction fees.

Food, beverage and merchandise expenses increased approximately $1.7 million, or 18.1%, and approximately $3.3 million, or 18.6%, for the three months and six months ended May 31, 2004, as compared to the same periods of the prior year. These increases were primarily attributable to increased product and other variable costs associated with increased sales and to our Americrown subsidiary assuming certain operations that were conducted by third party vendors paying us a commission on sales in

General and administrative expenses increased approximately $2.2 million, or 11.1%, and approximately $3.7 million, or 9.3%, for the three months and six months ended May 31, 2004, as compared to the same periods of the prior year. These increases were attributable to a net increase in a number of costs related to the expansion of our ongoing business as well as certain strategic development costs. General and administrative expenses as a percentage of total revenues were consistent for the three- and six-month periods ended May 31, 2004, as compared to the same periods in the prior year, with increased television broadcast rights fees for NASCAR NEXTEL Cup and NASCAR Busch series events offsetting increases in general and administrative expenses.

Depreciation and amortization expense increased approximately $570,000, or 5.4%, and approximately $1.5 million, or 7.4%, for the three months and six months ended May 31, 2004, as compared to the same periods of the prior year. These increases were primarily attributable to the track reconfiguration project at Homestead-Miami completed in the fourth quarter of fiscal 2003, the installation of SAFER (steel and foam energy reduction) walls at Richmond, Homestead-Miami, Phoenix, Talladega and California, a new pedestrian/vehicular tunnel at Phoenix, certain strategic technology initiatives and other ongoing improvements to our facilities.

The approximately $13.2 million, or $0.16 per diluted share, non-cash charge for impairment of long-lived assets relates to our previously discussed strategic decision to request realignment of the NASCAR and IRL race event dates from Nazareth to other facilities within our portfolio beginning in fiscal 2005.

During the second quarter of fiscal 2003 we recorded a non-cash before-tax charge of approximately $2.8 million, or $0.03 per diluted share, for the net book value of certain undepreciated assets removed in connection with a major track reconfiguration project at Miami. The project increased the track banking to a maximum of 20 degrees in the turns through an innovative variable-degree banking system which we believe succeeded in enhancing the quality of racing entertainment at this facility.

Interest income increased by approximately $628,000, or 131.7%, and approximately $1.1 million, or 154.6%, for the three months and six months ended May 31, 2004, as compared to the same periods of the prior year. The increases were primarily due to higher cash balances in the current year period, which included the proceeds of the $300 million senior notes issued in April 2004.

Interest expense increased by approximately $1.1 million, or 19.5%, and approximately $685,000, or 5.8%, for the three months and six months ended May 31, 2004, as compared to the same periods of the prior year. On April 23, 2004, we closed on a private placement of $150 million 4.20 percent senior notes due 2009, and $150 million 5.40 percent senior notes due 2014 (collectively the “2004 Senior Notes”). We used a substantial majority of the net proceeds from the transaction to redeem our existing $225 million 7.875 percent senior notes issued in October 1999 and due October 15, 2004 (“1999 Senior Notes”), including the payment of redemption premium and accrued interest on May 28, 2004. Interest on the 2004 Senior Notes issued in April 2004 was approximately $1.5 million. In addition, we continued to incur interest of approximately $1.6 million on our previously existing 1999 Senior Notes from April 23, 2004 through May 28, 2004. The increase in interest for the 2004 Senior Notes was partially offset by the amortization of premium on an interest rate swap terminated early in the current year, a decrease in the amount outstanding on a term loan for our Homestead-Miami facility and an increase in capitalized interest.

As discussed above, we used the proceeds from our 2004 Senior Notes to redeem and retire all of our outstanding 1999 Senior Notes. As a result, in the second quarter of fiscal 2004 we recorded an approximately $5.0 million loss on early retirement of debt comprised of a redemption premium of approximately $5.3 million, associated unamortized net deferred financing costs and unamortized original issuance discount, which were partially offset by gain recognition on unamortized deferred interest rate swap terminations associated with the 1999 Senior Notes.

Equity in net loss from equity investments represents our pro rata share of the current losses from our 37.5% equity investment in Raceway Associates. Raceway Associates owns and operates Chicagoland Speedway and Route 66 Raceway. Because of the seasonal concentration of racing events at these facilities, the results of operations for the three- and six-month periods ended May 31, 2004 and May 31, 2003 are not indicative of the results to be expected for the year.

The increase in our effective income tax rate for the three months and six months ended May 31, 2004, as compared to the same periods of the prior year, is primarily attributable to state tax implications related to the impairment of Nazareth’s long-lived assets and, to a lesser extent, an increase in our blended state tax rate. In addition, the effective income tax rate of our continuing operations increased in all periods presented as a result of the allocation of income taxes to North Carolina, which are presented as discontinued, net of tax. Because of the aforementioned items, our effective income tax rate on continuing operations is 43.9% for the second quarter of fiscal 2004. We expect our effective income tax rate on continuing operations for each of the third and fourth quarters of fiscal 2004 to be approximately 39.3%.

The operations of North Carolina are presented as discontinued operations, net of tax, from the beginning of each period presented in accordance with SFAS No. 144. As previously discussed, the sale of North Carolina’s assets to SMI closed on July 1, 2004.

As a result of the foregoing, our net income decreased approximately $6.4 million, or $0.13 per diluted share, and approximately $4.0 million, or $0.07 per diluted share, for the three months and six months ended May 31, 2004, respectively, as compared to the same respective periods of the prior year.

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, 2004, we had cash, cash equivalents and short-term investments totaling approximately $364.5 million, $300.0 million principal amount of senior notes outstanding, total borrowings of $7.0 million under a term loan, and a debt service funding commitment of approximately $69.9 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 working capital of approximately $221.3 million at May 31, 2004. At November 30, 2003 we had a working capital deficit of $104.8 million primarily due to the 1999 Senior Notes, which were repaid in full in May 2004 with the proceeds from issuance of the 2004 Senior Notes.

Our current liquidity is primarily generated from our ongoing motorsports operations, and we expect our strong operating cash flow to continue in the future. In addition, we have the full amount available to draw upon under our $300.0 million 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.

Net cash provided by operating activities was approximately $118.1 million for the six months ended May 31, 2004, compared to approximately $112.2 million for the six months ended May 31, 2003. The


	•	an increase in deferred income of approximately $60.4 million;

	•	depreciation and amortization of approximately $22.0 million;

	•	an impairment of long-lived assets of approximately $13.2 million;

	•	deferred income taxes of approximately $9.3 million;

	•	a loss on early retirement of debt of approximately $5.0 million; and

	•	undistributed loss from equity investments of approximately $2.9 million.

These differences are partially offset by an increase in inventories, prepaid expenses and other assets of approximately $11.5 million, an increase in receivables of approximately $11.3 million and a decrease in accounts payable and other liabilities of approximately $6.4 million.

Net cash used in investing activities was approximately $41.1 million for the six months ended May 31, 2004, compared to approximately $19.5 million for the six months ended May 31, 2003. Our use of cash for investing activities reflects approximately $39.6 million in capital expenditures, as further described below, and approximately $1.1 million of capitalized acquisition costs related to the Martinsville Speedway, as further described below.

Net cash provided by financing activities was approximately $63.3 million for the six months ended May 31, 2004, compared to the net cash used in financing activities of approximately $5.8 million for the six months ended May 31, 2003. Our cash provided by financing activities reflects the proceeds from the issuance of the 2004 Senior Notes of approximately $299.6 million and the proceeds from the termination of the interest rate swap agreements of approximately $2.8 million. These proceeds from financing activities were partially offset by the retirement of our 1999 Senior Notes and payments on our term loan aggregating approximately $231.5 million, payment of the redemption premium attributable to the 1999 Senior Notes of approximately $5.3 million and payment of deferred financing costs related to the 2004 Senior Notes of approximately $1.9 million.

Capital expenditures totaled approximately $39.6 million for the six months ended May 31, 2004, compared to approximately $22.8 million for the six months ended May 31, 2003. Capital expenditures during the six months ended May 31, 2004, were related to acquisition of land and land improvements for expansion of parking, camping capacity and other uses, the installation of SAFER (steel and foam energy reduction) walls at several facilities, track lighting projects at California and Darlington, increased grandstand seating capacity at Richmond, construction of an IMAX theater at DAYTONA USA, the purchase of equipment and other assets associated with our food, beverage and merchandising operations and a variety of other improvements and renovations to our facilities.

Based on capital projects currently approved we expect to make capital expenditures totaling approximately $138.1 million subsequent to May 31, 2004, which are expected to be completed within the next 24 months. This includes our previously announced multi-faceted infield renovation project at Daytona, the acquisition of land and land improvements for expansion of parking, camping capacity and other uses, the installation of SAFER (steel and foam energy reduction) walls at several facilities, the installation of and completion of track lighting projects at Phoenix, California and Darlington, the purchase of equipment and other assets associated with our food, beverage and merchandising operations and a variety of other improvements and renovations to our facilities.

During the third quarter of 2004, we expect to record a non-cash before tax charge of less than $1 million for the net book value of certain undepreciated assets removed in connection with the infield renovation project at Daytona.

As a result of these currently approved projects and current year capital expenditures made through May 31, 2004, we expect our total fiscal 2004 capital expenditures will be approximately $135 – $145 million at our existing facilities.

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

On April 23, 2004, we completed an offering of $300.0 million principal amount of unsecured senior notes in a private placement. At May 31, 2004, outstanding 2004 Senior Notes totaled approximately $301.8 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 beginning October 15, 2004 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.

Total gross proceeds from the sale of the 2004 Senior Notes were $300.0 million, net of discounts of approximately $431,000 and approximately $2.4 million of deferred financing fees. The deferred financing fees will be treated as additional interest expense and amortized over the life of the 2004 Senior Notes on an effective yield method. In March 2004, we entered into interest rate swap agreements to effectively lock in the interest rate of approximately $150.0 million of the 4.2% Senior Notes. We 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 issued approximately $71.3 million in TIF bonds in connection with the financing of construction of Kansas Speedway. At May 31, 2004 outstanding TIF bonds totaled approximately $68.6 million, net of the unamortized discount, which is comprised of a $20.2 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. We have agreed to guarantee Kansas Speedway Corporation’s Funding Commitment until certain financial conditions have been met. 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, 2004, the Unified Government had $5.8 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 is scheduled to mature in September 2008, and accrues interest at LIBOR plus 62.5 – 150 basis points, based on our highest debt rating as determined by specified rating agencies. At May 31, 2004, we did not have any borrowings outstanding under the Credit Facility.

Our Homestead-Miami subsidiary’s $7.0 million Term Loan is guaranteed by us. The final payment under the Term Loan is payable on December 31, 2004. Our Homestead-Miami subsidiary has an interest rate swap agreement that effectively fixes the floating rate on the outstanding balance under the Term

We are a member of Motorsports Alliance, LLC (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 September 15, 2005. At May 31, 2004, Raceway Associates had approximately $40.4 million outstanding under its term loan and no borrowings outstanding under its 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.

At May 31, 2004, we had contractual cash obligations to repay debt and to make payments under operating agreements, leases and commercial commitments in the form of guarantees and unused lines of credit.

Payments due under these long-term obligations are as follows as of May 31, 2004 (in thousands):

Commercial commitment expirations are as follows as of May 31, 2004 (in thousands):

During fiscal 1999, we announced our intention to search for a site for a major motorsports facility in the New York metropolitan area. Our efforts have included the evaluation of many different locations, including the Meadowlands Sports Complex in New Jersey. Most recently we identified a combination of land parcels in the New York City borough of Staten Island that could potentially be utilized for the development of a major speedway. During the three months ended May 31, 2004, we capitalized approximately $1.0 million in legal, consulting and other costs related to our negotiations, through a wholly-owned subsidiary, for the purchase of these parcels. In July 2004, through a joint venture arrangement with Related Retail Corporation (“Related”), we entered into agreements for the purchase of 676 acres of waterfront property in the New York City borough of Staten Island. Due to confidentiality clauses in the purchase agreements, financial terms have not been disclosed. As per the agreements, we are conducting due diligence on the property. Closing of the land purchases is contingent upon our and Related’s determination of a successful outcome of due diligence, and the preliminary results of a detailed feasibility study. In addition, the ultimate decision of whether to develop a motorsports facility in the area will be based on the overall results of a detailed feasibility study, including estimated construction cost, availability of public financing, permitting considerations, traffic and transportation analyses and other necessary project reviews. 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

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. 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 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 with 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. In addition, the Internal Revenue Service (the “Service”) is currently performing a periodic examination of our federal income tax returns for the years ended November 30, 1999, 2000, 2001 and 2002 and is examining the tax depreciation treatment for a significant portion of our motorsports entertainment facility assets. 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, 2004. 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 Service audits, is appropriate and we intend to vigorously defend the merits of our position, if necessary. While an adverse resolution of these matters could result in a material negative impact on cash flow, we believe that we have provided adequate reserves in our consolidated financial statements as of May 31, 2004, and, as a result, do not expect that such an outcome would have a material adverse effect on results of operations.

While the items discussed above could adversely affect our financial success and future cash flow, we believe that cash flows from operations, along with existing cash, cash equivalents, short-term investments and available borrowings under our 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; and

	•	any adjustment that may ultimately occur as a result of the examination by the Service;

We intend to pursue further development and/or acquisition opportunities (including the possible development of new motorsports facilities, including the New York metropolitan area, the Pacific Northwest 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 in 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.

We do not believe that inflation has had a material impact on our operating costs and earnings.

The motorsports industry consists of several distinct categories of auto racing, each with its own organizing body and sanctioned racing events. The Federation Internationale de l’Automobile, or FIA, based in Paris, France, is a worldwide governing body for auto racing, with representative members in more than 100 countries. The FIA’s United States representative is the Automobile Competition Committee of the United States (“ACCUS”), which in turn consists of the following eight member sanctioning organizations:

Total spectator attendance for NASCAR events (including all NASCAR NEXTEL Cup, NASCAR Busch and NASCAR Craftsman Truck series races) grew at a compound annual rate of approximately 7.0% from 1993 to 2003, greater than any other major U.S. professional sport. Nearly 350 million viewers watched NASCAR NEXTEL Cup and NASCAR Busch series televised events in 2003, a 50% increase over 2000. In addition, the NASCAR Busch Series average household viewership outperformed regular season average household viewership for the National Basketball Association and Major League Baseball by 20% and 50%, respectively, in 2003. The NASCAR NEXTEL Cup Series continues to be the second most-watched regular season sport on television and second highest rated among male viewers ages 18-34 and ages 18-49, behind only the National Football League. In addition, the 2003 EA Sports 500 from Talladega earned a 5.5 Nielsen rating, representing nearly 6 million viewers, the highest NASCAR NEXTEL Cup Series rating for an auto race that was broadcast in direct television competition with the National Football League.

Motorsports events generally are heavily promoted, with a number of supporting events surrounding each main race event. Examples of supporting events include secondary races, qualifying time trials, practice sessions, driver autograph sessions, automobile and product expositions, catered parties, fan forums, live television and radio shows and other related events, which are all designed to maximize the spectators’ overall entertainment experience and enhance the value to sponsors. The primary participants in the business of auto racing are sanctioning bodies, spectators, track operators, sponsors, broadcast and media partners, major automobile manufacturers, drivers, crew members, team owners and vendors of officially licensed merchandise.

Sanctioning bodies such as NASCAR and IRL sanction events at various race venues in exchange for fees from track operators. Sanctioning bodies are responsible for all aspects of race management necessary to conduct the event. They are responsible for regulating racing cars, drivers and teams, providing officials to ensure fair competition, as well as administering the purse and prize payments.

Motorsports is among the most watched sports worldwide and is among the fastest growing spectator sports in the United States. Annual attendance at all U.S. motorsports events is estimated to be more than 15 million people. We believe that the profile of the growing base of spectators, including demographics such as household income, education, gender and age, has considerable appeal to the primary participants in the business of auto racing.

Track operators, such as ISC, market and promote events at their facilities. Their principal revenue sources generally include admissions, television, radio and ancillary rights fees, promotion and sponsorship fees, the sale of merchandise, food and beverage concessions, hospitality fees paid for catered receptions and private parties, luxury suite and hospitality village rentals, parking and advertising on track signage and in souvenir racing programs. Sanction agreements require race track operators to pay fees for each sanctioned event conducted, including sanction fees and prize and championship point fund monies.

Drawn to the sport by its attractive demographics, the strong brand loyalty of the fans, and opportunities to build relationships with other corporate partners, sponsors are active in all aspects of auto racing. In addition to supporting racing teams by direct sponsorship of a team, which funds certain costs of their operations, sponsors support track operators by paying fees associated with rights to official status designations for specified product categories and the naming of events such as the Hershey’s Kisses 300, the Banquet 400 or the Ford 400. In addition, premier racing events such as the Daytona 500 frequently have multiple official corporate sponsors. Sponsors negotiate to receive specified advertising exposure through television and radio coverage, newspapers, race programs, brochures and advertising at the track. Finally, sponsors pay fees to track operators for the use of proprietary logos and trademarks to promote the sponsor’s association with an event and drive retail sales.

Broadcasters and other media channels arrange rights agreements directly with the individual sanctioning bodies. Broadcasters receive revenue from corporate sponsors and advertisers for promotional airtime during race events. Strong television performance and ongoing popularity of motorsports events are important because they help drive incremental advertising revenue. In addition, strong television performance raises the value of the overall rights contract, increasing the potential for a more lucrative deal in the future, which would drive revenue for all constituents. Finally, broadcasters play a significant role in promoting the sport by providing strong graphics, production values, music and talent, which all add to an exciting broadcast experience for fans.

Major automobile manufacturers, such as General Motors, Ford, DaimlerChrysler, Toyota and Honda play a key role in the success of the sport by providing financial support to drivers, teams and track operators; technological support in the form of research and development; and exposure for the sport through advertising and dealer promotion.

Beginning in 2004, Toyota further elevated its presence in motorsports by participating in the NASCAR Craftsman Truck Series, bringing its reputation for innovation and performance to the nation’s number one truck racing series.

The majority of drivers contract directly with individual team owners; however, some drivers own their teams. Drivers generally receive income from contracts with team owners, sponsorship fees and prize money. Drivers may also receive income from personal endorsement and merchandise licensing fees. The success and personality of a driver is an important marketing advantage because it can help attract corporate sponsorships and generate sales for vendors of officially licensed merchandise, including us. The efforts of each driver are supported by a number of other crew members, all of whom are supervised by a crew chief or team manager.

Team owners generally bear the financial risk of placing their teams in competition. They contract with drivers, acquire racing vehicles and support equipment, hire pit crews and mechanics and arrange sponsorship of their teams. Team owners generally receive income principally from sponsorships and prize money.

The growing popularity of motorsports events, combined with the demographics of the spectators, has resulted in substantial revenue growth for vendors of officially licensed racing-related merchandise. For example, according to NASCAR, sales of apparel, souvenirs, collectibles, automotive after-market accessories and other merchandise licensed by NASCAR, drivers, teams and track operators have climbed from approximately $80 million in 1990 to an estimated $2.1 billion in 2003.

The largest auto racing category in the United States, in terms of attendance, media exposure and sponsorships, is stock car racing. Stock car racing utilizes equipment similar in appearance to standard passenger automobiles. Stock car races are conducted on oval tracks, including short tracks of one-half mile or less in length, intermediate tracks between one-half mile and one mile in length and superspeedways of one mile or greater in length, as well as permanent road courses. The most prominent sanctioning body in stock car racing is NASCAR, based on such factors as geographic presence and number of members, series and sanctioned events.

Professional stock car racing developed in the southeastern United States in the 1930’s. It began to mature in 1947 when William H.G. France (the father of our Chairman and CEO and the grandfather of our President) organized NASCAR. The first NASCAR-sanctioned race was held in 1948 in Daytona Beach, Florida. In 1959, we completed construction of Daytona International Speedway and promoted the first Daytona 500. The motorsports industry began to gather momentum in the mid-1960’s, when major North American automobile and tire manufacturers first offered engineering and financial support. Evolving from the NASCAR Grand National Series that began in 1950, NASCAR created the NASCAR Winston Cup Series in the early 1970’s. Beginning in 2004, Nextel Communications replaced Winston as sponsor of the Cup Series. The NASCAR NEXTEL Cup Series will consist of 39 televised events, including three non-championship point events, at 23 tracks operating in 19 states in 2004. No track currently promotes more than two NASCAR NEXTEL Cup Series championship point events. The

Including our indirect interest in Chicagoland and the mid-year acquisition of Martinsville, our 2004 financial results from continuing operations are expected to include 20 NASCAR NEXTEL Cup Series races. In 2005, we are scheduled to host 21 NASCAR NEXTEL Cup Series races.

NASCAR also sanctions various other racing events and series, including the NASCAR Busch and NASCAR Craftsman Truck series. Many track operators, including us, host a NASCAR Busch or a NASCAR Craftsman Truck series event in conjunction with a NASCAR NEXTEL Cup Series event in order to boost overall attendance for a race weekend. In 2004, 34 NASCAR Busch Series events will be promoted at 26 tracks in 21 states. Including our indirect interest in Chicagoland, our 2004 financial results from continuing operations are expected to include 15 NASCAR Busch Series events, all of which are scheduled to be televised on FOX, NBC, TNT or FX. In 2005, we are scheduled to host 15 NASCAR Busch Series events. In 2004, 25 NASCAR Craftsman Truck Series events are scheduled to be promoted at 23 tracks in 19 states. Including our mid-year acquisition of Martinsville our 2004 financial results from continuing operations are expected to include nine NASCAR Craftsman Truck Series races, all of which are scheduled to be televised on Speed Channel. In 2005, we are scheduled to host nine NASCAR Craftsman Truck Series events.

NASCAR’s growing fan base is attractive to advertisers and sponsors. One in three U.S. adults currently follow the sport. Moreover, NASCAR’s fan base covers every region of the country and spans every age group, with particular strength among 18-34 year olds, a prime-spending group targeted by advertisers. NASCAR fans also rank among the highest of all major U.S. sports in terms of household income distribution, with approximately 42% of fans earning more than $50,000 per year. This translates into higher amounts of available discretionary spending. NASCAR has implemented initiatives to further diversify and expand its fan base. Currently, 40% of NASCAR fans are women, giving sponsors significant exposure to the prime purchasing decision-makers. From 1999 to 2002, the number of Hispanic and African-American fans has increased 23% and 29%, respectively. These factors result in an attractive audience for advertisers and sponsors.

Prior to 1999, track operators negotiated directly with television and cable networks for coverage of substantially all of the televised NASCAR-sanctioned events held at their facilities other than the NASCAR Craftsman Truck Series. In February 1999, NASCAR announced it would retain television, radio and all other electronic media rights and negotiate such rights other than radio for the NASCAR NEXTEL Cup and NASCAR Busch series events. In November 1999, NASCAR reached an agreement on a six-year television contract with NBC Sports and Turner Sports, and an eight-year agreement with FOX and its FX cable network (with the last two years of the FOX/FX agreement at NASCAR’s option), for the domestic television broadcast rights beginning in 2001. Under these agreements, the NASCAR NEXTEL Cup and NASCAR Busch series events at Daytona alternate between FOX and NBC annually. The remaining events are split between the broadcasters, with FOX and FX broadcasting the first half of the season and NBC and Turner broadcasting the second half.

In addition to generating substantially higher rights fees, the broadcasting agreements are creating significant indirect benefits for the industry that will help drive continued growth. For example, in 2003 approximately 67% of the NASCAR NEXTEL Cup Series events were scheduled on network broadcasts compared to approximately 30% during 2000. This resulted in additional viewers and exposure for the sport, as network broadcasts offer the opportunity to reach significantly more households than cable broadcasts. Since 1999, NASCAR NEXTEL Cup and NASCAR Busch series gross domestic television

Prior to 2001, NASCAR NEXTEL Cup and NASCAR Busch series events were broadcast by as many as six different network and cable operators each year. This resulted in little promotion by the broadcasters and lack of continuity in race coverage. FOX, NBC and their respective cable partners began actively promoting their involvement beginning with the 2001 season through advertising and support programming, as well as working together to improve race coverage and provide continuity of coverage throughout the season. In addition, FOX purchased the remaining interest in Speedvision in July 2001 and re-launched the channel as Speed Channel in February 2002. Since the acquisition by FOX, Speed Channel has become the fastest growing sports network in America and currently reaches over 60 million households domestically. Although its subscriber base is smaller than some of the other networks involved in the sport, its viewership is specifically tailored to the audience targeted by motorsports sponsors.

R.J. Reynolds was the title sponsor of what was formerly named the NASCAR Winston Cup Series since the early 1970’s and invested millions of dollars in the sport through promotional spending, car sponsorship, signage, hospitality and payments to the championship point fund, and was instrumental in transitioning NASCAR into its mainstream status. In 2003, NASCAR announced a 10-year agreement with Nextel Communications to replace R.J. Reynolds as the Cup Series sponsor beginning in 2004.

Nextel’s sponsorship of the NASCAR NEXTEL Cup Series is a watershed event for NASCAR racing and the motorsports industry. Nextel’s involvement is expected to significantly increase exposure for NASCAR racing across the country, as they are required to make a significant media spend in support of the sponsorship and are able to target a more youthful audience, which is critical for building a future fan base.

Nextel’s proactive marketing campaign is currently under way. They have a significant trackside presence at events, and are leveraging television, radio and print advertising to promote their involvement in NASCAR. We are very excited for the opportunities their partnership will create for the entire industry and us.

In June 2003, NASCAR approved our proposal for realigning a NASCAR NEXTEL Cup date from North Carolina to California beginning in 2004. The move is expected to be incrementally positive to 2004 revenue and earnings, but more importantly, allows our broadcast and advertising partners a second opportunity to access the nation’s number two media market. It also gives our large fan base in that part of the country another opportunity to enjoy live NASCAR racing.

On May 14, 2004, NASCAR announced approval of requests for the realignment of several other NASCAR NEXTEL Cup Series dates for the 2005 season. As a result, in 2005 Phoenix will host an additional NASCAR NEXTEL Cup Series event in the Spring that will finish “under the lights,” Darlington will host only one NASCAR NEXTEL Cup Series event (on a Saturday night in May), and California’s spring NASCAR NEXTEL CUP Series race will be held the week following the Daytona 500

The Chase for the NASCAR NEXTEL Cup is expected by NASCAR to ensure more drivers compete for the championship and is expected to create captivating season-long drama. This is particularly important during the latter part of the year when there is significant competition for fan and sponsor attention from other major sports, particularly the NFL. We expect the new format will help drive increased viewership and attendance for the NASCAR NEXTEL Cup Series, which benefits all of the sport’s participants.

IRL was formed in 1995 to sanction open wheel racing events. In 2004, the IRL IndyCar Series schedule features 16 races, including the Indianapolis 500, one of the world’s most prestigious motorsports events. IRL also owns and sanctions the Indy Racing Infiniti Pro Series, a developmental series for IRL. In fiscal 2004, we will promote eight IRL IndyCar Series races, including an event at Chicagoland. We believe IRL’s long-term business plan of growing a primarily oval-based racing series favorably complements our business. Moreover, we expect the combination of a strong nationwide presence, important manufacturer involvement and the premier status of the Indy 500 will continue to help this series grow by attracting new fans and corporate sponsors.

Although NASCAR is the most prominent sanctioning body in the United States, a number of other organizations also sanction stock car races. Including events at Chicagoland, in 2004 we are scheduled to promote five Automobile Racing Club of America races and two of the four races in the Crown Royal International Race of Champions series, in which a select field of drivers from different motorsports disciplines compete in equally prepared vehicles. Other examples of motorsports events and their sanctioning bodies include:


	•	Formula One open wheel races held on road courses in several countries and sanctioned by the FIA;

	•	sports car races held on road courses and temporary street courses and sanctioned in the United States by Grand American, IMSA and SCCA;

	•	motorcycle races sanctioned by the American Motorcyclist Association;

	•	drag strip races sanctioned in the United States by NHRA and International Hot Rod Association

	•	open wheel races held on ovals, temporary street courses and permanent road courses and sanctioned by Champ Car World Series; and

	•	go-kart races sanctioned by the World Karting Association.

We are a leading promoter of motorsports entertainment activities in the United States. We currently own and/or operate 12 of the nation’s major motorsports facilities:


	•	Daytona International Speedway in Florida;

	•	Talladega Superspeedway in Alabama;

	•	Michigan International Speedway in Michigan;

	•	Richmond International Raceway in Virginia;

	•	California Speedway in California;

	•	Kansas Speedway in Kansas;

	•	Phoenix International Raceway in Arizona;

	•	Homestead-Miami Speedway in Florida;

	•	Martinsville Speedway in Virginia;

	•	Darlington Raceway in South Carolina;

	•	Watkins Glen International in New York; and

	•	Nazareth Speedway in Pennsylvania.

In addition, Raceway Associates, in which we hold a 37.5% indirect equity interest, owns and operates two nationally-recognized major motorsports facilities in Illinois:


	•	20 NASCAR NEXTEL Cup Series events;

	•	15 NASCAR Busch Series events;

	•	nine NASCAR Craftsman Truck Series events;

	•	eight IRL IndyCar Series events;

	•	two NHRA national events;

	•	the premier sports car endurance event in the United States (the Rolex 24 at Daytona sanctioned by Grand American); and

	•	a number of prestigious motorcycle races.

We have grown significantly in recent years through both internal and external initiatives. From fiscal 1999 through fiscal 2003, our revenues increased from $290.7 million to $552.1 million, a CAGR of 17.4%. In particular, our motorsports related income increased from 38.6% of our total revenues in fiscal 1999 to 48.4% in fiscal 2003. We remain focused on several growth opportunities, including maximizing our media income and exposure and developing long-term marketing partnerships. These initiatives have broadened our financial stability through more predictable and recurring revenues and cash flows and should enable us to maintain our leadership position in the motorsports entertainment industry.

On July 1, 2004, we completed the sale of the assets of North Carolina to SMI, as per the terms of the settlement agreement in the Ferko/Vaughn litigation. SMI purchased the assets of North Carolina for $100.4 million in cash. North Carolina annually conducted one NASCAR NEXTEL Cup Series event. The sale of North Carolina is reported as a discontinued operation and, accordingly, all prior periods’ financial information has been reclassified. Unless otherwise indicated, disclosures in this prospectus relate to continuing operations.

We have experienced strong growth in recent years, which we believe is attributable to the following strengths of our business.

NASCAR NEXTEL Cup and NASCAR Busch series racing are the most watched forms of motorsports in the United States. By promoting these races, we believe we are able to attract fans willing to spend their discretionary spending dollars for a highly valued product. In addition, we believe our portfolio of events is very attractive to corporate sponsors who recognize the value of partnering with a leading motorsports promoter.

NASCAR, all of whose voting capital stock is owned by members of the France Family Group, our principal shareholders, is widely recognized as the premier official sanctioning body of professional stock car racing in the United States. NASCAR sanctions all races that constitute the NASCAR NEXTEL Cup, NASCAR Busch and NASCAR Craftsman Truck series as well as a number of other racing series and events. We derived approximately 84% of our fiscal 2003 total revenues from NASCAR-sanctioned events at our wholly-owned facilities.

We utilize a centralized corporate marketing structure complemented by strong facility resources to provide enhanced value to our marketing partners and develop and execute consumer-marketing programs. In 2003, over 100 of our corporate marketing partners capitalized on multi-track positions, and we executed a series of promotions targeting customers in multiple markets through e-mail offers, consumer sweepstakes, retail sales programs and other direct marketing campaigns.

We believe it is critical to build strong, long-lasting relationships with our corporate marketing partners. We work closely with our sponsors to understand their needs and to help them achieve their goals, whether it is increased business with consumers or with other corporate partners. We believe that sponsor satisfaction allows us to expand relationships and results in high retention rates with our corporate partners.

We have strong visibility regarding our future revenue and EBITDA due to long-term media contracts, multi-year sponsorship and luxury suite agreements and recurring ticket and hospitality sales. NASCAR has multi-billion dollar television contracts covering its NASCAR NEXTEL Cup and NASCAR Busch series events, a portion of which extend through the 2006 season and the remainder of which extend through the 2008 season at NASCAR’s option. We will receive a significant portion of the rights fees under these contracts, assuming the number of NASCAR NEXTEL Cup and Busch series

We regularly review acquisition and development prospects that would augment or complement our existing operations or otherwise offer growth opportunities.

In calendar 1999, we acquired Richmond, and through our merger with Penske Motorsports, we acquired California, Michigan, North Carolina and Nazareth and increased our ownership in Homestead-Miami to 90%. We acquired the remaining 10% of Homestead-Miami in October 2001. Each of these businesses was successfully integrated into our operations within 12 months of the transaction. In July 2004, we acquired Martinsville. These transactions strategically increased our motorsports presence and were financed through a combination of internal and external financing sources.

Recent examples of development include our wholly-owned Kansas facility and the Chicagoland facility, in which we hold a 37.5% indirect interest. Both facilities successfully opened in mid-2001 and host significant schedules featuring major NASCAR, IRL and Automobile Racing Club of America events. In addition, both facilities receive significant support from corporate marketing partners and individual consumers. For example, both Kansas and Chicagoland sold all of their grandstand seats as season ticket packages from 2001 to 2004.

We believe that our financing arrangements for Kansas reflect our ability to successfully pursue public/private partnerships that are based on widespread community support for our business. In addition, our facilities in Kansas and Chicago provide a number of significant additional profit opportunities, including “Founding Fan” arrangements similar to the permanent seat licenses used to finance a number of NFL and NBA stadiums, and amenities such as the “Fan Walk” in Kansas and the “Expo Village” in Chicagoland. The Fan Walk offers spectators a close-up view of drivers and pre-race action in the garages and pits. The Expo Village features interactive displays, sweepstakes and entertainment opportunities provided by sponsors.

William H.G. France, the father of our Chairman and CEO and the grandfather of our President, founded NASCAR in 1947 and the France family has controlled us since our inception in 1953. The France family has been instrumental in the development of the nation’s motorsports industry through their organization, continued management and ownership of NASCAR. As we derived approximately 84% of our 2003 revenues from NASCAR-sanctioned racing events at our wholly-owned facilities, we are well positioned to benefit from the significant motorsports experience of the France family. In addition, our management team members have on average over 20 years of sports industry experience and collectively over 400 years of sports industry experience. Management’s interests are aligned with those of our shareholders, as key members of management own shares of our common stock and participate in an incentive stock plan.

We attribute our historical increases in revenues and profitability to the popularity of the NASCAR NEXTEL Cup Series, the NASCAR Busch Series and other motorsports events in the United States, as well as a business model that provides stability even during uncertain economic periods. A key component of our business model is a growth strategy that emphasizes (i) maximizing our media income and exposure, (ii) developing new and expanding existing marketing partnerships, (iii) maximizing the profitability of our existing events and facilities, (iv) reinvesting capital to fuel future internal growth, and (v) exploring external expansion opportunities through development and acquisition.

We have grown significantly in recent years through both internal and external growth initiatives. We have focused on initiatives that provide long-term growth, increased earnings and cash flow visibility and improved margins. Motorsports related income, which includes television, radio and ancillary rights fees, promotion and sponsorship fees, hospitality rentals (including luxury suites, chalets and the hospitality portion of club seating), advertising revenues, royalties from licenses of our trademarks and track rentals, increased from 38.6% of our total revenues in fiscal 1999 to 48.4% in fiscal 2003, reflecting the growing importance of this component of our revenue stream.

We expect media rights revenues to continue to increase over the term of the current contracts based on NASCAR’s announcement that the annual increase in the domestic television contracts will range between 15% and 21% from 2001 through 2006, with an average annual increase of 17%. The increase for fiscal 2004 is approximately 21%. We anticipate these increases to be a primary driver of revenue over the period, and the associated margins are expected to improve operating results and net earnings.

In addition to generating substantially higher rights fees, these television rights agreements are creating significant indirect benefits for the industry that we believe will help drive continued growth. For example, in 2003, approximately 67% of the NASCAR NEXTEL Cup Series events were scheduled on network broadcasts compared to approximately 30% during 2000. Network broadcasts offer the opportunity to reach significantly more households than cable broadcasts, and over the long term, we believe the exposure created by the shift from cable to network coverage, combined with the geographic expansion of the sport, will result in even more television viewers. Almost 350 million television viewers watched NASCAR NEXTEL Cup and NASCAR Busch series racing at our facilities during 2003, nearly a 50% increase over 2000. We believe the increase in television viewership will attract new sponsors, increase commitments from existing sponsors, and translate into incremental ticket, merchandise and concession sales. Higher television ratings should also provide NASCAR with additional leverage when negotiating future media contracts, including television and ancillary rights.

Several new NASCAR developments are expected to drive future television viewership, increasing the sport’s value to broadcasters. Nextel’s role as NASCAR NEXTEL Cup Series sponsor requires them to make a significant advertising and promotional spend in support of their position. This increases media presence and drives overall exposure for the sport, which benefits all its constituents. NASCAR’s Realignment 2004 and Beyond initiative, which includes expanding the sport to larger markets as well as later start times for races, is also expected to lead to higher television viewership and increased advertising sales for the broadcasters. Finally, the Chase for the NASCAR NEXTEL Cup is expected to create more season-long drama, and capture more viewers, especially during the latter part of the year when there is significant competition for fan and sponsor attention from other major sports, particularly the NFL.

In addition to opportunities provided through NASCAR’s domestic television broadcast rights agreements, we remain encouraged by the prospects for long-term revenue opportunities from the sale of ancillary media rights, including international rights and internet-related media. Strategic relationships with Turner Sports, America Online, Eurosport and others contribute to growth, and additional agreements are being reached with other media-related partners focused on reaching new audiences and key demographics both domestically and internationally. The success of Speed Channel deserves special mention. FOX purchased the remaining interest in Speedvision in July 2001 and re-launched the network as Speed Channel in February 2002. Since the acquisition by FOX, Speed Channel has become the fastest growing sports network in the United States and currently reaches more than 60 million households domestically. Although its subscriber base is smaller than some of the other networks involved in the sport, its

Through MRN Radio, our proprietary motorsports network, we currently produce and syndicate a substantial majority of the NASCAR NEXTEL Cup and NASCAR Busch series events, all the NASCAR Craftsman Truck Series races, and certain other races promoted by third parties and us. More than 740 radio stations currently carry MRN Radio programs. MRN Radio also produces and syndicates ancillary radio programming for its radio affiliates, including daily, weekly and special event programming. In addition, MRN Radio provides the primary audio feed for NASCAR.com’s Track Pass With Pit Command feature, which gives users real-time data and graphics for substantially all of the NASCAR NEXTEL Cup Series events. Finally, MRN Radio provides video production services for at-track large screen video displays known as NEXTEL VISION.

Similar to media rights, marketing partnerships are primarily multi-year contracts that diversify our revenue streams and result in strong earnings and cash flow visibility. We believe the geographic diversification and key market penetration created by our expansion over the past several years has generated increased value and opportunities for our corporate marketing partners. No other motorsports promoter offers more high-profile events in all ten months of the racing season. This has resulted in broader, more comprehensive promotion and increased sponsorship fees. In addition, our expanded reach has provided additional opportunities for the sale of multi-track partnerships, including agreements with names such as Gatorade, DeWalt, Newell-Rubbermaid, MBNA and Labor Ready. Most of our official status agreements contractually require partners to annually support their position through themed advertising, promotion and other marketing initiatives. We use our marketing partners’ required promotional commitments to create cross-promotional platforms that allow us to build awareness for our facilities and events, as well as increase exposure for our advertisers and the sport as a whole.

Although the identities of marketing partners and the terms of sponsorships change from time to time, a sample list of our sponsors for 2003 included Anheuser Busch, ConAgra, Coors, DeWalt, Dodge, Electronic Arts, Ford, Gatorade, General Mills, General Motors, Goodyear, Home Depot, Labor Ready, MBNA, Newell-Rubbermaid, Pepsi, Pfizer, Smirnoff Ice, SunTrust Banks, Toyota, Tropicana, UPS and Wachovia.

Over the last few years, we have also elevated efforts on growing licensed merchandise sales. We believe there is significant value in building consumer awareness beyond traditional trackside retail distribution channels. In addition, sales of licensed merchandise help drive revenue and build ISC and

Consumers are faced with many options when deciding how to spend their discretionary income, and we compete with a broad universe of companies and venues that sell sports and entertainment. Over the years, we believe we have contributed to the success of motorsports and grown our business by offering a premium entertainment experience that is highly valued by our customers. Our efforts to maximize event and facility profitability are primarily focused on attracting and retaining customers, modifying event schedules and increasing facility utilization. These strategies are designed to introduce new fans to the sport, retain existing fans and increase per capita spending by our fans.

Our strategic consumer marketing efforts are focused on a variety of initiatives. One method of driving incremental ticket sales for our events is through in-market promotions in conjunction with our corporate marketing partners. For example, we entered into a cross promotion with Pepsi and Circle K which helped drive ticket sales for the 2004 Daytona 500. In addition, we partnered with a banking institution to offer fans the International Speedway Race Rewards Visa^TM. In this promotion, fans earn credits, or LAPS^TM, for every dollar spent using the card. These LAPS^TM can be used toward the purchase of tickets or merchandise, or redeemed for access to special race experiences, including Victory Lane celebrations and VIP tours.

We are also utilizing innovative proprietary technology to drive incremental ticket sales for our events. Our websites, which are integrated with our ticketing system, offer simple, 24-hour a day, seven days a week access where consumers can buy tickets and merchandise, view three-dimensional sightlines from grandstand seats and suites, and review recent news for our facilities and events. In addition, the technology platform has enabled us to create a centralized contact call center, which reduces dropped calls due to heavy volume and time issues and improves overall customer service. In 2003, our contact center handled over 20% of our total units of tickets sold.

A key factor in retaining customers for our events is providing an attractive product and creating an unforgettable race-day experience. Through a combination of additional staff training and a focus on best practices, we continue to elevate our guest services efforts. In addition, we continue to upgrade the design and quality of our facilities and spectator amenities, which we believe is essential to remain competitive with other sports and entertainment facilities across the country. In 2003, we reconfigured the track at Homestead-Miami Speedway. The project consisted of replacing the turns with a 20-degree maximum, variable banked surface. This undertaking was a major success as fans experienced side-by-side racing never before seen at this facility. The 2003 Ford Championship Weekend posted increased attendance highlighted by a sold out Ford 400 Cup race for the first time since 1999.

Another example of our efforts to upgrade the design and quality of our facilities and spectator amenities is the infield renovation project at Daytona, which is scheduled for completion by December 2004. The renovation will include, among other things, new NASCAR NEXTEL Cup and NASCAR Busch series garage areas, a Fan Zone that will grant fans viewing access during pre-race activities, new premium waterfront specialty parking areas, and a new access tunnel located in turn one large enough to accommodate team transport vehicles and guests’ specialty vehicles. During the third quarter of 2004, we expect to record a non-cash before tax charge of less than $1 million for the net book value of certain undepreciated assets removed in connection with the infield renovation project at Daytona.

Finally, by improving the quality and diversity of our concessions, catering and merchandising operations, we are able to offer better products and services to our fans, resulting in higher on-site per capita spending.

NASCAR’s Realignment 2004 and Beyond initiative is expected to provide significant opportunities for the industry and us. We have realigned a second NASCAR NEXTEL Cup Series date to California Speedway, which is expected to be incrementally positive to both revenue and earnings in 2004. More recently, we announced the realignment of several NASCAR NEXTEL Cup Series dates for the 2005 season resulting in a second Cup event at Phoenix, California’s spring Cup event to follow the Daytona 500, and Darlington will host only one Cup event (on a Saturday night in May). This additional realignment is expected to be incrementally positive to both revenue and earnings in 2005. We expect to capitalize on additional realignment opportunities over the longer term.

In addition, by shifting race start times to later in the day, we increase the potential for higher event attendance and television ratings. For example, the 2004 Florida Dodge Dealers 250 Craftsman Truck Series event in Daytona was run under the lights for the first time, resulting in an approximately 15% increase in attendance and a 50% increase in television viewership. We are currently installing lights at our California, Phoenix and Darlington facilities. We are also optimistic for the new Chase for the NASCAR NEXTEL Cup format, which we expect to produce stronger attendance levels, as five of the last ten races will be held at our facilities. Finally, we remain encouraged by the growth of the IRL IndyCar Series. We promote eight of the series’ 16 events, and while it is still relatively new, we believe there is a long-term opportunity for growth in this open wheel series. In 2003, IRL events at our facilities collectively posted a double-digit percentage attendance increase over 2002.

Finally, we are capitalizing on alternative opportunities to increase facility usage. The average number of days use across all facilities in 2003 was approximately 130. In addition to racing and related events, we use our facilities for a variety of purposes, including testing for teams, driving schools, riding experiences, car shows, auto fairs, concerts and settings for television commercials, print advertisements and motion pictures. We are regularly evaluating opportunities to drive incremental revenue for our tracks and increase our return on investment.

The third category of on-going capital spending is for internal expansion. This spending is primarily related to additional seat and suite capacity as well as purchasing acreage around facilities for future growth. We manage more than one million total grandstand seats at our facilities across the country. Over the years, we have grown our grandstand seat and suite capacity through a combination of internal and external expansion initiatives. An important component of our 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 ensure that additional capacity provides an acceptable rate of return on invested capital. Through prudent expansion, we have historically been able to keep demand at a higher level than supply, which stimulates ticket renewals and advance

For fiscal 2004, we anticipate capital spending at our existing facilities to be approximately $135 million to $145 million, which includes Daytona’s infield renovation, various land purchases, the installation of SAFER walls at several tracks, facility lighting projects, the addition of 1,400 grandstand seats at Richmond, and a variety of other improvements and renovations to our facilities. We anticipate future capital spending to be in the range of $80 million to $100 million per year, with some years being higher or lower depending on the size and timing of specific projects.

In addition to capital spending, we expand our facilities by renting temporary structures such as grandstand seats, suites and hospitality chalets to supplement our permanent capacity as needed.

We continue to review acquisition and development opportunities that would augment or complement our existing operations or otherwise offer growth opportunities. In calendar 1999, we acquired Richmond, and through our merger with Penske Motorsports, we acquired California, Michigan, North Carolina and Nazareth and increased our ownership in Homestead-Miami to 90%. We acquired the remaining 10% of Homestead-Miami in October 2001. In addition, in 1997 we acquired Phoenix and the 50% interest in Watkins Glen not previously owned by us, as well as made our initial investment in Homestead-Miami. In July 2004, we acquired Martinsville.

Recent examples of development efforts include our wholly-owned Kansas facility and Chicagoland, in which we have a 37.5% interest, both of which opened in mid-2001. During fiscal 1999, we announced our intention to search for a site for a major motorsports facility in the New York metropolitan area. In July 2004, through a joint venture arrangement with Related Retail Corporation (“Related”), we entered into agreements for the purchase of 676 acres of waterfront property in the New York City borough of Staten Island. Due to confidentiality clauses in the purchase agreements, financial terms have not been disclosed. As per the agreements, we are conducting due diligence on the property. Closing of the land purchases is contingent upon our and Related’s determination of a successful outcome of due diligence, and the preliminary results of a detailed feasibility study.

In light of NASCAR’s announcement regarding potential realignment of the NASCAR NEXTEL Cup Series schedule, we also believe there are potential development opportunities in new, untapped markets across the country, including the Pacific Northwest. As such, we are exploring opportunities for public/private partnerships targeted to develop one or more motorsports facilities in new markets. The possibility of establishing a public/private partnership varies greatly, however, from market to market.

We believe our acquisition and development efforts exemplify our commitment to strategically increase our presence in the motorsports entertainment industry. Moreover, we believe our strong balance sheet places us in an ideal position to capitalize on external growth opportunities.

The following table sets forth current information relating to each of our speedway facilities and those in which we have an equity interest.


(1)	Acquired on July 13, 2004.

(2)	On May 14, 2004, announced intention to indefinitely suspend major motorsports event operations after 2004 events.

Daytona International Speedway is a high-banked, lighted, asphalt, tri-oval superspeedway that also includes a 3.6-mile road course. The lease on the property expires in 2032, including renewal options. We also own various parcels of real property aggregating approximately 500 acres near Daytona, which are used for parking and other ancillary purposes.

Talladega Superspeedway is a high-banked, asphalt, tri-oval superspeedway with a 1.34-mile infield road course. The facility is located about 90 minutes from Atlanta, Georgia, and 45 minutes from Birmingham, Alabama.

Michigan International Speedway is a moderately-banked, asphalt, tri-oval superspeedway located in Brooklyn, Michigan, approximately 70 miles southwest of Detroit and 18 miles southeast of Jackson.

Richmond International Raceway is a moderately-banked, lighted, asphalt, oval, intermediate speedway located approximately 10 miles from downtown Richmond, Virginia.

California Speedway is a moderately-banked, asphalt, tri-oval superspeedway located 40 miles east of Los Angeles in Fontana, California. The facility also includes a one-quarter mile drag strip and a 2.8-mile road course.

Kansas Speedway is a moderately-banked, asphalt, tri-oval superspeedway located in Kansas City, Kansas.

Phoenix International Raceway is a low-banked, asphalt, oval superspeedway that also includes a 1.5-mile road course located near Phoenix, Arizona.

Homestead-Miami Speedway is a variable degree-banked, asphalt, oval superspeedway located in Homestead, Florida. We operate Homestead-Miami under an agreement that expires in 2075, including renewal options. During fiscal 2003, we completed a major track reconfiguration project that included an increase of the track banking to a maximum of 20 degrees in the turns through an innovative variable-degree banking system, which enhanced the quality of the racing entertainment at this facility. The major reconfiguration project was completed prior to our fourth quarter NASCAR NEXTEL Cup, NASCAR Busch and NASCAR Craftsman Truck series events.

Martinsville Speedway is a moderately-banked, asphalt and concrete, oval speedway located in Martinsville, Virginia, approximately 50 miles north of Winston-Salem, North Carolina.

Darlington Raceway is a high-banked, asphalt, egg-shaped superspeedway located in Darlington, South Carolina.

Watkins Glen International includes 3.4-mile and 2.4-mile road course tracks and is located near Watkins Glen, New York.

Nazareth Speedway is a moderately-banked, asphalt, oval superspeedway located in Nazareth, Pennsylvania.

We own approximately 54 acres of real property on International Speedway Boulevard across from Daytona International Speedway on which are located seven buildings containing an aggregate of approximately 375,000 square feet. Our corporate headquarters and other offices and facilities are located in a portion of these facilities. We also own concession facilities in Talladega. We lease real estate and office space in Talladega and the property and premises at the Talladega Municipal Airport. The lease for our Talladega business offices, which are currently located within the International Motorsports Hall of Fame, expires in fiscal 2009. Our lease for the Talladega Municipal Airport expires in 2022, including renewals. Our wholly-owned subsidiary, Phoenix Speedway Corp. leases office space in Phoenix, Arizona. The Kansas facility includes an adjacent Travel Information Center, which it operates on behalf of the

Our motorsports event operations consist principally of racing events at our facilities, which include providing catering, merchandise and food concessions at all of our facilities that host NASCAR NEXTEL Cup Series events. Our other operations include the DAYTONA USA motorsports entertainment complex, MRN Radio, our 37.5% equity investment in Raceway Associates and certain other activities. We derived approximately 84% of our 2003 revenues from NASCAR-sanctioned racing events at our wholly-owned facilities.

In addition to events sanctioned by NASCAR in fiscal 2003 we promoted other stock car, open wheel, sports car, motorcycle and go-kart racing events sanctioned by the American Historic Racing Motorcycle Association, the American Motorcyclist Association, the Automobile Racing Club of America, the Championship Cup Series, FIA, the Federation Internationale Motocycliste, Grand American, Historic Sportscar Racing, the International Race of Champions, IRL, the Sports Car Club of America, the Sportscar Vintage Racing Association, the United States Auto Club and the World Karting Association.

We conduct, either through operations of the particular facility or through certain wholly-owned subsidiaries operating under the name Americrown, souvenir merchandising and food and beverage concession operations for customers at all of our motorsports facilities. In addition, we conduct catering services for customers both in suites and chalets at substantially all of our motorsports facilities. Americrown also produces and markets motorsports-related merchandise such as apparel, souvenirs and collectibles to retail customers through Internet and catalogue sales and directly to dealers.

DAYTONA USA — The Ultimate Motorsports Attraction, our motorsports-themed entertainment complex, is located adjacent to the Daytona International Speedway and is open 364 days a year, every day except Christmas.

DAYTONA USA includes (i) the Velocitorium, which covers approximately 60,000 square feet, stands nearly four stories high and contains numerous highly interactive motorsports exhibits (including the Acceleration Alley racing simulator and the Daytona Dream Laps motion ride film), many of which are sponsored by leading consumer brands; (ii) DAYTONA USA’s Speedway Tours, a semi-automated tram tour of the Daytona International Speedway’s garage area, pit road and high banked track; (iii) the Richard Petty Driving and Riding Experience at Daytona; and (iv) for groups of 15 or more, the VIP Tour, which includes a tour of the NEXTEL Tower.

Adjoining DAYTONA USA are (i) the Daytona Beach Area Convention and Visitors Official Welcome Center; (ii) the Daytona International Speedway Ticket Office; (iii) Daytona SpeedPlay, a high-tech arcade using state of the art video technology; (iv) the Pit Shop, which sells DAYTONA USA, Daytona International Speedway, NASCAR and race teams’ clothing, books, collectibles and other officially licensed merchandise; and (v) the Fourth Turn Grill concessions facility.

We believe that DAYTONA USA and these adjoining facilities appeal to individual tourists, tour groups, conventions and corporate sponsors, thereby (i) increasing the use of our Daytona facility, (ii) expanding our concessions and souvenir sales and (iii) providing greater visibility for our business and motorsports generally, which increases spectator interest.

One of our subsidiaries, Motor Racing Network, Inc., does business under the name “MRN Radio,” but is not a radio station. Rather, it creates race-related programming content carried on radio stations

We indirectly own 37.5% of Raceway Associates. Raceway Associates owns Chicagoland and Route 66 Raceway. Route 66 Raceway hosts events including NHRA drag racing, dirt oval racing and concerts and has grandstands that seat approximately 30,000 spectators. Chicagoland is a 1.5-mile moderately-banked, asphalt, oval track. The facility has grandstands that seat approximately 75,000 spectators and 24 luxury suites containing approximately 1,000 additional seats. Chicagoland, which promotes a NASCAR NEXTEL Cup Series, NASCAR Busch Series, IRL IndyCar Series and Automobile Racing Club of America RE/ MAX Series event, commenced motorsports operations in July 2001.

From time to time, we use our track facilities for testing for teams, driving schools, riding experiences, car shows, auto fairs, concerts and settings for television commercials, print advertisements and motion pictures. We also rent “show cars” for promotional events. We operate Talladega Municipal Airport, which is located adjacent to Talladega. We rent certain warehouse and office space in Daytona Beach, Florida to third parties. Our Richmond facility includes a fairgrounds complex, which operates various non-motorsports related events.

Racing events compete with other sports such as professional football, basketball, hockey and baseball, as well as other recreational events and activities. Our events also compete with other racing events sanctioned by various racing bodies such as NASCAR, IRL, Champ Car World Series, IMSA, SCCA, Grand American, Automobile Racing Club of America and others, many of which are often held on the same dates at separate tracks. We believe that the type and caliber of promoted racing events, facility location, sight lines, pricing and level of customer conveniences are the principal factors that distinguish competing motorsports facilities.

As of May 31, 2004, we had over 950 full-time employees. We also engage a significant number of temporary personnel to assist during periods of peak attendance at our events, some of whom are volunteers. None of our employees are represented by a labor union. We believe that we enjoy a good relationship with our employees.

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 is likely to have a material adverse effect on our financial condition or results of operations.

In February 2002 we were served in a proceeding filed in the United States District Court for the Eastern District of Texas. The case was styled Francis Ferko, and Russell Vaughn as Shareholders of Speedway Motorsports, Inc. vs. National Association of [sic] Stock Car Auto Racing, Inc., International

Speedway Corporation, and Speedway Motorsports, Inc. The overall gist of the allegations contained in the complaint was that Texas Motor Speedway should have a second NASCAR Winston Cup Series date annually and that NASCAR should be required by the court to grant Texas Motor Speedway a second NASCAR Winston Cup Series date annually. The portion of the complaint that was directed against us alleges that we conspired with NASCAR and members of the France Family to “refuse to offer a new Winston Cup race date to any non-ISC owned track whenever ISC has desired to host an additional Winston Cup race.” The complaint sought unspecified monetary damages from ISC, which were claimed to have resulted to SMI from the alleged conspiracy as well as treble damages under the anti-trust laws. Through our participation in court ordered mediation the terms of the Settlement Agreement were reached in April 2004. Upon the satisfaction of certain preconditions to the Settlement Agreement becoming effective it was filed with the court in May 2004. Pursuant to the terms of the Settlement Agreement our North Carolina Speedway, Inc. subsidiary sold the North Carolina tangible and intangible assets and operations to a subsidiary of SMI for $100.4 million. The Sale of North Carolina’s assets closed on July 1, 2004. The Settlement Agreement which was approved by the Court on July 1, 2004, releases ISC and NASCAR from all claims related to the litigation. The released claims include, but are not limited to, allegations or assertions with respect to the awarding and/or sanctioning of races, the effect of the common control of NASCAR and ISC residing in the France Family Group, and the market power either individually or jointly of NASCAR and ISC.

We believe that the facilities operated by us and our subsidiaries are in material compliance with applicable environmental statutes and regulations. Nevertheless, if damage to persons or property or contamination of the environment is determined to have been caused or exacerbated by the conduct of our business or by pollutants, substances, contaminants or wastes used, generated or disposed of by us, or if pollutants, substances, contaminants or wastes are found on property currently or previously owned or operated by us, we may be held liable for such damage and may be required to pay the cost of investigation and/or remediation of such contamination or any related damage. The amount of such liability, as to which we are self-insured, could be material. Changes in federal, state or local laws, regulations or requirements, or the discovery of previously unknown conditions, could also require us to make material expenditures.

We have various registered and common law trademark rights, including, but not limited to, “California Speedway,” “Darlington Raceway,” “The Great American Race,” “Southern 500,” “Too Tough to Tame,” “Daytona International Speedway,” “DAYTONA USA,” the “Daytona 500,” the “24 Hours of Daytona,” “Acceleration Alley,” “Daytona Dream Laps,” “Speedweeks,” “World Center of Racing,” “Homestead-Miami Speedway,” “Kansas Speedway,” “Michigan International Speedway,” “Nazareth Speedway,” “North Carolina Speedway,” “The Rock,” “Phoenix International Raceway,” “Richmond International Raceway,” “The Action Track,” “Talladega Superspeedway,” “Watkins Glen International,” “The Glen,” “Americrown,” “Motor Racing Network,” “MRN,” “International Speedway Race Rewards” and related logos. We also have licenses from NASCAR, various drivers and other businesses to use names and logos for merchandising programs and product sales. Our policy is to protect our intellectual property rights vigorously, through litigation, if necessary, chiefly because of their proprietary value in merchandise and promotional sales.

As a condition to the sale of the outstanding notes, we and the initial purchasers of the outstanding notes entered into the registration rights agreement. Under the registration rights agreement, we agreed to:


	•	file with the SEC a registration statement under the Securities Act with respect to the registered notes no later than August 23, 2004;

	•	use our best efforts to cause the registration statement to be declared effective under the Securities Act no later than October 20, 2004; and

	•	keep the exchange offer open for not less than 30 days and not more than 45 days (or, in each case, longer if required by applicable law) after the date notice of the exchange offer is mailed to holders of the outstanding notes.

The exchange offer being made by this prospectus is intended to satisfy our obligations under the registration rights agreement. You may be entitled to “shelf” registration rights. In accordance with the registration rights agreement, we are required to file a shelf registration covering your outstanding notes for a continuous offering if:


	•	we are not permitted to conduct the exchange offer because of a change in SEC rules or policy;

	•	we have not completed the exchange offer by October 20, 2004; or

	•	the registered notes are not freely tradeable (other than because the holder is an affiliate of ours or is a person that must deliver a prospectus in connection with the resale).

In the event that we are obligated to file a shelf registration statement, we will be required to use our reasonable best efforts to keep the shelf registration statement effective until the earlier of two years from the date the shelf registration is declared effective by the SEC or the time all of the outstanding notes have been sold thereunder.

If we fail to fulfill such obligations, the holders of outstanding notes are entitled to receive “Additional Interest” until we have fulfilled such obligations, at the rate of 0.25% per year. All amounts of accrued Additional Interest will be payable in cash on the same interest payment dates as the outstanding notes. We have filed a copy of the registration rights agreement as an exhibit to the registration statement of which this prospectus is a part. Our discussion of the registration rights agreement is qualified in its entirety by reference to the terms of the agreement.

Based on no-action letters issued by the staff of the SEC to third parties, we believe that you may offer for resale, resell and otherwise transfer the registered notes issued to you under the exchange offer without further compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you can represent that:


	•	you are acquiring the registered notes in the ordinary course of your business;

	•	you are not engaging in and do not intend to engage in a distribution of the registered notes;

	•	you have no arrangements or understandings with any person to participate in the exchange offer for the purpose of distributing the registered notes; and

	•	you are not an “affiliate” (as defined in Rule 405 of the Securities Act) of ours.

If you are not able to make these representations, you are a “Restricted Holder.” As a Restricted Holder, you will not be able to participate in the exchange offer, may not rely on the SEC staff positions set forth in the Exxon Capital Holdings Corporation no-action letter and similar no-action letters and may only sell your outstanding notes as part of a registration statement containing the selling security holder

In addition, each broker-dealer, other than a Restricted Holder, that receives registered notes for its own account in exchange for outstanding notes which were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be a statutory underwriter and must acknowledge in the letter of transmittal that it will deliver a prospectus meeting the requirements of the Securities Act upon any resale of such registered notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Based upon interpretations by the SEC staff, we believe that a Participating Broker-Dealer may offer for resale, resell and otherwise transfer registered notes issued under the exchange offer upon compliance with the prospectus delivery requirements, but without compliance with the registration requirements, of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer as part of its resales. We have agreed that, for a period of six months after the completion of the exchange offer, we will make this prospectus available to any broker-dealer for use by the broker-dealer in any resale. For more information, please see the section in this prospectus entitled “Plan of Distribution.”

To the extent outstanding notes are tendered and accepted in the exchange offer, the principal amount of outstanding notes will decrease with a resulting decrease in the liquidity in the market for the outstanding notes. In addition, following completion of the exchange offer, except as provided in the registration rights agreement, you will not have any further registration rights and your outstanding notes will continue to be subject to certain restrictions on transfer. Accordingly, if you do not participate in the exchange offer, your ability to sell your outstanding notes could be adversely affected. You may suffer adverse consequences if you fail to exchange your outstanding notes. Outstanding notes that are not tendered for exchange in the exchange offer will continue to accrue interest and will be entitled to the rights and benefits that holders have under the applicable indenture relating to the notes.

Upon the terms and subject to the conditions contained in this prospectus and in the letter of transmittal, we will accept for exchange any and all outstanding notes that are validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. We will issue $1,000 principal amount at maturity of registered notes in exchange for each $1,000 principal amount at maturity of outstanding notes accepted in the exchange offer. You may tender some or all of your outstanding notes under the exchange offer. However, outstanding notes may be tendered only in minimum denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof. As of the date of this prospectus, an aggregate of $150,000,000 in principal amount at maturity of the 4.20% Senior Notes due 2009 and an aggregate of $150,000,000 in principal amount at maturity of the 5.40% Senior Notes due 2014 is outstanding. This prospectus, together with the accompanying letter of transmittal, is first being sent to the nominee of The Depository Trust Company (“DTC” or the “Depository”) and to others believed to have beneficial ownership in the outstanding notes.

The form and terms of the registered notes will be substantially identical to the form and terms of the outstanding notes, except that:


	•	the offering of the registered notes has been registered under the Securities Act;

	•	the registered notes will not be subject to transfer restrictions; and

	•	the registered notes will be issued free of any covenants regarding registration rights and free of any provision for Additional Interest.

The registered notes will evidence the same debt as the outstanding notes and will be issued under the same indentures.

You do not have any appraisal or dissenters rights under law or the indentures in the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act. Outstanding notes which are not tendered for, or are tendered but not accepted in connection with, the exchange offer will remain outstanding.

We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral notice, promptly confirmed in writing, or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the registered notes from us.

If we do not accept for exchange any tendered outstanding notes because of an invalid tender, the occurrence of other events described in this prospectus or otherwise, certificates for any such unaccepted outstanding notes will be returned to you, without expense, as promptly as practicable after the expiration date.

If you tender outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes relating to the exchange of outstanding notes under the exchange offer. We will pay all charges and expenses, other than underwriting discounts and commissions and transfer taxes, as part of the exchange offer. See “— Fees and Expenses.”

The term “expiration date” means 5:00 p.m., New York City time, on , 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” shall mean the latest date and time to which the exchange offer is extended.

We have the right, subject to applicable law, in our reasonable discretion, at any time and from time to time, (1) to extend the exchange offer or (2) to terminate the exchange offer, if any of the conditions set forth below under “— Conditions” shall not have been satisfied by giving oral or written notice of such extension or termination to the exchange agent. Any such extension or termination will be followed as promptly as practicable by a public announcement.

Any such termination or extension will be followed promptly by oral or written notice to the exchange agent (any such oral notice to be promptly confirmed in writing) and by making a public announcement, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement, and subject to applicable laws, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by issuing a timely release to an appropriate news agency.

The outstanding notes were issued as global securities in fully registered form without interest coupons. Beneficial interests in the global securities, held by direct or indirect participants in DTC, are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

If you hold your outstanding notes in the form of book-entry interests and you wish to tender your outstanding notes for exchange pursuant to the exchange offer, you must transmit to the exchange agent on or prior to the expiration date either:


	(1) a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to the exchange agent at the address set forth on the cover page of the letter of transmittal; or

	(2) a computer-generated message transmitted by means of DTC’s Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal.

In addition, in order to deliver outstanding notes held in the form of book-entry interests:


	(A) a timely confirmation of book-entry transfer of such notes into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfers described below under “— Book-Entry Transfer” must be received by the exchange agent prior to the expiration date; or

	(B) you must comply with the guaranteed delivery procedures described below.

The method of delivery of outstanding notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. You should not send the letter of transmittal or outstanding notes to us. You may request your broker, dealer, commercial bank, trust company, or nominee to effect the above transactions for you.

Only registered holders of certificated outstanding notes may tender those notes in the exchange offer. If your outstanding notes are certificated notes and you wish to tender those notes for exchange pursuant to the exchange offer, you must transmit to the exchange agent on or prior to the expiration date, a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other required documents, to the address set forth below under “— Exchange Agent.” In addition, in order to validly tender your certificated outstanding notes:


	(1) the certificates representing your outstanding notes must be received by the exchange agent prior to the expiration date, or

	(2) you must comply with the guaranteed delivery procedures described below.

If you validly tender outstanding notes and you do not withdraw the tender prior to the expiration date, you will have made an agreement with us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

If your outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless:


	(1) “Special Delivery Instructions” on the letter of transmittal; or

	(2) for the account of an eligible institution; and


	(B) the box entitled “Special Registration Instructions” on the letter of transmittal has not been completed.

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a financial institution, which includes most banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges Medallion Program.

If the letter of transmittal is signed by a person other than you, your outstanding notes must be endorsed or accompanied by a properly completed bond power and signed by you as your name appears on those outstanding notes.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless we waive this requirement, in this instance you must submit with the letter of transmittal proper evidence satisfactory to us of their authority to act on your behalf.

We will determine, in our sole discretion, all questions regarding the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered outstanding notes. This determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

You must cure any defects or irregularities in connection with tenders of your outstanding notes within the time period we will determine unless we waive that defect or irregularity. Although we intend to notify you of defects or irregularities with respect to your tender of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give this notification. Your tender will not be deemed to have been made and your notes will be returned to you if:


	(1) you improperly tender your outstanding notes;

	(2) you have not cured any defects or irregularities in your tender; and

	(3) we have not waived those defects, irregularities or improper tender.

The exchange agent will return your outstanding notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration of the exchange offer.


	(1) the registered notes to be acquired by you in the exchange offer are being acquired in the ordinary course of your business;

	(2) you are not engaging in and do not intend to engage in a distribution of the registered notes to be acquired by you in the exchange offer;

	(3) you do not have an arrangement or understanding with any person to participate in the distribution of the registered notes to be acquired by you in the exchange offer; and

	(4) you are not an “affiliate” of ours, as defined under Rule 405 of the Securities Act.

In all cases, issuance of registered notes for outstanding notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for your outstanding notes or a timely book-entry confirmation of your outstanding notes into the exchange agent’s account at DTC, a properly completed and duly executed letter of transmittal, or a computer-generated message instead of the letter of transmittal, and all other required documents. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if outstanding notes are submitted for a greater principal amount than you desire to exchange, the unaccepted or non-exchanged outstanding notes, or outstanding notes in substitution therefor, will be returned without expense to you. In addition, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described below, the non-exchanged outstanding notes will be credited to your account maintained with DTC, as promptly as practicable after the expiration or termination of the exchange offer.

If you desire to tender your outstanding notes and your outstanding notes are not immediately available or one of the situations described in the immediately preceding paragraph occurs, you may tender if:


	(1) you tender through an eligible financial institution;

	(2) on or prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from an eligible institution, a written or facsimile copy of a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us; and

	(3) the certificates for all certificated outstanding notes, in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

The notice of guaranteed delivery may be sent by facsimile transmission, mail or hand delivery. The notice of guaranteed delivery must set forth:


	(1) your name and address;

	(2) the amount of outstanding notes you are tendering; and

	(3) a statement that your tender is being made by the notice of guaranteed delivery and that you guarantee that within three New York Stock Exchange trading days after the execution of the notice of guaranteed delivery, the eligible institution will deliver the following documents to the exchange agent:


	(A) the certificates for all certificated outstanding notes being tendered, in proper form for transfer or a book-entry confirmation of tender;

	(B) a written or facsimile copy of the letter of transmittal, or a book-entry confirmation instead of the letter of transmittal; and

	(C) any other documents required by the letter of transmittal.

The exchange agent will establish an account with respect to the book-entry interests at DTC for purposes of the exchange offer promptly after the date of this prospectus. You must deliver your book-entry interest by book-entry transfer to the account maintained by the exchange agent at DTC. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.


	(1) you cannot deliver a book-entry confirmation of book-entry delivery of your book-entry interests into the exchange agent’s account at DTC; or

	(2) you cannot deliver all other documents required by the letter of transmittal to the exchange agent prior to the expiration date;

then you must tender your book-entry interests according to the guaranteed delivery procedures discussed above.

Except as otherwise provided herein, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of outstanding notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address listed in this prospectus prior to 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:


	•	specify the name of the person having deposited the outstanding notes to be withdrawn;

	•	identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of such outstanding notes;

	•	be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and

	•	specify the name in which any outstanding notes are to be registered if different from that of the person that deposited the outstanding notes to be withdrawn.

If the outstanding notes have been delivered under the book-entry procedure set forth above under “— Procedures for Tendering,” any notice of withdrawal must specify the name and number of the participant’s account at DTC to be credited with the withdrawn outstanding notes.

We will resolve, in our sole discretion, all questions as to the validity, form and eligibility, including time of receipt, of withdrawal notices. Our determination shall be final and binding on all parties. Any outstanding notes withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and registered notes will not be issued in exchange for such withdrawn outstanding notes unless the withdrawn outstanding notes are validly retendered. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “— Procedures for Tendering” at any time prior to the expiration date.

Any outstanding notes that are tendered but not accepted due to withdrawal, rejection of tender or termination of the exchange offer will be returned as soon as practicable to the holder without cost to the holder (or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer facility under the book-entry transfer procedures described above, these outstanding notes will be credited to an account maintained with such book-entry transfer facility for the outstanding notes).

Notwithstanding any other term of the exchange offer, we are not required to accept for exchange any outstanding notes, and may terminate the exchange offer as provided in this prospectus before the acceptance of any outstanding notes, if:


	•	the exchange offer will violate applicable law or any applicable interpretation by the SEC staff;

	•	the outstanding notes are not tendered in accordance with the exchange offer;

	•	you do not represent that you are acquiring the registered notes in the ordinary course of your business, that you are not engaging in and do not intend to engage in a distribution of the registered notes, and that you have no arrangement or understanding with any person to participate in a distribution of the registered notes; or

	•	any action or proceeding is instituted or threatened by any governmental agency with respect to the exchange offer which would reasonably be expected to impair our ability to proceed with the exchange offer.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any condition or we may waive them in whole or in part at any time and from time to time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of the right and each right shall be deemed an ongoing right which may be asserted at any time and from time to time.

If we determine in our reasonable judgment that any of the conditions are not satisfied, we may (1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders (or, in the case of outstanding notes delivered by book-entry transfer within DTC, credit any outstanding notes to the account maintained within DTC by the participant in DTC which delivered the notes), (2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw the tenders of outstanding notes (see “Withdrawal of Tenders” above) or (3) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes which have not been withdrawn. If a waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during such five to ten business day period.

Wachovia Bank, National Association has been appointed as exchange agent for the exchange offer. Delivery of letters of transmittal and any other required documents, questions, requests for assistance, and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent as follows:

(Originals of all documents submitted by facsimile should be sent promptly by hand, overnight courier or registered or certified mail.)

Delivery to other than the above address or facsimile number will not constitute a valid delivery of your outstanding notes.

We will pay expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by facsimile, telephone or in person by our officers and regular employees.

We have not retained any dealer-manager as part of the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for services and will reimburse it for its reasonable out-of-pocket expenses under the exchange offer. We will also pay the reasonable fees and expenses of one firm acting as counsel for the outstanding purchasers. Expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

You must pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. If satisfactory evidence of payment of the taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to you.

The registered notes will be recorded at the same carrying value as the outstanding notes on the date of the exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer and the unamortized expenses relating to the issuance of the outstanding notes will be amortized over the term of the registered notes.

We will issue the registered notes under separate indentures, each dated April 23, 2004, between us and Wachovia Bank, National Association as trustee.

If we default on the notes, the trustee has the power to enforce the debt holders’ rights against us. In addition, the trustee performs administrative duties on our behalf, including sending interest payments and transferring notes to a new purchaser.

The following discussion summarizes selected provisions of the indenture under which the notes will be issued. Because this is only a summary, it is not complete and does not describe every aspect of the notes and the indentures. Whenever there is a reference to particular defined terms of the indentures, the defined terms are incorporated by reference, and the statement is qualified in its entirety by that reference. Capitalized terms are terms that are defined in the indenture.

A copy of the form of each of the indentures is available from us upon request. You should, before you decide to purchase any notes, read the indentures for provisions that may be important to you but which are not included in this summary.

The indentures provided for the initial issuance of up to $150,000,000 principal amount of 4.20% Senior Notes due 2009 and $150,000,000 principal amount of 5.40% Senior Notes due 2014, respectively. Any outstanding notes that remain outstanding after the completion of the exchange offer, together with the registered notes issued in exchange for the outstanding notes will be treated as a single class of debt securities under the indenture. The outstanding notes and the registered notes to be issued in the exchange offer are collectively referred to as the “notes” in this summary description of the notes.

The notes due 2009 will mature on April 15, 2009, and the notes due 2014 will mature on April 15, 2014, each date referred to as the “Maturity.” We will issue the notes in fully registered book-entry form only, without coupons, in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The notes are not entitled to the benefit of any mandatory redemption or sinking fund. Each of the notes will bear interest at the rate per year shown on the cover page of this prospectus from and including the most recent Interest Payment Date to which interest has been paid or provided for, payable on April 15 and October 15 of each year, beginning October 15, 2004 (each, referred to as an “Interest Payment Date”), to the person in whose name the notes are registered, referred to as the “Holder,” at the close of business on the date 15 days prior to such Interest Payment Date, referred to as the “Regular Record Date.”

We may from time to time, without the consent of the note holders, create and issue further notes having the same terms and conditions as the notes offered by this prospectus. Any additional notes would rank equally and ratably with the notes offered by this prospectus and would be treated as a single series with the notes offered by this prospectus, for all purposes under the applicable indenture.

If any Interest Payment Date or the Maturity falls on a day that is not a Business Day, the interest or principal payment shall be made on the next day that is a Business Day, and no interest on such payment shall accrue for the period from and after the Interest Payment Date or the Maturity. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months.

The notes will be our unsecured senior obligations, ranking equally with each other and with all of our other unsecured and unsubordinated indebtedness which may be outstanding from time to time. The indenture does not limit the amount of additional indebtedness that we or any of our subsidiaries may incur. The indenture and the form of the notes do not contain provisions designed to afford holders of the notes protection in the event of a takeover, recapitalization, or similar restructuring involving us that may adversely affect holders of the notes.

The notes will not be listed on any national securities exchange or automated quotation system.

All of our subsidiaries have, jointly and severally, fully and unconditionally guaranteed our obligations under the notes on an equal and ratable basis subject to the limitation described in the next to last paragraph of this description of the subsidiary guarantees. Under certain circumstances, our subsidiaries which are created or acquired after the date of the indenture will not be required to guarantee the notes. In addition, if any subsidiary of ours which is not already a guarantor becomes a guarantor, we will cause such subsidiary to enter into a supplemental indenture to the applicable indenture pursuant to which such subsidiary shall agree to guarantee our obligations under the notes.

Under its subsidiary guarantee, each subsidiary guarantor will guarantee, jointly and severally, to each holder of notes and the trustee, the full and prompt performance of our obligations under the indenture and the notes, including the payment of principal of (or premium, if any, on) and interest on the notes.

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 secured indebtedness of the subsidiary guarantor with respect to the assets securing that indebtedness.

The obligations of each subsidiary guarantor are limited to the maximum amount that will result in the obligations of that subsidiary guarantor under its subsidiary guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law, after giving effect to the following: (i) all other contingent and fixed liabilities of that subsidiary guarantor; and (ii) any collections from or payments made by or on behalf of any other subsidiary guarantor for the obligations of that other subsidiary guarantor under its subsidiary guarantee or under its contribution obligations contained in the indentures. Each subsidiary guarantor that makes a payment or distribution under a subsidiary guarantee will be entitled to a contribution from each other subsidiary guarantor in a pro rata amount based on the amount by which the fair value of the properties and assets of each subsidiary guarantor exceeds the total amount of liabilities, including contingent liabilities, but excluding liabilities under such guarantor’s subsidiary guarantee.

Notwithstanding the foregoing, any guarantee by a subsidiary guarantor shall be automatically and unconditionally released and discharged (i) upon any sale, exchange or transfer to any person other than us or another subsidiary guarantor (whether or not affiliated with the subsidiary guarantor) of all of the capital stock of such subsidiary guarantor, or all or substantially all of the assets of such subsidiary guarantor, pursuant to a transaction which is in compliance with the indentures or (ii) in the event that the lenders under the revolving credit facility unconditionally release such subsidiary guarantor from its guarantee obligations under such facility. Pursuant to an amendment to our credit facility, any guarantor who sells all or substantially all of its assets in a manner permitted by the credit facility will be automatically released from the credit facility and the indentures.

Each of the notes due 2009 and the notes due 2014 will be redeemable, as a whole part or in part, at our option, at any time or from time to time, by mailing notice to the registered address of each holder of such notes at least 30 days but not more than 60 days prior to the redemption. The redemption prices will be equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) on those securities discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate (as defined below) plus 15 basis points with respect to the notes due 2009 and 20 basis points with respect to the notes due 2014. In either case, accrued interest will be paid to the date of redemption.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the second business day immediately preceding

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes. “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the trustee after consultation with us.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means each of Banc One Capital Markets, Inc. and at least one other primary U.S. Government securities dealer in New York City selected by Wachovia Capital Markets, LLC, and their respective successors; provided that, if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealers and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by the Reference Treasury Dealers, at 5:00 p.m., New York City time, on the third business day preceding that redemption date.

“Remaining Scheduled Payments” means, with respect to the notes to be redeemed, the remaining scheduled payments of principal of and interest on those notes that would be due after the related redemption date but for that redemption; provided, however, that if such redemption date is not an interest payment date with respect to the notes to be redeemed, the amount of the next succeeding scheduled interest payment on those notes will be reduced by the amount of interest accrued on such notes to such redemption date.

On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption date, we will deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on that date. If less than all of the notes of any series are to be redeemed, the notes to be redeemed shall be selected by the trustee by a method the trustee deems to be fair and appropriate.

The notes will be represented by one or more Global Securities registered in the name of Cede & Co., the nominee of The Depository Trust Company, as Depositary, and the provisions set forth under “Description of Notes — Global Securities” below will apply.

The Depositary has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A

of the Exchange Act. The Depositary holds securities that its participants (the “Participants”) deposit with the Depositary. The Depositary also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants, referred to as the “Direct Participants,” include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. The Depositary is owned by a number of its Direct Participants and by The New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the Depositary’s system is also available to others such as securities brokers and dealers, banks and trust companies that clear through, or maintain a custodial relationship with a Direct Participant, either directly or indirectly, referred to as the “Indirect Participants.” The rules applicable to the Depositary and its Participants are on file with the SEC.

Purchases of the notes under the Depositary’s system must be made by or through Direct Participants, who receive a credit for the notes on the Depositary’s records. The ownership interest of each actual purchaser of each note, referred to as “Beneficial Owner,” is recorded on the Direct and Indirect Participants’ respective records. Beneficial Owners will not receive written confirmation from the Depositary of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their Holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interest in the notes are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the notes except in the event that use of the book-entry system for the notes is discontinued.

To facilitate subsequent transfers, all notes deposited by Participants with the Depositary will be registered in the name of Cede & Co. The deposit of the notes with the Depositary and their registration in the name of Cede & Co. effect no change in beneficial ownership. The Depositary has no knowledge of the actual Beneficial Owners of the notes; the Depositary’s records reflect only the identify of the Direct Participants to whose accounts such notes are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Delivery of notices and other communications by the Depositary to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither the Depositary nor Cede & Co. will consent or vote with respect to the notes. Under its usual procedures, the Depositary mails an omnibus proxy, referred to as an “Omnibus Proxy,” to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the notes will be made to Cede & Co. The Depositary’s practice is to credit Direct Participants’ accounts on the relevant payment date in accordance with their respective holdings shown on the Depositary’s records unless the Depositary has reason to believe that it will not receive payment on such payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities for the accounts of customers in bearer form or registered in “street-name,” and will be the responsibility of such Participant and will not be our responsibility, nor the responsibility of the Depositary or the Underwriters, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. is our responsibility or the responsibility of the trustee. Disbursement of such payments to Direct Participants is the responsibility of the Depositary, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.

The Depositary may discontinue providing its services as securities depository with respect to the notes at any time by giving us reasonable notice. Under such circumstances and in the event that a

We will not have any responsibility or obligation to Participants or the persons for whom they act as nominees with respect to the accuracy of the records of the Depositary, its nominee or any Direct or Indirect Participant with respect to any ownership interest in the notes, or with respect to payments to or providing of notice for the Direct Participants, the Indirect Participants or the Beneficial Owners.

The information contained above under the caption “Description of Notes-Book-Entry System, Form and Delivery” concerning the Depositary and the Depositary’s book-entry system has been obtained from sources that we believe to be reliable. We do not, nor does the trustee, the underwriters, dealers or agents take responsibility for the accuracy or completeness thereof.

The notes will be issuable only in fully registered form, without coupons, and only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. We shall deliver the notes, duly executed by us to the trustee for authentication, together with an order for the authentication and delivery of the notes. The trustee, in accordance with such order, shall authenticate and deliver such notes. No notes shall be entitled to any benefit under the indentures or be valid or obligatory for any purpose unless there appears thereon a certificate of authentication substantially in the form provided for in the indenture and manually executed by the trustee or an authenticating agent duly appointed by the trustee. Such certificate shall be conclusive evidence, and the only evidence, that the notes have been duly authenticated and delivered under, and are entitled to the benefits of, the indenture.

At the option of the holder, subject to the terms of the indenture and the limitations applicable to Global Securities, the notes will be exchangeable for other notes of the same series of any authorized denomination and of a like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to Global Securities, the notes may be presented for exchange as provided above or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed) at the office of the Registrar or at the office of any transfer agent designated by us for such purpose. No service charge will be made for any registration of transfer or exchange of the notes but we may require payment of any taxes or other governmental charges as described in the indentures. Such transfer or exchange will be effected upon the Registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. We have appointed the trustee as Registrar. We may at any time designate additional transfer agents or rescind the designation of any transfer agent. We may also approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each Place of Payment for the notes.

In the event of a redemption in part, we will not be required to (i) issue, register the transfer of or exchange any notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such notes that may be selected for redemption and ending at the close of business on the day of such mailing or (ii) register the transfer of or exchange any notes, in whole or in part, called for redemption, except the unredeemed portion of any such notes being redeemed in part.

The Global Securities will have an aggregate principal amount equal to that of the notes that they represent. The Global Securities will have a legend regarding their restrictions on exchanges and registration of transfer referred to below and any such other matters as may be provided for pursuant to the indentures.

No Global Security may be exchanged, in whole or in part, for notes registered, and no transfer of a Global Security, in whole or in part, may be registered, in the name of any Person other than the

So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the notes represented by such Global Security for all purposes under the notes and the indentures. Except as provided above, owners of beneficial interests in a Global Security will not be entitled to have such Global Security or any notes that it represents registered in their names, will not receive or be entitled to receive physical delivery of certificated notes in exchange therefor and will not be considered to be the owners or Holders of such Global Security or any notes represented thereby for any purpose under the notes or the indentures. All payments of principal of, and any premium and interest on, a Global Security will be made to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. The laws of some jurisdictions require that certain purchasers (for example, certain insurance companies) of securities take physical delivery of such securities in definitive form. These laws may impair your ability to transfer your beneficial interests in a Global Security to these types of purchasers.

Ownership of beneficial interests in a Global Security will be limited to institutions that have accounts with the Depositary or its nominee, referred to as “participants,” and to persons that may hold beneficial interests through participants. In connection with the issuance of any Global Security, the Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of notes represented by the Global Security to the accounts of its participants. Ownership of beneficial interests in a Global Security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the Depositary (with respect to participants’ interests) or any such participant (with respect to interests of persons held by such participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in a Global Security may be subject to various policies and procedures adopted by the Depositary from time to time. None of the Company, the trustee or any agent of the Company or the trustee will have any responsibility or liability for any aspect of the Depositary’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

Payment of interest on a note on any Interest Payment Date will be made to the Person in whose name such note is registered at the close of business on the Regular Record Date for such interest.

Principal of, and any premium and interest on, the notes will be payable at the office of such paying agent or paying agents as we may designate for such purpose from time to time. However, at our option, payment of any interest may be made by check mailed to the address of the Person entitled thereto as such address appears in the Note Register.

The corporate trust office of the trustee in Jacksonville, Florida will be designated as our sole paying agent for payments with respect to notes. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the notes.

All monies paid by us to a paying agent for the payment of principal of, premium, if any, or interest on any notes that remain unclaimed at the end of two years after such principal, premium or interest has

The indentures provide that, except as otherwise provided in the next succeeding paragraph, neither we nor any Restricted Subsidiary (as defined below) of ours will issue, assume or guarantee any indebtedness for borrowed money, referred to as “Debt,” secured by any mortgage, pledge, security interest, lien or other encumbrance, referred to as a “Lien,” upon any Principal Property of ours or of any Restricted Subsidiary or upon any shares of stock or Debt of any Restricted Subsidiary (whether such Principal Property, shares of stock or Debt are now owned or hereafter acquired) unless we secure or cause such Restricted Subsidiary to secure the notes equally and ratably with, or prior to, such secured Debt, for so long as such Debt will be so secured. The restriction will not apply to Debt secured by:


	(A) Liens on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Restricted Subsidiary or arising thereafter (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such corporation’s becoming a Restricted Subsidiary;

	(B) Liens on any property (including shares of stock or Debt) existing at the time of acquisition thereof (including acquisition through merger or consolidation) or securing the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of or within 180 days after, the acquisition of such property, shares of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction costs thereof (provided such Liens are limited to such property, improvements thereon and the land upon which such property and improvements are located and any other property not then constituting a Principal Property);

	(C) Liens on any property to secure all or any part of the cost of development, operations, construction, alteration, repair or improvement of all or any part of such property, or to secure Debt incurred prior to, at the time of or within 180 days after, the completion of such development, operation, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such property, improvements thereon and the land upon which such property and improvements are located and any other property not then constituting a Principal Property);

	(D) Liens which secure Debt owing by a Restricted Subsidiary to us or to another Restricted Subsidiary or by us to a Restricted Subsidiary;

	(E) Liens securing indebtedness of a corporation which becomes our successor in accordance with the provisions described under the heading “— Consolidation, Merger and Sale of Assets” below;

	(F) Liens on our property or the property of a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens, or in favor of any trustee or mortgagee for the benefit of holders of indebtedness of any such entity incurred for any such purpose;

	(G) Liens existing as of the date of the indentures; and

	(H) any extension, renewal or replacement (or successive extension, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (A) to (G), inclusive, or of any


	Debt secured thereby; provided that such extension, renewal or replacement Lien shall be limited to all or any part of the same property that secured the Lien extended, renewed or replaced (plus any improvements on such property) and shall secure no larger amount of Debt than that existing at the time of such extension, renewal or replacement.

Notwithstanding the foregoing restrictions, we and any one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the foregoing restrictions if at the time it does so, referred to as the “Incurrence Time,” the aggregate amount of such Debt plus all of our and our Restricted Subsidiaries’ other Debt secured by a Lien which would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under clauses (A) through (H) referred to above), plus the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions permitted by clause (A) under the heading “— Limitations on Sale and Leaseback Transactions” below) entered into after the date of the indenture and in existence at the Incurrence Time (less the aggregate amount of proceeds of such Sale and Leaseback Transactions which shall have been applied in accordance with clause (C) under “— Limitations on Sale and Leaseback Transactions”), does not exceed 15% of Consolidated Net Tangible Assets.

The indenture provides that neither we nor any of our Restricted Subsidiaries will enter into any Sale and Lease-Back Transaction with respect to any Principal Property unless either:


	(A) we or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to the foregoing covenant relating to “— Limitation on Liens,” without equally and ratably securing the notes, to issue, assume or guarantee indebtedness secured by a Lien on such Principal Property; or

	(B) our Attributable Debt and the Attributable Debt of our Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of the applicable indenture (other than such Sale and Leaseback Transactions as are permitted by clause (A) or clause (C) of this paragraph), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in subdivisions (A) through (H) under the heading “— Limitation on Liens” above) which do not equally and ratably secure the notes, would not exceed 15 % of Consolidated Net Tangible Assets; or

	(C) we, within 180 days after the sale or transfer: (1) apply or cause a Restricted Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or the fair market value of the Principal Property so sold and leased back at the time of entering into such Sale and Leaseback Transaction (in either case as determined by the Board of Directors) to the retirement of the notes or other of our indebtedness (other than indebtedness subordinated to the notes) or indebtedness of a Restricted Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application, provided that the amount to be so applied shall be reduced by (i) the principal amount of notes delivered within 180 days after such sale or transfer to the trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness of us or a Restricted Subsidiary other than notes voluntarily retired by us or a Restricted Subsidiary within 180 days after such sale or transfer; or (2) invest an equal amount, or the amount not so applied pursuant to clause (1), in Additional Assets (including investments in Additional Assets by a Restricted Subsidiary); provided, further, that notwithstanding the foregoing, no retirement referred to in this clause (C) may be affected by payment at Maturity; or

	(D) the lease period for such Sale and Leaseback Transaction, including renewals, is for not more than three years.

Notwithstanding the foregoing, where we are, or any Restricted Subsidiary is, the lessee in any Sale and Leaseback Transaction, Attributable Debt shall not include any Debt resulting from the guarantee by us or any other Restricted Subsidiary of the lessee’s obligation thereunder.

The term “Additional Assets” means (i) any property or assets (other than indebtedness and Capital Stock) in a Related Business, including improvements to existing assets, used by us or a Restricted Subsidiary in a Related Business; (ii) Capital Stock of a person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by us or another Restricted Subsidiary; provided, however, that any such Restricted Subsidiary is primarily engaged in a Related Business; (iii) Capital Stock constituting an additional equity interest in any person that at such time is a Restricted Subsidiary that is not a wholly-owned subsidiary; or (iv) the costs of improving or developing any property owned by us or a Restricted Subsidiary that is used in a Related Business.

The term “Attributable Debt” means, in respect of a Sale and Leaseback Transaction and as of any particular time, the present value (discounted at the rate of interest implicit in the terms of the lease involved in such Sale and Leaseback Transaction, as determined in good faith by us) of the obligation of the lessee thereunder for net rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, services, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon monetary inflation or the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

The term “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity.

The term “Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, and (b) all current liabilities, all as shown on our most recent consolidated financial statements filed with the SEC prior to the time as of which “Consolidated Net Tangible Assets” shall be determined.

The term “Maturity,” when used with respect to any note, means the date on which the principal of such note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

The term “Principal Property” means any single racetrack facility or business unit located within the United States of America (other than its territories and possessions) and owned or operated by, or leased to, us or any Subsidiary, the book value of the property and equipment of which (as shown, net of depreciation, on the books of the owner or owners thereof) is not less than 4% of the Consolidated Net Tangible Assets as shown on our most recent consolidated financial statements filed with the SEC, except (a) any such facility (i) owned or operated or leased jointly or in common with one or more Persons other than by us or our Subsidiaries, in which our interest and the interest of our Subsidiaries does not exceed 50%, or (ii) which the Board of Directors determines by Board Resolution in good faith is not of material importance to the total business conducted, or assets owned, by us and our Subsidiaries as an entirety, or (b) any portion of any such facility which the Board of Directors determines by Board Resolution in good faith not to be of material importance to the use or operation of such facility.

The term “Related Business” means any business related, ancillary or complementary (as determined in good faith by the Board of Directors) to our business and the Restricted Subsidiaries on the issue date.

The term “Restricted Subsidiary” means any of our Subsidiaries substantially all the property of which is located, or substantially all of the business of which is carried on, within the United States of

The term “Stated Maturity,” when used with respect to any note or any installment of principal thereof, or interest thereon, means the date specified in such note as the fixed date on which the principal of the note or such installment of principal or interest is due and payable.

The term “Subsidiary” shall mean, as to any person, a corporation, partnership, limited liability company or other entity of which the 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 management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such person. For purposes of the indentures, all Subsidiaries are also our affiliates.

The indentures provide that we may not consolidate with or merge into, or convey, transfer or lease our and our Subsidiaries properties and assets substantially as an entirety to, any Person, referred to as a “successor Person,” and may not permit any Person to merge into, or convey, transfer or lease our properties and assets substantially as an entirety to, us, unless:


	(i) the successor Person (if any) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any domestic jurisdiction and assumes our obligations on the notes and under the indentures;

	(ii) immediately after giving effect to the transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing;

	(iii) if, as a result of the transaction, our property or the property of any of our Restricted Subsidiaries becomes subject to a Lien that would not be permitted under the provisions described under the heading “Restrictive Covenants — Limitations on Liens” above, we take such steps as shall be necessary to secure the notes, if any, equally and ratably with (or prior to) the indebtedness secured by such Lien; and

	(iv) certain other conditions are met.

The following are Events of Default under each indenture with respect to the notes issued under such indenture:


	•	failure to pay principal of or premium, if any, on any notes when due;

	•	failure to pay any interest on any notes when due, continued for 30 days;

	•	failure to perform any of our covenants in such indenture, continued for 60 days after written notice has been given by the trustee, or the holders of at least 25% in principal amount of the outstanding notes, as provided in such indenture;

	•	if any guarantee of the notes shall be deemed to be unenforceable or invalid in any judicial proceeding or shall cease to be in full force and effect, or any guarantor or any person acting on behalf of any guarantor shall deny or disaffirm its obligations under its guarantee; and

	•	certain events in bankruptcy, insolvency or reorganization.

If an Event of Default (other than an Event of Default relating to bankruptcy, insolvency or reorganization as described above) with respect to the notes occurs and is continuing, either the trustee or

Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indentures at the request or direction of any of the holders, unless such holders shall have offered to the trustee reasonable indemnity. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes.

Holders of notes do not have any right to institute any proceeding with respect to the indentures, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless:


	(i) such holder has previously given to the trustee written notice of a continuing Event of Default with respect to the applicable notes;

	(ii) the holders of at least 25% in aggregate principal amount of the notes issued under the applicable indenture have made written request, and such holder or holders have offered reasonable indemnity, to the trustee to institute such proceeding as trustee; and

	(iii) the trustee has failed to institute such proceeding, and has not received from the holders of a majority in aggregate principal amount of the notes a direction inconsistent with such request, within 60 days after such notice, request and offer.

However, such limitations do not apply to a suit instituted by a holder of notes for the enforcement of payment of the principal of or any premium or interest on such notes on or after the due date of such notes.

We will be required to furnish to the trustee annually a statement as to our performance of our covenants and agreements under the indentures. We must also specify all such known defaults under the indentures.

Modifications or amendments of the indentures may be made by us and the trustee with the consent of the holders of a majority in aggregate principal amount of the notes issued under the applicable indenture, except that no such modification or amendment may, without the consent of the holders of all the notes issued under such applicable indenture to:


	(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, such notes;

	(b) reduce the principal amount of, or any premium or interest on, such notes;

	(c) reduce the amount of principal payable upon acceleration of the Maturity of such notes;

	(d) change the place or currency of payment of principal of, or any premium or interest on, such notes;


	(e) impair the right to institute suit for the enforcement of any payment on or with respect to such notes;

	(f) reduce the percentage in principal amount of such notes, the consent of whose holders is required for modification or amendment of such indenture;

	(g) reduce the percentage in principal amount of notes necessary for waiver of compliance with certain provisions of such indenture or for waiver of certain defaults;

	(h) modify the provisions of such indenture with respect to modification and waiver; or

	(i) the release of any subsidiary guarantor, other than in accordance with such indenture.

The holders of a majority in principal amount of the notes issued under the applicable indenture may waive our compliance with certain restrictive provisions of such indenture. The holders of a majority in principal amount of the notes may waive any past default under such indenture, except a default in the payment of principal, premium or interest and certain covenants and provisions of the indentures which cannot be amended without the consent of the holder of each outstanding note.

We will be entitled to set any day as a record date for the purpose of determining the holders of outstanding notes entitled to give or take any direction, notice, consent, waiver or other action under the indentures, in the manner and subject to the limitations provided in the indentures, except in limited circumstances. In certain limited circumstances, the trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by holders of notes, such action may be taken only by persons who are holders of outstanding notes on the record date. To be effective, such action must be taken by holders of the requisite principal amount of such notes within a specified period following the record date. For any particular record date, this period will be 180 days or such shorter period as we may specify (or the trustee, if it set the record date), and may be shortened or lengthened (but not beyond 180 days) from time to time.

We may elect at any time to have the provisions of the indentures, relating to defeasance and discharge of indebtedness, or relating to defeasance of certain restrictive covenants in the indentures, applied to the notes or to any specified part of the notes.

Defeasance and Discharge. The indentures provide that we will be discharged from all of our obligations with respect to such notes (except for certain obligations to exchange or register the transfer of notes, to replace stolen, lost or mutilated notes, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust for the benefit of the holders of such notes of money or U.S. Government Obligations, or both, that, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of, and any premium and interest on, the notes on the Stated Maturity in accordance with the terms of the indentures and the notes. Such defeasance or discharge may occur only if, among other things, we have delivered to the trustee an Opinion of Counsel to the effect that we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that holders of the notes will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur.

Defeasance of Certain Covenants. The indentures provide that we may omit to comply with certain restrictive covenants, including those described under “— Restrictive Covenants” and in the last sentence under “— Consolidation, Merger and Sale of Assets,” and the occurrence of certain Events of Default will be deemed not to be or result in an Event of Default, in each case with respect to the notes. In order to do so, we will be required to deposit, in trust for the benefit of the holders of the notes, money or U.S. Government Obligations, or both, that, through the payment of principal and interest in respect

thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of, and any premium and interest, on the notes on the Stated Maturity in accordance with the terms of the indenture and the notes. We will also be required, among other things, to deliver to the trustee an Opinion of Counsel to the effect that holders of the notes will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. In the event we exercise this option with respect to any notes and such notes are declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. Government Obligations so deposited in trust would be sufficient to pay amounts due on the notes at the time of their Stated Maturity but may not be sufficient to pay amounts due on the notes upon any acceleration resulting from such Event of Default. In such case, we would remain liable for such payments.

Notices to Holders of notes will be given by mail to the addresses of such holders as they appear in the register of notes.

We, the trustee and any of our or the trustee’s agents may treat the Person in whose name any note is registered as the absolute owner of the note (whether or not the note may be overdue) for the purpose of making payment and for all other purposes.

The indenture is and the registered notes will be governed by, and construed in accordance with, the law of the State of New York.

The following is a general discussion of the material U.S. federal income tax consequences of the exchange of outstanding notes for registered notes pursuant to the exchange offer. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations thereunder and administrative rulings and court decisions, all as in effect on the date hereof. All of the foregoing are subject to change, possibly on a retroactive basis, and to differing interpretations.

This discussion is general information only and does not address all aspects of U.S. federal income taxation that may be relevant to the exchange of outstanding notes for registered notes pursuant to the exchange offer in light of that holder’s particular circumstances. For example, this discussion does not address the U.S. federal income tax consequences to holders that are subject to special treatment under the U.S. federal income tax laws, such as:


	•	dealers in securities or foreign currency;

	•	tax-exempt entities;

	•	banks, thrifts, insurance companies, regulated investment companies or other financial institutions;

	•	persons that hold outstanding notes as part of a “straddle,” “hedge,” “conversion transaction,” or other integrated investment;

	•	persons that have a “functional currency” other than the U.S. dollar;

	•	certain expatriates and former long-term residents of the United States; and

	•	partnerships and other pass-through entities (or investors holding interests in partnerships or pass-through entities) that hold outstanding notes.

Unless otherwise stated, this discussion is limited to the U.S. federal income tax consequences to those persons that are beneficial owners of outstanding notes and that hold such outstanding notes as capital assets within the meaning of Section 1221 of the Code. Moreover, this discussion does not describe any tax consequences arising out of the U.S. alternative minimum tax law or the tax laws of any state, local or foreign jurisdiction or any possible applicability of the U.S. federal gift or estate tax laws.

YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR REGARDING THE UNITED STATES FEDERAL TAX CONSEQUENCES OF EXCHANGING YOUR OUTSTANDING NOTES FOR REGISTERED NOTES, AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY FOREIGN, STATE, LOCAL OR OTHER TAXING JURISDICTION.

Exchange Offer. The exchange of outstanding notes for registered notes pursuant to the exchange offer will not be treated as an “exchange” for U.S. federal income tax purposes because the registered notes will not be considered to differ materially in kind from the outstanding notes. Accordingly,


	•	you will not recognize gain or loss upon receipt of a registered note in exchange for an outstanding note;

	•	the adjusted tax basis of the registered note you receive will be the same as your adjusted tax basis in the outstanding note exchanged therefor; and

	•	the holding period of the registered note you receive will include your holding period of the outstanding note exchanged therefor.

Each broker-dealer that receives registered notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such registered notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of registered notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the date of consummation of the exchange offer and ending on the close of business six months after such date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2009, all dealers effecting transactions in the registered notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of registered notes by brokers-dealers. Registered notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the registered notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such registered notes. Any broker-dealer that effects any resale of registered notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such registered notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of registered notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of six months after the consummation of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the outstanding

The consolidated financial statements of International Speedway Corporation as of November 30, 2003 and 2002 and for each of the three years in the period ended November 30, 2003, incorporated herein by reference in this prospectus, have been audited by Ernst & Young LLP, independent auditors, as stated in their report incorporated herein by reference.

Certain legal matters in connection with the exchange offer will be passed upon for us by Baker Botts L.L.P.

We file annual, quarterly and special reports, information statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. You can also obtain information about us at the offices of the National Association of Securities Dealers, 1735 K St., N.W., Washington, D.C. 20006.

The following documents, filed with the SEC, are incorporated herein by reference:


	(1) Our Annual Report on Form 10-K for the year ended November 30, 2003 (in connection with consideration of the financial statements contained in this Annual Report, please also see our Current Report on Form 8-K, filed on August 11, 2004);

	(2) Our Quarterly Report on Form 10-Q for the quarter ended February 29, 2004 (in connection with consideration of the financial statements contained in this Quarterly Report, please also see our Current Report on Form 8-K, filed on August 11, 2004);

	(3) Our Quarterly Report on Form 10-Q, for the quarter ended May 31, 2004; and

	(4) Our Current Reports on Form 8-K filed on April 6, 2004, April 19, 2004, April 20, 2004, April 23, 2004, May 14, 2004 and August 11, 2004.

In addition, all documents filed with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act by us subsequent to the date of this prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents with the SEC. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus shall be deemed to be superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Statements contained in this prospectus or in any document incorporated by reference into this prospectus as to the contents of any contract or other document referred to herein or therein are not

This prospectus incorporates by reference documents that are not presented in this prospectus or delivered with this prospectus. Copies of such documents are available without charge to any person to whom this prospectus is delivered, upon written or oral request to:

Subject to the procedures and limitations stated therein, Section 607.0850(1) of the Florida Business Corporation Act (“FBCA”) empowers a Florida corporation, such as ISC, to indemnify any person who was or is a party to any proceeding (other than any action by, or in the right of, the corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 607.0850(2) of the FBCA also empowers a Florida corporation to indemnify any person who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Sections 607.0850(1) or 607.0850(2) of the FBCA, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith.

The indemnification and advancement of expenses provided pursuant to Section 607.0850 of the FBCA are not exclusive, and a corporation may make any other or further indemnification or advancement of expenses to any of its directors, officers, employees or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, a director, officer, employee or agent is not entitled to indemnification or advancement of expenses if a judgment or other final adjudication establish that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the FBCA, relating to a director’s liability for voting in favor of or assenting to an unlawful distribution, are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

ISC’s Amended and Restated Articles of Incorporation, as amended, provide that ISC shall indemnify and may advance expenses to its officers and directors to the fullest extent permitted by law in existence from time to time.

ISC maintains an insurance policy covering directors and officers under which the insurer agrees to pay, subject to certain exclusions, for any claim made against the directors and officers of ISC for a wrongful act for which they may become legally obligated to pay or for which the ISC is required to indemnify its directors and officers.


	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of


	securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;


	Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.


	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Daytona Beach, State of Florida, on the 11th day of August 2004.


	INTERNATIONAL SPEEDWAY CORPORATION

	By: /s/ GLENN R. PADGETT

	Glenn R. Padgett
	Vice President

The Registrant and each person whose signature appears below hereby authorizes W. Garrett Crotty and Glenn R. Padgett, and each of them individually (the “Agent”), with full power of substitution and resubstitution, to file one or more amendments (including post-effective amendments) to the Registration Statement which amendments may make such changes in the Registration Statement as such Agent deems appropriate, and the Registrant and each such person hereby appoints each such Agent as attorney-in-fact to execute in the name and on behalf of the Registrant and each such person, individually and in each capacity stated below, any such amendments to the Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act of 1933, the Co Registrants listed below have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Daytona Beach, State of Florida, on August 11, 2004.


	380 DEVELOPMENT, LLC
	88 CORP.
	AMERICROWN SERVICE CORPORATION
	ASC HOLDINGS, INC.
	ASC PROMOTIONS, INC.
	CALIFORNIA SPEEDWAY CORPORATION
	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, LLC
	ISC PROPERTIES, INC.
	ISC PUBLICATIONS, INC.
	ISC.COM, LLC
	KANSAS SPEEDWAY CORPORATION
	KANSAS SPEEDWAY DEVELOPMENT CORP.
	LEISURE RACING, INC.
	MARTINSVILLE INTERNATIONAL, INC.
	MIAMI SPEEDWAY CORP.
	MICHIGAN INTERNATIONAL SPEEDWAY, INC.
	MOTOR RACING NETWORK, INC.
	MOTORSPORTS INTERNATIONAL CORP.
	NEW YORK INTERNATIONAL SPEEDWAY CORP.
	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
	WATKINS GLEN INTERNATIONAL INC.


	By:	/s/ GLENN R. PADGETT



	Glenn R. Padgett, a duly authorized officer

	HBP, INC.
	INTERNATIONAL SPEEDWAY, INC.
	MOTORSPORTS ACCEPTANCE CORPORATION

The Registrants and each person whose signature appears below hereby authorizes W. Garrett Crotty and Glenn R. Padgett, and each of them individually (the “Agent”), with full power of substitution and resubstitution, to file one or more amendments (including post-effective amendments) to the Registration Statement which amendments may make such changes in the Registration Statement as such Agent deems appropriate, and the Registrants and each such person hereby appoints each such Agent as attorney-in-fact to execute in the name and on behalf of the Registrant and each such person, individually and in each capacity stated below, any such amendments to the Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons as of August 10, 2004 in the capacities indicated. Each named person is a principal executive officer ((a)), a principal financial officer ((b)), a controller or principal accounting officer ((c)) and/or a director (or member or manager) ((d)) of one or more of the Co-Registrants, as indicated by the number(s) assigned to each of the Co-Registrants set forth next to his or her name parenthetically. Collectively this represents the principal executive officer, principal financial officer, controller or principal accounting officer and a majority of the board of directors (or member or managers) of each of the Co-Registrants.


	(1)	380 Development, LLC

	(2)	88 Corp.

	(3)	Americrown Service Corporation

	(4)	ASC Holdings, Inc.

	(5)	ASC Promotions, Inc.

	(6)	Chicago Holdings, Inc.

	(7)	Darlington Raceway of South Carolina, LLC

	(8)	Daytona International Speedway, LLC

	(9)	Event Equipment Leasing, Inc.


(10)	Event Support Corporation

(11)	Great Western Sports, Inc.

(12)	Homestead-Miami Speedway, LLC

(13)	ISC Properties, Inc.

(14)	ISC Publications, Inc.

(15)	ISC.Com, LLC

(16)	Kansas Speedway Corporation

(17)	Kansas Speedway Development Corp.

(18)	Leisure Racing, Inc.

(19)	Martinsville International, Inc.

(20)	Miami Speedway Corp.

(21)	Michigan International Speedway, Inc.

(22)	Motor Racing Network, Inc.

(23)	Motorsports International Corp.

(24)	New York International Speedway Corp.

(25)	North American Testing Company

(26)	Pennsylvania International Raceway, Inc.

(27)	Phoenix Speedway Corp.

(28)	Richmond International Raceway, Inc.

(29)	Rocky Mountain Speedway Corporation


(30)	Southeastern Hay & Nursery, Inc..

(31)	Talladega Superspeedway, LLC

(32)	The California Speedway Corporation

(33)	Watkins Glen International Inc.

(34)	HBP, Inc.

(35)	International Speedway, Inc.

(36)	Motorsports Acceptance Corporation

II-10 EX-1.1 2 g90475exv1w1.txt EX-1.1: PURCHASE AGREEMENT EXHIBIT 1.1 EXECUTION COPY INTERNATIONAL SPEEDWAY CORPORATION $150,000,000 4.20% SENIOR NOTES DUE 2009 $150,000,000 5.40% SENIOR NOTES DUE 2014 PURCHASE AGREEMENT APRIL 19, 2004 Wachovia Capital Markets, LLC Banc One Capital Markets, Inc. SunTrust Capital Markets, Inc. As Representatives of the Initial Purchasers c/o Wachovia Capital Markets, LLC One Wachovia Center Charlotte, North Carolina 28288 Ladies and Gentlemen: International Speedway Corporation, a corporation organized under the laws of Florida (the "Company"), proposes to issue and sell to the several parties named in Schedule I hereto (the "Initial Purchasers"), for whom Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc. are acting as representatives (the "Representatives"), $150,000,000 principal amount of its 4.20% Senior Notes Due 2009 (the "Five Year Notes") and $150,000,000 principal amount of its 5.40% Senior Notes due 2014 (the "Ten Year Notes" and collectively with the Five Year Notes, the "Securities") unconditionally guaranteed by the entities listed on Exhibit A attached hereto (the "Subsidiaries"). The Five Year Notes are to be issued under the Five Year Notes Indenture (as defined below). The Ten Year Notes are to be issued under the Ten Year Notes Indenture (as defined below). The Securities have the benefit of a Registration Rights Agreement (the "Registration Rights Agreement"), to be dated as of the Closing Date (as defined below) between the Company, its Subsidiaries and the Initial Purchasers and in substantially the form of Exhibit D, pursuant to which the Company and its Subsidiaries have agreed to exchange notes with substantially identical terms as the Securities (except that such notes will not contain restrictions on transfer or provide for additional interest in the event of certain defaults) (the "Exchange Securities") unconditionally guaranteed by the Subsidiaries and issued pursuant to the Indenture, or agreed to register the Securities under the Act subject to the terms and conditions therein specified. To the extent there are no additional parties listed on Schedule I other than you, the term Representatives as used herein shall mean you as the Initial Purchasers, and the terms Representatives and Initial Purchasers shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 17 hereof. The sale of the Securities to the Initial Purchasers will be made without registration of the Securities under the Act in reliance upon exemptions from the registration requirements of the Act. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum, dated April 19, 2004 (as amended or supplemented at the Execution Time, including any and all exhibits thereto and any information incorporated by reference therein, the "Preliminary Memorandum"), and a final offering memorandum, dated April 23, 2004 (as amended or supplemented at the Execution Time, including any and all exhibits thereto and any information incorporated by reference therein, the "Final Memorandum"). Each of the Preliminary Memorandum and the Final Memorandum sets forth certain information concerning the Company and the Securities. The Company hereby confirms that it has authorized the use of the Preliminary Memorandum and the Final Memorandum, and any amendment or supplement thereto, in connection with the offer and sale of the Securities by the Initial Purchasers. Unless stated to the contrary, any references herein to the terms "amend", "amendment" or "supplement" with respect to the Final Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the Execution Time which is incorporated by reference therein. 1. Representations and Warranties. The Company and the Subsidiaries jointly and severally represent and warrant to each Initial Purchaser as set forth below in this Section 1 (it being understood that the use of the term "Person" in this Section 1 shall be deemed to exclude the Initial Purchasers and their respective Affiliates, as well as any Person acting on their behalf at their direction). (a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Execution Time, on the Closing Date (as defined below) and on any settlement date, the Final Memorandum did not, and will not (and any amendment or supplement thereto, at the date thereof, at the Closing Date and on any settlement date, will not), contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company and its Subsidiaries make no representation or warranty as to the information contained in or omitted from the Preliminary Memorandum or the Final Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers through the Representatives specifically for inclusion therein. (b) Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of the Securities under the Act. (c) Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States. (d) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act. 2 (e) Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has engaged in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and each of them has complied with the offering restrictions requirement of Regulation S. (f) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum will not be, an "investment company" within the meaning of the Investment Company Act, without taking account of any exemption arising out of the number of holders of the Company's securities. (g) The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act and to the Company's knowledge, the Company is in full compliance with all applicable provisions the Sarbanes-Oxley Act of 2002 and the Company has not received any information to the contrary. (h) Neither the Company nor any Subsidiaries has paid or agreed to pay to any Person any compensation for soliciting another to purchase any of the Securities (except as contemplated by this Agreement). (i) The Company has not taken, directly or indirectly, any action designed to cause or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (j) The information, if any, provided by the Company pursuant to Section 5(h) hereof will not, at the date thereof, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) Each of the Company and its Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Final Memorandum, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so exist or qualify would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole (a "Material Adverse Effect"). (l) All the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Final Memorandum, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned Subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (m) the Company's authorized equity capitalization is as set forth in the Final Memorandum. 3 (n) The statements in the Final Memorandum under the headings "Description of the Notes", "Exchange Offer; Registration Rights," "Material United States Federal Income Tax Consequences" and under the headings "Risk Factors" and "Business -- Legal Proceedings" describing certain legal proceedings affecting the Company and its Subsidiaries, fairly summarize the matters therein described. (o) This Agreement has been duly authorized, executed and delivered by the Company and its Subsidiaries; the Indentures have been duly authorized, and assuming the due authorization, execution, delivery thereof by the Trustee, when executed and delivered by the Company and its Subsidiaries, will constitute legal, valid, binding instruments enforceable against the Company and its Subsidiaries in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, and subject, as to the enforcement of rights of indemnity and contribution, to applicable federal and state securities laws and principles of public policy); the Securities have been duly authorized, and, when executed and authenticated in accordance with the provisions of the applicable Indenture and delivered to and paid for by the Initial Purchasers, will have been duly executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the applicable Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, and subject, as to the enforcement of rights of indemnity and contribution, to applicable federal and state securities laws and principles of public policy); the Exchange Securities have been duly authorized, and when executed, delivered and authenticated in accordance with the provisions of the applicable Indenture, will have been duly executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the applicable Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, and subject, as to enforcement of rights of indemnity and contribution, to applicable federal and state securities laws and principles of public policy); the Registration Rights Agreement has been duly authorized and, when executed and delivered by the Company and its Subsidiaries, will constitute the legal, valid, binding and enforceable instrument of the Company and its Subsidiaries (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, and subject, as to the enforcement of rights of indemnity and contribution, to applicable federal and state securities laws and principles of public policy); and the Credit Agreement Amendment and Waiver has been duly authorized by the Company and its Subsidiaries. (p) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required to be obtained or filed, as applicable, by the Company or any Subsidiary in connection with the transactions contemplated herein or in the Indentures, the Registration Rights Agreement, or the Credit Agreement Amendment and Waiver except such as will be obtained under the Act in connection with the Registration Rights Agreement and the qualification of the Indenture under the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of 4 the Securities by the Initial Purchasers in the manner contemplated herein and in the Final Memorandum and the Registration Rights Agreement. (q) Neither the execution and delivery of the Indentures, this Agreement, the Registration Rights Agreement or the Credit Agreement Amendment and Waiver, the issue and sale of the Securities or the Exchange Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to (i) the charter or by-laws of the Company or any of its Subsidiaries; (ii) assuming the due execution and delivery of the Credit Agreement Amendment and Waiver, the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Subsidiaries is a party or bound or to which its or their property is subject, other than conflicts, breaches, violations or liens that, individually or in the aggregate, would not have a Material Adverse Effect; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties, other than violations that, individually or in the aggregate, would not have a Material Adverse Effect. (r) The financial statements of the Company and its consolidated subsidiaries and the related notes thereto incorporated by reference in the Preliminary Memorandum and the Final Memorandum present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; except as specifically set forth in the Final Memorandum, such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby. The financial data set forth under the captions "Summary--Summary Financial Information," "Capitalization" and "Selected Financial Data" in the Final Memorandum fairly present, on the basis stated in the Final Memorandum, the information included therein. (s) Except as set forth in or contemplated in the Final Memorandum, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the ability of the Company and its Subsidiaries to perform this Agreement, the Indenture or the Registration Rights Agreement, or consummate any of the transactions contemplated hereby or thereby; or (ii) could reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. (t) Each of the Company and each of its Subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted. (u) Neither the Company nor any Subsidiary is in violation or default of (i) any provision of its charter or bylaws; (ii) assuming the due execution and delivery of the Credit 5 Agreement Amendment and Waiver, the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, other than violations or defaults that, individually or in the aggregate, would not have a Material Adverse Effect; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any such Subsidiary or any of its properties, as applicable, other than violations or defaults that, individually or in the aggregate, would not have a Material Adverse Effect. (v) Ernst & Young LLP, who has certified the financial statements of the Company and its consolidated subsidiaries incorporated by reference in the Preliminary Memorandum and Final Memorandum, is an independent public accountant with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder. (w) There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities or the Exchange Securities. (x) The Company and its Subsidiaries have filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure to so file would not have a Material Adverse Effect), whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Memorandum (exclusive of any amendment or supplement thereto), and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Memorandum. (y) No labor problem or dispute with the employees of the Company or any of its Subsidiaries exists or, to the best knowledge of the Company, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its Subsidiaries' principal suppliers, contractors or customers, that could have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Memorandum. (z) The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company or any of its Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its Subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company or any of its Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause, other than claims that, individually or in the aggregate, if so denied, would not have a Material Adverse Effect; neither the Company nor any such Subsidiary has 6 been refused any insurance coverage sought or applied for; and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as set forth in or contemplated in the Final Memorandum. (aa) No Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary's capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary's property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Final Memorandum. (bb) The Company and its Subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess any of the foregoing would not have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Final Memorandum. (cc) The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (dd) The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Final Memorandum; and, except as set forth in the Final Memorandum, neither the Company nor any of the Subsidiaries has been named as a "potentially responsible party" under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. 7 (ee) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Final Memorandum. (ff) Each of the Company and its Subsidiaries has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations and published interpretations thereunder with respect to each "plan" (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of the Company and its Subsidiaries are eligible to participate and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations; the Company and its Subsidiaries have not incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA. (gg) The Company and its Subsidiaries own or possess all patent, trademarks, trademark registration, service marks, service mark registrations, trade names, copyrights, licenses, inventions, trade secrets and rights described in the Final Memorandum as being owned by them, or any of them, or necessary for the conduct of their respective businesses, and the Company is not aware of any claim to the contrary or any challenge by any other Person to the rights of the Company or any of its Subsidiaries with respect to the foregoing. (hh) The Company and its Subsidiaries have complied with all provisions of Florida Statutes 517.075, relating to issuers doing business with Cuba. Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company and its Subsidiaries, as to matters covered thereby, to each Initial Purchaser. 2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, (i) at a purchase price of 99.188% of the principal amount thereof, the principal amount of Five Year Notes set forth opposite such Initial Purchaser's name in Schedule I hereto and (ii) at a purchase price of 99.275% of the principal amount thereof, the principal amount of Ten Year Notes set forth opposite such Initial Purchaser's name in Schedule I hereto. 3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on April 23, 2004, or at such time on such later date as the Representatives shall designate, which date and time may be postponed by agreement between 8 the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. 4. Offering by Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (a) It has not offered or sold, and will not offer or sell, any Securities except (i) to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A; or (ii) in accordance with the restrictions set forth in Exhibit B hereto. (b) Neither it nor any Person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or under circumstances that would require registration of the Securities under the Act. 5. Agreements. The Company and its Subsidiaries agree with each Initial Purchaser that: (a) The Company will furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge, during the period referred to in paragraph (c) below, as many copies of the Final Memorandum and any amendments and supplements thereto as it may reasonably request. (b) The Company will not amend or supplement the Final Memorandum, other than by filing documents under the Exchange Act that are incorporated by reference therein, without the prior written consent of the Representatives; provided, however, that, prior to the completion of the distribution of the Securities by the Initial Purchasers (as determined by the Representatives), the Company will not file any document under the Exchange Act that is incorporated by reference in the Final Memorandum unless, prior to such proposed filing, the Company has furnished the Representatives with a copy of such document for their review and the Representatives have not reasonably objected to the filing of such document. The Company will promptly advise the Representatives when any document filed under the Exchange Act that is incorporated by reference in the Final Memorandum shall have been filed with the Commission. (c) If at any time prior to the completion of the sale of the Securities by the Initial Purchasers (as determined by the Representatives), any event occurs as a result of which the Final Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be 9 necessary to amend or supplement the Final Memorandum to comply with applicable law, the Company promptly (i) will notify the Representatives of any such event; (ii) subject to the requirements of paragraph (b) of this Section 5, will prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) will supply any supplemented or amended Final Memorandum to the several Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as the Representatives may reasonably request. (d) The Company will arrange, if necessary, for the qualification of the Securities for sale by the Initial Purchasers under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the sale of the Securities; provided that in no event shall the Company nor shall any Subsidiary be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. The Company will promptly advise the Representatives of the receipt by the Company or any Subsidiary of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) The Company will not, and will not permit any of its Affiliates to, resell any Securities that have been acquired by any of them. (f) Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf at its or their direction will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act. (g) Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf at its or their direction will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States. (h) So long as any of the Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Act, the Company will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time of such restricted securities. (i) Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf at its or their discretion will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and each of them will comply with the offering restrictions requirement of Regulation S. 10 (j) The Company will cooperate with the Representatives and use its reasonable best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (k) The Company will not for a period of 7 days following the Execution Time, without the prior written consent of Wachovia Capital Markets, LLC, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any Affiliate of the Company or any Person in privity with the Company or any Affiliate of the Company), directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Company or any of its Subsidiaries (other than the Securities or the Exchange Securities). (l) Neither the Company nor any of its Subsidiaries will take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (m) In connection with any disposition of Securities pursuant to a transaction made in compliance with paragraph 6(a), paragraph 6(d) or paragraph 6(f) of Exhibit A, the Company will reissue certificates evidencing such Securities without the legend referred to in paragraph 5 of Exhibit A (provided, in the case of a transaction made in compliance with paragraph 6(f) of Exhibit A, that the legal opinion referred to therein so permits). (n) The Company and it Subsidiaries agree to pay the costs and expenses relating to the following matters: (i) the preparation of the Indentures and the Registration Rights Agreement, the issuance of the Securities and the Exchange Securities and the fees of the Trustee; (ii) the preparation, printing or reproduction of the Preliminary Memorandum and Final Memorandum and each amendment or supplement to either of them; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Preliminary Memorandum and Final Memorandum, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities and the Exchange Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Securities and the Exchange Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of one counsel for the Initial Purchasers relating to such registration and qualification); (vii) the transportation and other expenses incurred by or on behalf of Company representatives (which shall not include the Representatives or the Initial Purchasers) in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the performance by the Company of its obligations hereunder. 11 6. Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and its Subsidiaries contained herein at the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company or its Subsidiaries made in any certificates pursuant to the provisions hereof, to the performance by the Company and its Subsidiaries of their obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused Baker Botts L.L.P., counsel for the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) the Company and each of its Subsidiaries is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Final Memorandum, and, to the knowledge of such counsel, is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure so to qualify would not have, individually or in the aggregate, a Material Adverse Effect; (ii) the Company's authorized equity capitalization is as set forth in the Final Memorandum; (iii) the Indentures have been duly authorized, executed and delivered by the Company and its Subsidiaries, and constitute legal, valid and binding instruments enforceable against the Company in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, and subject, as to the enforcement of rights of indemnity or contribution, to applicable federal or state securities laws or principles of public policy); the Securities have been duly and validly authorized by the Company and, when executed and authenticated in accordance with the provisions of the applicable Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the applicable Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, and subject, as to the enforcement of rights of indemnity or contribution, to applicable federal or state securities laws or principles of public policy); the Exchange Securities have been duly and validly authorized and, when executed and authenticated in accordance with the provisions of the applicable Indenture, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the applicable Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, and subject, as to the enforcement of rights of indemnity or contribution, to applicable federal or state securities laws or principles of public policy); the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and it Subsidiaries and constitutes the legal, valid, 12 binding and enforceable instrument of the Company and its Subsidiaries (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, and subject, as to the enforcement of rights of indemnity or contribution, to applicable federal or state securities laws or principles of public policy); the Credit Agreement Amendment and Waiver has been duly authorized by the Company and its Subsidiaries; and the statements set forth under the heading "Description of the Notes" and "Exchange Offer; Registration Rights" in the Final Memorandum, insofar as such statements purport to summarize certain provisions of the Securities and the Exchange Securities, the Indentures and the Registration Rights Agreement, provide a fair summary of such provisions; (iv) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries or its or their property that is not adequately disclosed in the Final Memorandum, except in each case for such proceedings that, if the subject of an unfavorable decision, ruling or finding would not singly or in the aggregate, result in a Material Adverse Effect; (v) the statements set forth under the heading "Material United States Federal Income Tax Consequences," to the extent they constitute summaries of matters of law or regulation or legal conclusions, fairly summarize the matters described therein; (vi) this Agreement has been duly authorized, executed and delivered by the Company and its Subsidiaries; (vii) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required to be obtained or filed, as applicable, by the Company or any Subsidiary in connection with the transactions contemplated herein, the Indentures, the Registration Rights Agreement or the Credit Agreement Amendment and Waiver, except such as will be obtained under the Act in connection with the Registration Rights Agreement, the qualification of the Indentures under the Trust Indenture Act and such as may be required under the blue sky or securities laws of any jurisdiction in connection with the purchase and sale of the Securities by the Initial Purchasers in the manner contemplated in this Agreement and the Final Memorandum and the Registration Rights Agreement and such other approvals (specified in such opinion) as have been obtained (it being understood that such counsel need not express any opinion regarding blue sky or state securities laws); (viii) assuming the accuracy of the representations and warranties and compliance with the agreements contained herein, no registration of the Securities under the Act and no qualification of an indenture under the Trust Indenture Act, are required for the offer and sale by the Initial Purchasers of the Securities in the manner contemplated by this Agreement; (ix) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum, will not be an "investment company" as defined in the Investment Company Act without taking account of any exemption arising out of the number of holders of the Company's securities; and 13 (x) neither the execution and delivery of the Indentures, this Agreement, the Registration Rights Agreement or the Credit Agreement Amendment and Waiver, the issue and sale of the Securities or the Exchange Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or asset of the Company or its Subsidiaries pursuant to, (i) the charter or by-laws of the Company or its Subsidiaries; (ii) assuming the due execution and delivery of the Credit Agreement Amendment and Waiver, the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended November 30, 2003 or the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2004, which breach, violation or imposition, individually or in the aggregate, would have a Material Adverse Effect; or (iii) any statute, law, rule, regulation (assuming compliance with applicable blue sky and state securities laws), judgment, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective properties, which breach, violation or imposition, individually or in the aggregate, would have a Material Adverse Effect. In addition, such counsel shall state that no facts have come to such counsel's attention which would lead such counsel to believe that as of the date of the Final Memorandum and the Closing Date, the Final Memorandum contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, including the notes thereto, the auditors' report thereon and any related summary of accounting policies and other financial information contained therein, as to which such counsel need express no opinion). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the States of New York, Texas or the District of Columbia, the General Corporation Law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; provided, however, that, with respect to any opinion relating to the due authorization of any corporate action or due execution and delivery of any document by any Subsidiary that is not incorporated or organized in New York, Texas, the District of Columbia or Delaware, such counsel may assume for purposes of such opinion, that the laws of the jurisdiction of incorporation or organization are the same as the Delaware General Corporate Law; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Memorandum in this Section 6(a) include any amendment or supplement thereto at the Closing Date. (b) The Company shall have requested and caused Glenn R. Padgett, counsel for the Company, to furnish to the Representatives his opinion, dated the Closing Date and addressed to the Representatives, to the effect that: 14 (i) the Company and each of its Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Final Memorandum, and, to the knowledge of such counsel, is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure so to qualify would not have, individually or in the aggregate, a Material Adverse Effect; (ii) all the outstanding shares of capital stock of the Company and each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Final Memorandum, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned Subsidiaries, to the knowledge of such counsel, free and clear of any security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances; (iii) neither the execution and delivery of this Agreement, the Indentures, the Registration Rights Agreement or the Credit Agreement Amendment and Waiver, the issue and sale of the Securities or the Exchange Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or asset of the Company or its Subsidiaries pursuant to, (i) the charter or by-laws of the Company or its Subsidiaries; (ii) assuming the due execution and delivery of the Credit Agreement Amendment and Waiver, the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which, to the knowledge of such counsel, the Company or any of its Subsidiaries is a party or bound or to which its respective property is subject, which breach, violation or imposition, individually or in the aggregate, would have a Material Adverse Effect; or (iii) any statute, law, rule, regulation (assuming compliance with applicable blue sky and state securities laws), judgment, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective properties, which breach, violation or imposition, individually or in the aggregate, would have a Material Adverse Effect; (iv) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required to be obtained or filed, as applicable, by the Company or any Subsidiary in connection with the transactions contemplated herein, the Indentures, the Registration Rights Agreement or in the Credit Agreement Amendment and Waiver, except such as will be obtained under the Act in connection with the Registration Rights Agreement, the qualification of the Indentures under the Trust Indenture Act and such as may be required under the blue sky or securities laws of any jurisdiction in connection with the purchase and sale of the Securities by the Initial Purchasers in the manner contemplated in this Agreement and the Final Memorandum and the Registration Rights Agreement and such other approvals (specified in such opinion) as have been obtained (it being understood that such counsel need not express any opinion regarding blue sky or state securities laws); 15 In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Florida, the General Corporation Law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; provided, however, that, with respect to any opinion relating to the due authorization of any corporate action or due execution and delivery of any document by any Subsidiary that is not incorporated or organized in Florida or Delaware, such counsel may assume for purposes of such opinion, that the laws of the jurisdiction of incorporation or organization are the same as the Delaware General Corporate Law; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Memorandum in this Section 6(a) include any amendment or supplement thereto at the Closing Date. (c) The Representatives shall have received from Mayer, Brown, Rowe & Maw LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities and the Exchange Securities, the Indenture, the Registration Rights Agreement, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Final Memorandum, any amendment or supplement to the Final Memorandum and this Agreement and that: (i) the representations and warranties of the Company and its Subsidiaries in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and its Subsidiaries have complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Final Memorandum, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Final Memorandum. (e) At the Execution Time and on the Closing Date, Ernst & Young LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives containing statements and information of the type customarily included in accountants' "comfort letters" to underwriters and initial purchasers with respect to the financial information contained in the Offering Memorandum; provided that the 16 letter delivered on the Closing Date may be a "bring-down" comfort letter and shall use a "cut-off" date no more than three business days prior to the Closing Date. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) (x) any change in the long term debt or capital stock of the Company and its subsidiaries or decrease in the consolidated net current assets or shareholders' equity of the Company and its subsidiaries as compared with the amounts shown on the February 29, 2004 unaudited consolidated balance sheet incorporated by reference in the Final Memorandum or (y) any decrease in consolidated net sales or in the total or per share amounts of net income of the Company and its subsidiaries for the period from March 1, 2004 to the specified cut-off date indicated in the accountant's comfort letter, as compared with the corresponding period in the preceding year, in each case as is indicated in the letter described in Section 6(e); or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Memorandum (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to market the Securities as contemplated by the Final Memorandum (exclusive of any amendment or supplement thereto). (g) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (h) The Company, the Subsidiaries and the other parties thereto shall have executed and delivered the Indentures, the Registration Rights Agreement and the Credit Agreement Amendment and Waiver. (i) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Company in Washington, D.C., on the Closing Date. 17 7. Reimbursement of Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company or any Subsidiary to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Initial Purchasers, the Company will reimburse the Initial Purchasers severally through Wachovia Capital Markets, LLC on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 8. Indemnification and Contribution. (a) The Company and its Subsidiaries jointly and severally agree to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees and agents of each Initial Purchaser and each Person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Memorandum, the Final Memorandum (or in any supplement or amendment thereto) or any information provided by the Company to any holder or prospective purchaser of Securities pursuant to Section 5(h), or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company and its Subsidiaries will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Memorandum or the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Initial Purchasers through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Initial Purchaser severally and not jointly agrees to indemnify and hold harmless the Company, its Subsidiaries, each of their respective directors, each of their respective officers, and each Person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and its Subsidiaries to each Initial Purchaser, but only with reference to written information relating to such Initial Purchaser furnished to the Company by or on behalf of such Initial Purchaser through the Representatives specifically for inclusion in the Preliminary Memorandum or the Final Memorandum (or in any amendment or supplement thereto). This indemnity agreement will be in addition to any liability which any Initial Purchaser may otherwise have. The Company acknowledges that the statements set forth in the last paragraph of the cover page regarding the delivery of the Securities and the third, ninth, eleventh and thirteenth paragraphs 18 under the heading "Plan of Distribution" in the Preliminary Memorandum and the Final Memorandum constitute the only information furnished in writing by or on behalf of the Initial Purchasers for inclusion in the Preliminary Memorandum or the Final Memorandum (or in any amendment or supplement thereto). (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and its Subsidiaries on one hand, and the Initial Purchasers on the other hand agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company and its Subsidiaries on the one hand, and one or more of the Initial Purchasers on the other hand, may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and its Subsidiaries on the one hand and by the Initial Purchasers on the other hand from the offering of the Securities; provided, however, that in no 19 case shall any Initial Purchaser (except as may be provided in any agreement among the Initial Purchasers relating to the offering of the Securities) be responsible for any amount in excess of the purchase discount or commission applicable to the Securities purchased by such Initial Purchaser hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and its Subsidiaries on the one hand, and the Initial Purchasers on the other hand shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and its Subsidiaries on the one hand and of the Initial Purchasers on the other hand in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Company and its Subsidiaries shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions in each case set forth on the cover of the Final Memorandum. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company or its Subsidiaries on the one hand or the Initial Purchasers on the other hand, the intent of the parties and their relative knowledge, information and opportunity to correct or prevent such untrue statement or omission. The Company, its Subsidiaries and the Initial Purchasers agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each Person who controls an Initial Purchaser within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each Person who controls the Company or any Subsidiary within the meaning of either the Act or the Exchange Act and each officer and director of the Company or any Subsidiary shall have the same rights to contribution as the Company or any Subsidiary, subject in each case to the applicable terms and conditions of this paragraph (d). 9. Default by an Initial Purchaser. If any one or more Initial Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Initial Purchaser or the Company and its Subsidiaries. In the event of a default by any Initial Purchaser as set forth in this Section 9, the Closing Date shall 20 be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its liability, if any, to the Company or any nondefaulting Initial Purchaser for damages occasioned by its default hereunder. 10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq National Market, or trading in securities generally on the New York Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on such Exchange or the Nasdaq National Market; (ii) a banking moratorium shall have been declared either by Federal or New York State authorities; or (iii) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final Memorandum (exclusive of any amendment or supplement thereto). 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company, its Subsidiaries or their respective officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the Company or its Subsidiaries or any of the officers, directors or controlling Persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, (i) if sent to the Representatives, will be mailed, delivered or telefaxed to Wachovia Capital Markets, LLC, 301 South College Street, TW-7, NC0602, Charlotte, NC 28288-0602, Attention: Debt Syndicate, with a copy to Mayer, Brown Rowe & Maw LLP, 190 S. LaSalle Street, Chicago, IL 60603, telecopy: (312) 701-7711, Attention: Bruce F. Perce; or (ii) if sent to the Company, will be mailed, delivered or telefaxed to the Company at 1801 W. International Speedway Boulevard, Daytona Beach, Florida 32114, telecopy: (904) 947-6537, Attention: General Counsel, with a copy to Baker & Botts L.L.P., The Warner, 1299 Pennsylvania Avenue, N.W., Washington, D.C. 20004, telecopy: (202) 585-1024, Attention: Michael Gold. 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling Persons referred to in Section 8 hereof, and, except as expressly set forth in Section 5(h) hereof, no other Person will have any right or obligation hereunder. 14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 21 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. 16. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof. 17. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" shall have the meaning specified in Rule 501(b) of Regulation D. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York. "Commission" shall mean the Securities and Exchange Commission. "Credit Agreement Amendment and Waiver" shall mean the First Amendment to Credit Agreement and Waiver to be dated the Closing Date between the Company, the Subsidiaries and the lenders identified thereon, in substantially the form attached hereto as Exhibit C. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Five Year Notes Indenture" shall mean the indenture governing the Five Year Notes to be dated the Closing Date, between the Company, the Subsidiaries and Wachovia Bank, National Association, as trustee, in form and substance reasonably acceptable to the parties.. "Indentures" shall the Five Year Notes Indenture and the Ten Year Notes Indenture. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. "NASD" shall mean the National Association of Securities Dealers, Inc. "Person" shall mean any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. "Regulation D" shall mean Regulation D under the Act. "Regulation S" shall mean Regulation S under the Act. 22 "Ten Year Notes Indenture" shall mean the indenture governing the Ten Year Notes to be dated the Closing Date, between the Company, the Subsidiaries and Wachovia Bank, National Association, as trustee, in form and substance reasonably acceptable to the parties. "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder. [SIGNATURES ON FOLLOWING PAGE] 23 EXECUTION COPY If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, its Subsidiaries and the several Initial Purchasers. Very truly yours, INTERNATIONAL SPEEDWAY CORPORATION By: /s/ Glenn R. Padgett Name: Glenn R. Padgett Title: Vice President EXECUTION COPY SUBSIDIARIES: 88 CORP. AMERICROWN SERVICE CORPORATION ASC HOLDINGS, INC. ASC PROMOTIONS, INC. THE CALIFORNIA SPEEDWAY CORPORATION CHICAGO HOLDINGS, INC. DARLINGTON RACEWAY OF SOUTH CAROLINA, LLC DAYTONA INTERNATIONAL SPEEDWAY, LLC EVENT EQUIPMENT LEASING, INC. EVENT SUPPORT CORPORATION GREAT WESTERN SPORTS, INC. HBP, INC. HOMESTEAD-MIAMI SPEEDWAY, LLC INTERNATIONAL SPEEDWAY, INC. ISC PROPERTIES, INC. ISC PUBLICATIONS, INC. ISC.COM, LLC KANSAS SPEEDWAY CORPORATION KANSAS SPEEDWAY DEVELOPMENT CORP. LEISURE RACING, INC. MIAMI SPEEDWAY CORP. MICHIGAN INTERNATIONAL SPEEDWAY, INC. MOTOR RACING NETWORK, INC. MOTORSPORTS ACCEPTANCE CORPORATION MOTORSPORTS INTERNATIONAL CORP. NEW YORK INTERNATIONAL SPEEDWAY CORP. NORTH AMERICAN TESTING COMPANY NORTH CAROLINA SPEEDWAY, INC. PENNSYLVANIA INTERNATIONAL RACEWAY, INC. PHOENIX SPEEDWAY CORP. RICHMOND INTERNATIONAL RACEWAY, INC. ROCKY MOUNTAIN SPEEDWAY CORPORATION SOUTHEASTERN HAY & NURSERY, INC. TALLADEGA SUPERSPEEDWAY, LLC WATKINS GLEN INTERNATIONAL, INC. Each by its duly authorized officer: By: /s/ Glenn R. Padgett Glenn R. Padgett Secretary Of the Guarantors listed above {Signatures Continue Next Page} EXECUTION COPY HBP, INC. By: /s/ Doris J. Krick Name: Doris J. Krick Title: Vice President INTERNATIONAL SPEEDWAY, INC. By: /s/ Doris J. Krick Name: Doris J. Krick Title: Vice President MOTORSPORTS ACCEPTANCE CORPORATION By: /s/ Doris J. Krick Name: Doris J. Krick Title: Vice President {Signatures Continue Next Page} EXECUTION COPY The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WACHOVIA CAPITAL MARKETS, LLC By: /s/ James T. Williams, Jr. -------------------------- Name: James T. Williams, Jr. Title: Director BANC ONE CAPITAL MARKETS, INC. By: /s/ Christopher S. Grumboski ----------------------------- Name: Christopher S. Grumboski Title: Director SUNTRUST CAPITAL MARKETS, INC. By: /s/ James Stathis ----------------------------- Name: James Stathis Title: Managing Director EXECUTION COPY SCHEDULE I

EXECUTION COPY EXHIBIT A SUBSIDIARIES OF THE COMPANY 88 Corp. Americrown Service Corporation ASC Holdings, Inc. ASC Promotions, Inc. The California Speedway Corporation Chicago Holdings, Inc. Darlington Raceway of South Carolina, LLC Daytona International Speedway, LLC Event Equipment Leasing, Inc. Event Support Corporation Great Western Sports, Inc. HBP, Inc. Homestead-Miami Speedway, LLC International Speedway, INC. ISC Properties, Inc. ISC Publications, Inc. ISC.COM, LLC Kansas Speedway Corporation Kansas Speedway Development Corp. Leisure Racing, Inc. Miami Speedway Corp. Michigan International Speedway, Inc. Motor Racing Network, Inc. Motorsports Acceptance Corporation Motorsports International Corp. New York International Speedway Corp. North American Testing Company North Carolina Speedway, Inc. Pennsylvania International Raceway, Inc. Phoenix Speedway Corp. Richmond International Raceway, Inc. Rocky Mountain Speedway Corporation Southeastern Hay & Nursery, Inc. Talladega Superspeedway, LLC Watkins Glen International, Inc. EXECUTION COPY EXHIBIT B SELLING RESTRICTIONS FOR OFFERS AND SALES OUTSIDE THE UNITED STATES 1 (a) The Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Initial Purchaser represents and agrees that, except as otherwise permitted by Section 4(a)(i) or (ii) of the Agreement to which this is an exhibit, it has offered and sold the Securities, and will offer and sell the Securities, (i) as part of their distribution at any time; and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S under the Act. Accordingly, each Initial Purchaser represents and agrees that neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Initial Purchaser agrees that, at or prior to the confirmation of sale of Securities (other than a sale of Securities pursuant to Section 4(a)(i) or (ii) of the Agreement to which this is an exhibit), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and [ ], 2004, except in either case in accordance with Regulation S or Rule 144A under the Act. Terms used above have the meanings given to them by Regulation S." (b) Each Initial Purchaser also represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its Affiliates or with the prior written consent of the Company. (b) Terms used in this section have the meanings given to them by Regulation S. 2. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (a) it has not offered or sold, and prior to the date six months after the Closing Date, will not offer or sell any securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the United Kingdom Public Offers of Securities Regulations 1995(as amended); (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantors; and (c) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. EXHIBIT C FORM OF CREDIT AGREEMENT AMENDMENT AND WAIVER EXHIBIT D FORM OF REGISTRATION RIGHTS AGREEMENT EX-4.1 3 g90475exv4w1.txt EX-4.1: INDENTURE, DATED APRIL 23, 2004 EXHIBIT 4.1 INTERNATIONAL SPEEDWAY CORPORATION 4.20% SENIOR NOTES DUE 2009 --------------------------------- INDENTURE Dated as of April 23, 2004 --------------------------------- Wachovia Bank, National Association Trustee Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section (S) 310 (a)(1).......................................................609 (a)(2).......................................................609 (a)(3)............................................Not Applicable (a)(4)............................................Not Applicable (b) ..................................................608, 610 (S) 311 (a) .......................................................613 (b) .......................................................613 (S) 312 (a) ..................................................701, 702 (b) .......................................................702 (c) .......................................................702 (S) 313 (a) .......................................................703 (b) .......................................................703 (c) .......................................................703 (d) .......................................................703 (S) 314 (a) .......................................................704 (a)(4).................................................101, 1004 (b) ............................................Not Applicable (c)(1).......................................................102 (c)(2).......................................................102 (c)(3)............................................Not Applicable (d) ............................................Not Applicable (e) .......................................................102 (S) 315 (a) .......................................................601 (b) .......................................................602 (c) .......................................................601 (d) .......................................................601 (e) .......................................................514 (S) 316 (a) .......................................................101 (a)(1)(A)...............................................502, 512 (a)(1)(B)....................................................513 (a)(2)............................................Not Applicable (b) .......................................................508 (c) .......................................................104 (S) 317 (a)(1).......................................................503 (a)(2).......................................................504 (b) ......................................................1003 (S) 318 (a) .......................................................107 - -------------------------- Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions.............................................................................1 Section 102. Compliance Certificates and Opinions...................................................11 Section 103. Form of Documents Delivered to Trustee.................................................11 Section 104. Acts of Holders; Record Dates..........................................................12 Section 105. Notices, Etc., to Trustee and Company..................................................14 Section 106. Notice to Holders; Waiver..............................................................14 Section 107. Conflict with Trust Indenture Act......................................................14 Section 108. Effect of Headings and Table of Contents...............................................14 Section 109. Successors and Assigns.................................................................15 Section 110. Separability Clause....................................................................15 Section 111. Benefits of Indenture..................................................................15 Section 112. Governing Law..........................................................................15 Section 113. Legal Holidays.........................................................................15 ARTICLE II FORM OF NOTES Section 201. Form Generally.........................................................................15 Section 202. Form of Face of Note...................................................................16 Section 203. Form of Reverse of Note................................................................18 Section 204. Form of Legend for Global Notes and Schedule of Exchanges of Interests in the Global Note...........................................................20 Section 205. Legends................................................................................21 Section 206. Form of Trustee's Certificate of Authentication........................................22 Section 207. Form of Assignment.....................................................................22 ARTICLE III THE NOTES Section 301. Amount.................................................................................23 Section 302. Denominations..........................................................................23 Section 303. Execution, Delivery and Dating.........................................................23

TABLE OF CONTENTS (continued)
PAGE Section 304. Temporary Note.........................................................................24 Section 305. Registration; Registrar and Paying Agent; Registration of Transfer and Exchange...........................................................................24 Section 306. Mutilated, Destroyed, Lost and Stolen Notes............................................27 Section 307. Payment of Interest; Additional Interest; Interest Rights Preserved....................28 Section 308. Persons Deemed Owners..................................................................29 Section 309. Cancellation...........................................................................29 Section 310. Computation of Interest................................................................29 Section 311. CUSIP Number...........................................................................29 Section 312. Special Transfer Provisions............................................................30 ARTICLE IV Satisfaction and Discharge Section 401. Satisfaction and Discharge of Indenture................................................33 Section 402. Application of Trust Money.............................................................34 ARTICLE V REMEDIES Section 501. Events of Default......................................................................34 Section 502. Acceleration of Maturity; Rescission and Annulment.....................................35 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee........................36 Section 504. Trustee May File Proofs of Claim.......................................................37 Section 505. Trustee May Enforce Claims Without Possession of the Notes.............................37 Section 506. Application of Money Collected.........................................................37 Section 507. Limitation on Suits....................................................................38 Section 508. Unconditional Right of Holders to Receive Payment......................................38 Section 509. Restoration of Rights and Remedies.....................................................39 Section 510. Rights and Remedies Cumulative.........................................................39 Section 511. Delay or Omission Not Waiver...........................................................39
-ii- TABLE OF CONTENTS (continued)
PAGE Section 512. Control by Holders.....................................................................39 Section 513. Waiver of Past Defaults................................................................39 Section 514. Undertaking for Costs..................................................................40 Section 515. Waiver of Usury, Stay or Extension Laws................................................40 ARTICLE VI THE TRUSTEE Section 601. Certain Duties and Responsibilities....................................................40 Section 602. Notice of Defaults.....................................................................41 Section 603. Certain Rights of Trustee..............................................................41 Section 604. Not Responsible for Recitals or Issuance of the Notes..................................42 Section 605. May Hold Notes.........................................................................42 Section 606. Money Held in Trust....................................................................42 Section 607. Compensation and Reimbursement.........................................................42 Section 608. Conflicting Interests..................................................................43 Section 609. Corporate Trustee Required; Eligibility................................................43 Section 610. Resignation and Removal; Appointment of Successor......................................43 Section 611. Acceptance of Appointment by Successor.................................................44 Section 612. Merger, Conversion, Consolidation or Succession to Business............................45 Section 613. Preferential Collection of Claims Against Company......................................45 Section 614. Appointment of Authenticating Agent....................................................45 ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company to Furnish Trustee Names and Addresses of Holders..............................47 Section 702. Preservation of Information; Communications to Holders.................................47 Section 703. Reports by Trustee.....................................................................47 Section 704. Reports by Company.....................................................................48
-iii- TABLE OF CONTENTS (continued)
PAGE ARTICLE VIII SUCCESSORS Section 801. Merger, Consolidation, or Sale of Assets...............................................48 Section 802. Successor Substituted..................................................................49 ARTICLE IX SUPPLEMENTAL INDENTURES Section 901. Supplemental Indentures Without Consent of Holders.....................................49 Section 902. Supplemental Indentures With Consent of Holders........................................50 Section 903. Execution of Supplemental Indentures...................................................51 Section 904. Effect of Supplemental Indentures......................................................51 Section 905. Conformity with Trust Indenture Act....................................................51 Section 906. Reference in Notes to Supplemental Indentures..........................................51 ARTICLE X COVENANTS Section 1001. Payment of Notes.......................................................................52 Section 1002. Maintenance of Office or Agency........................................................52 Section 1003. Money for Note Payments to Be Held in Trust............................................52 Section 1004. Statement by Officers as to Default....................................................53 Section 1005. Existence..............................................................................53 Section 1006. Maintenance of Properties..............................................................54 Section 1007. Payment of Taxes and Other Claims......................................................54 Section 1008. Limitation on Liens....................................................................54 Section 1009. Limitations on Sale and Leaseback Transactions.........................................56 Section 1010. Additional Note Guarantees.............................................................57 Section 1011. Waiver of Certain Covenants............................................................57
-iv- TABLE OF CONTENTS (continued)
PAGE ARTICLE XI REDEMPTION OF NOTES Section 1101. Applicability of Article; Redemption Price.............................................58 Section 1102. Election to Redeem; Notice to Trustee..................................................58 Section 1103. Selection by Trustee of Notes to Be Redeemed...........................................58 Section 1104. Notice of Redemption...................................................................58 Section 1105. Deposit of Redemption Price............................................................59 Section 1106. Notes Payable on Redemption Date.......................................................59 Section 1107. Notes Redeemed in Part.................................................................60 ARTICLE XII NOTE GUARANTEES Section 1201. Note Guarantees........................................................................60 Section 1202. Execution and Delivery of Note Guarantee...............................................62 Section 1203. Severability...........................................................................62 Section 1204. Limitation of Guarantor's Liability....................................................61 Section 1205. Releases...............................................................................62 Section 1206. Benefits Acknowledged..................................................................63 Section 1207. Contribution...........................................................................63 Section 1208. Waiver of Subrogation..................................................................63 ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE Section 1301. Company's Option to Effect Defeasance or Covenant Defeasance...........................64 Section 1302. Defeasance and Discharge...............................................................64 Section 1303. Covenant Defeasance....................................................................64 Section 1304. Conditions to Defeasance or Covenant Defeasance........................................65 Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions........................................................66
-v- TABLE OF CONTENTS (continued)
PAGE ~~Section 1306. Reinstatement..........................................................................67~~
-vi- INDENTURE INDENTURE, dated as of April 23, 2004, between International Speedway Corporation, a corporation organized and existing under the laws of the State of Florida (herein called the "Company"), having its principal executive office at 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114, the Guarantors named on the signature pages hereto (collectively, the "Guarantors"), and Wachovia Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the "Trustee"). Recitals The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes (as defined herein): ARTICLE I Definitions and Other Provisions of General Application Section 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; (4) unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Indenture; and (5) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "144A Global Note" means one or more Global Notes bearing the Private Placement Legend that will be issued in an aggregate principal amount of denominations equal in total to the outstanding principal amount of Notes sold in reliance on Rule 144A. 2 "144A Global Note Legend" shall have the meaning specified in Section 205(B). "Act", when used with respect to any Holder, has the meaning specified in Section 104. "Additional Assets" means (i) any property or assets (other than indebtedness and Capital Stock) in a Related Business, including improvements to existing assets, used by the Company or a Restricted Subsidiary in a Related Business; (ii) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; provided, however, that any such Restricted Subsidiary is primarily engaged in a Related Business; (iii) Capital Stock constituting an additional equity interest in any Person that at such time is a Restricted Subsidiary that is not a wholly-owned subsidiary; or (iv) the costs of improving or developing any property owned by the Company or a Restricted Subsidiary that is used in a Related Business. "Additional Interest" means all additional interest then owing pursuant to Section 4 of the Registration Rights Agreement. "Additional Notes" means Notes issued and authenticated in accordance with clause (ii) of Section 301. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Attributable Debt" means, in respect of a Sale and Leaseback Transaction and as of any particular time, the present value (discounted at the rate of interest implicit in the terms of the lease involved in such Sale and Leaseback Transaction, as determined in good faith by the Company) of the obligation of the lessee thereunder for net rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, services, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon monetary inflation or the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate the Notes. "Authentication Order" shall have the meaning specified in Section 301. "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for relief of 3 debtors. "Board of Directors" means either the board of directors of the Company or any duly authorized committee of that board. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day", when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity. "Commission" means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Common Stock" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person. "Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, 4 as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations (as defined below) for such Redemption Date, after excluding the highest and lowest such Referenced Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. "Consolidated Net Tangible Assets" means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, and (b) all current liabilities, all as reflected in the Company's most recent consolidated balance sheet contained in the Company's most recent consolidated financial statements filed with the Commission prior to the time as of which "Consolidated Net Tangible Assets" shall be determined. "Corporate Trust Office" means the designated corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered, presently such office is 225 Water Street, 3rd Floor, Jacksonville, Florida 32202, Attn: Corporate Trust Department. "Corporation" means any corporation, partnership, joint venture, association, joint stock company, business trust, trust, unincorporated organization, limited liability company or other entity. "Covenant Defeasance" has the meaning specified in Section 1303. "Credit Facility" means the debt facility pursuant to that certain Credit Agreement among the Company, certain Subsidiaries of the Company, the Lenders parties thereto, Wachovia Bank, National Association, as Administrative Agent, Citicorp North America, Inc., as Syndicate Agent and SunTrust Bank, as Documentation Agent, dated as of September 12, 2003 and amended on the date hereof, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. "Custodian" means Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. "Debt" means with respect to any Person, any indebtedness of such Person: in respect of borrowed money; evidenced by bonds, notes, debentures, or similar instruments or letters of credit (or reimbursement agreements in respect thereof); in respect of bankers acceptances; representing capital lease obligations; in respect of the balance deferred and unpaid of the bargained for consideration or purchase price in respect of the acquisition of any property, except such balance that constitutes an accrued expense or trade payable; or representing obligations under interest rate swap, cap or collar agreements or other agreements or arrangements designed to protect such Person against fluctuations in interest rates. "Defaulted Interest" has the meaning specified in Section 307. 5 "Defeasance" has the meaning specified in Section 1302. "Depositary" means, with respect to the Notes issuable or issued in whole or in part in the form of one or more Global Notes, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Notes as contemplated by Section 305. "Distribution Compliance Period" means the 40-day restricted period as defined in Regulation S. "Event of Default" has the meaning specified in Section 501. "Exchange Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time. "Exchange Notes" means Notes issued in accordance with the Registration Rights Agreement having substantially identical terms to the Initial Notes (except that the Exchange Notes will not contain restrictions on transfer or provide for additional interest in the event of certain defaults under the Registration Rights Agreement) and which are registered under the Securities Act "Exchange Offer" means an exchange offer that may be made by the Company, pursuant to the Registration Rights Agreement, to exchange for any and all the Initial Notes, a like aggregate principal amount of Exchange Notes. "Expiration Date" has the meaning specified in Section 104. "Global Note" means each Note that evidences all or part of the Notes and bears any legend required hereby. "Guarantee" means any guarantee of all or any part of any indebtedness other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof. "Guarantors" means each of: (1) the Company's Subsidiaries existing on the date of this Indenture that have executed this Indenture; and (2) any other Subsidiary that executes a Note Guarantee in accordance with the provisions of this Indenture; and their respective successors and assigns. "Holder" means a Person in whose name a Note is registered. 6 "Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Initial Notes" means $150,000,000 aggregate principal amount of the Company's 4.20% Senior Notes due 2009 issued on the date hereof. "Institutional Accredited Investor" means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. "Interest Payment Date" means the Stated Maturity of an installment of interest on such Note. "Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. "Lien" means any mortgage, pledge, security interest, lien or other encumbrance. "Maturity", when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Non-U.S. person" means a person who is not a U.S. Person, as defined in Regulation S. "Notes" means any Notes authenticated and delivered under this Indenture, including, without limitation, Initial Notes, Exchange Notes and Additional Notes. "Note Guarantee" means a Guarantee of the Notes by a Guarantor. "Notice of Default" means a written notice of the kind specified in Section 501(4) or 501(5). "Officers' Certificate" means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company. "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company, and who shall be reasonably acceptable to the Trustee. "Outstanding", when used with respect to the Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: 7 (1) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (2) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (3) Notes as to which Defeasance has been effected pursuant to Section 1302; and (4) Notes which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor. "Paying Agent" means any Person authorized by the Company to pay the principal of or any premium or interest on, or any Additional Interest with respect to, any Notes on behalf of the Company. "Permanent Regulation S Global Note" means one or more permanent Global Notes bearing the Private Placement Legend, that will be issued in an aggregate principal amount of denominations equal in total to the outstanding principal amount of the Temporary Regulation S Global Note upon expiration of the Distribution Compliance Period. "Person" means any individual, Corporation or government or any agency or political subdivision thereof. "Place of Payment", when used with respect to the Notes, means the place or places where the principal of and any premium and interest on, or any Additional Interest with respect to, the Notes are payable as specified as contemplated by Section 305. 8 "Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note, and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. "Principal Property" means any single racetrack facility or business unit located within the United States of America (other than its territories and possessions) and owned or operated by, or leased to, the Company or any Subsidiary, the book value of the property and equipment of which (as shown, net of depreciation, on the books of the owner or owners thereof) is not less than 4% of the Consolidated Net Tangible Assets as shown on the most recent consolidated financial statements of the Company filed with the Commission, except (a) any such facility (i) owned or operated or leased jointly or in common with one or more Persons other than the Company and its Subsidiaries, in which the interest of the Company and its Subsidiaries does not exceed 50%, or (ii) which the Board of Directors determines by Board Resolution in good faith is not of material importance to the total business conducted, or assets owned, by the Company and its Subsidiaries as an entirety, or (b) any portion of any such facility which the Board of Directors determines by Board Resolution in good faith not to be of material importance to the use or operation thereof. "Private Placement Legend" shall have the meaning specified in Section 205(A). "Qualified Institutional Buyer" or "QIB" shall have the meaning specified in Rule 144A under the Securities Act. "Redemption Date", when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. "Reference Treasury Dealer" means each of Banc One Capital Markets, Inc. and at least one other primary U.S. Government securities dealer in New York City selected by Wachovia Capital Markets, LLC, and its successors, with written notice to the Trustee. If any Reference Treasury Dealer shall cease to be a primary U.S. Government securities dealer in New York City, the Company will designate in writing to the Trustee another nationally recognized investment banking firm that is a primary U.S. Government securities dealer. "Reference Treasury Dealer Quotations" means, with respect to the Reference Treasury Dealers and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealers, at 5:00 p.m., New York City time, on the third business day preceding that Redemption Date. "Register of Notes" shall have the meaning specified in Section 305. 9 "Registrar" shall have the meaning specified in Section 305. "Registration Rights Agreement" means the Registration Rights Agreement dated as of the date of this Indenture, by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time. "Regular Record Date" for the interest payable on any Interest Payment Date on the Notes means March 31 or September 30 next preceding the applicable Interest Payment Date. "Regulation S" means Regulation S under the Securities Act. "Regulation S Global Note" means the Permanent Regulation S Global Note or the Temporary Regulation S Global Note, as applicable. "Related Business" means any business related, ancillary or complementary (as determined in good faith by the Board of Directors) to the business of the Company and its Restricted Subsidiaries on the date of this Indenture. "Remaining Scheduled Payments" means, with respect to the Notes to be redeemed, the remaining scheduled payments of principal of and interest on those Notes that would be due after the related Redemption Date but for that redemption; provided, however, that if such Redemption Date is not an Interest Payment Date with respect to the Notes to be redeemed, the amount of the next succeeding scheduled interest payment on those Notes will be reduced by the amount of interest accrued on such Notes to such Redemption Date. "Resale Restriction Termination Date" means, (i) in the case of Notes sold under Rule 144A, the date that is two years and (ii) in the case of Notes sold under Regulation S, the date that is 40 days, after the later of the date hereof and the last date that either the Company or any affiliate of the Company (as defined in Rule 144 under the Securities Act) was the owner of such Notes. "Restricted Security" shall have the meaning specified in Rule 144 of the Securities Act. "Restricted Subsidiary" means any Subsidiary substantially all the property of which is located, or substantially all of the business of which is carried on, within the United States of America (other than its territories and possessions) which shall at the time, directly or indirectly through one or more Subsidiaries or in combination with one or more other Subsidiaries, own, operate or be a lessee of a Principal Property. "Rule 144A" means Rule 144A under the Securities Act. "Sale and Leaseback Transaction" has the meaning specified in Section 1009. "Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. 10 "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. "Stated Maturity", when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable. "Subsidiary" means as to any Person, a Corporation or other entity of which the shares of stock or other ownership interests have 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 or other entity are at the time owned, or management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. For purposes of this Indenture, all Subsidiaries are also Affiliates of the Company. "Temporary Regulation S Global Note" means one or more temporary Global Notes bearing the Private Placement Legend and the Temporary Regulation S Global Note Legend, issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S. "Temporary Regulation S Global Note Legend" shall have the meaning specified in Section 205(C). "Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the second business day immediately preceding that Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date. "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder. "U.S. Government Obligation" has the meaning specified in Section 1304. "Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president". Section 102. Compliance Certificates and Opinions. 11 Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon: (x) a certificate of public officials; or (y) a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, 12 but need not, be consolidated and form one instrument. Section 104. Acts of Holders; Record Dates. Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. The ownership of Notes shall be proved by the Register of Notes. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note. The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Notes, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date (defined below) by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall 13 automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Notes in the manner set forth in Section 106. The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Notes in the manner set forth in Section 106. With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Notes in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Section 105. Notices, Etc., to Trustee and Company. 14 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer. Section 106. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Register of Notes, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Section 107. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. Section 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 15 Section 109. Successors and Assigns. All covenants and agreements in this Indenture by the Company, and by any Guarantors, shall bind their respective successors and assigns, whether so expressed or not. Section 110. Separability Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 111. Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 112. Governing Law. This Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York. Section 113. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Notes (other than a provision of any Note which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, at the Stated Maturity. ARTICLE II Form of Notes Section 201. Form Generally. The Notes shall be in substantially the form set forth in this Article, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such legends, letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. The definitive Notes shall be printed, lithographed or engraved on steel engraved borders or 16 may be produced in any other manner, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Section 202. Form of Face of Note. INTERNATIONAL SPEEDWAY CORPORATION 4.20% Senior Notes Due April 15, 2009 No. _________ $150,000,000 International Speedway Corporation, a corporation duly organized and existing under the laws of the State of Florida (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of ONE HUNDRED AND FIFTY MILLION DOLLARS ($150,000,000) on April 15, 2009, and to pay interest thereon and Additional Interest, if any, from April 15, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 in each year, commencing October 15, 2004, at the rate of 4.20% per annum, until the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest and any Additional Interest, which is overdue shall bear interest at the rate of 0.25% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The Company's obligation to pay interest hereunder shall include post-petition interest in any proceeding under any Bankruptcy Law. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 31 or September 30 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium and Additional Interest, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose within or without the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts provided, however, that at the option of the Company payment of interest and Additional 17 Interest, if any, may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Register of Notes. Event Equipment Leasing, Inc., a Florida corporation, Event Support Corporation, a Florida corporation, North American Testing Company, a Florida corporation, ISC Properties, Inc., a Florida corporation, Great Western Sports, Inc., an Arizona corporation, Phoenix Speedway Corp., a Delaware corporation, Watkins Glen International, Inc., a Delaware corporation, Americrown Service Corporation, a South Carolina corporation, Chicago Holdings, Inc., a Nevada corporation, New York International Speedway Corp., a Delaware corporation, Miami Speedway Corp., a Nevada corporation, Michigan International Speedway, Inc., a Michigan corporation, Rocky Mountain Speedway Corporation, a Colorado corporation, California Speedway Corporation, a Delaware corporation, 88 Corp., a Delaware corporation, North Carolina Speedway, Inc., a North Carolina corporation, Pennsylvania International Raceway, Inc., a Pennsylvania corporation, Motorsports International Corp., a Pennsylvania corporation, ASC Holdings, Inc., a Kansas corporation, ASC Promotions, Inc., a Florida corporation, Darlington Raceway of South Carolina, LLC, a Delaware limited liability company, Daytona International Speedway, LLC, a Delaware limited liability company, HBP, Inc., a Delaware corporation, Homestead-Miami Speedway, LLC, a Delaware limited liability company, International Speedway, Inc., a Delaware corporation, ISC.com, LLC, a Delaware limited liability company, ISC Publications, Inc., a Florida corporation, Kansas Speedway Corporation, a Kansas corporation, Kansas Speedway Development Corp, a Kansas Corporation, Leisure Racing, Inc., a Delaware corporation, Motor Racing Network, Inc., a Florida corporation, Motorsports Acceptance Corporation, a Delaware corporation, Richmond International Raceway, Inc., a Delaware corporation, Southeastern Hay & Nursery, Inc., a Florida corporation and Talladega Superspeedway, LLC, a Delaware limited liability company (collectively, the "Guarantors," which term includes any successors under the Indenture herein after referred to and any Subsidiary of the Company that provides a Note Guarantee pursuant to the Indenture), have jointly and severally, fully and unconditionally guaranteed the payment of the principal of, premium and interest on, and Additional Interest, if any, with respect to, the Notes. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officer. Dated: April 23, 2004 INTERNATIONAL SPEEDWAY CORPORATION By: Name: Title: 18 Section 203. Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company (herein called the "Notes"), issued and to be issued under an Indenture, dated as of April 23, 2004 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company, the Guarantors named in the signature pages thereto and Wachovia Bank, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee, and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are general obligations of the Company. The Notes are subject to redemption upon not less than 30 days' and not more than 60 days' notice by mail at any time or from time to time, as a whole or in part, at the election of the Company, at Redemption Prices equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments on the Notes to be redeemed, discounted, on a semiannual basis (assuming a 360-day consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate plus 15 basis points. All accrued and unpaid interest on the Notes to be redeemed shall be paid to the Redemption Date but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of the Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. In the event of redemption of this Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note or certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof 19 and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange here for or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and provided to the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and provision of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of: (i) any payment of principal hereof or any premium or interest hereon or (ii) any payment of any Additional Interest with respect to this Note, on or after the respective due dates expressed herein or thereof. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on, and Additional Interest, if any, with respect to, this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Register of Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company in any Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in minimum denominations of $1,000 and integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 20 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Notes shall have all the rights set forth in the Registration Rights Agreement dated as of April 23, 2004, among the Company and the other parties named on the signature pages thereof. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Section 204. Form of Legend for Global Notes and Schedule of Exchanges of Interests in the Global Note. Every Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Every Global Note authenticated and delivered hereunder shall contain a "Schedule of Exchanges of Interests in the Global Note" in form and substance satisfactory to the Company and the Trustee. Section 205. Legends. 21 (A) Each Note (including each Global Note) (and all Notes issued in exchange therefor or substitution thereof) that constitutes a "Restricted Security" under the Securities Act and the Regulations promulgated thereunder shall bear a legend ("Private Placement Legend") in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS (IN THE CASE OF NOTES SOLD UNDER RULE 144A) OR 40 DAYS (IN THE CASE OF NOTES SOLD UNDER REGULATION S) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH EITHER THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE COMPANY AND THE TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. EACH HOLDER OF THIS NOTE AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE INDENTURE, WHETHER OR NOT SUCH HOLDER SIGNED THE REGISTRATION RIGHTS AGREEMENT. (B) Each 144A Global Note shall bear the following legend (the "Rule 144A Legend"): 22 EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. (C) Each Temporary Regulation S Global Note shall bear the following legend (the "Temporary Regulation S Global Note Legend"): THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE. Section 206. Form of Trustee's Certificate of Authentication. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Notes referred to in the within-mentioned Indenture. Wachovia Bank, National Association, As Trustee By Authorized Signatory Section 207. Form of Assignment. Any Note constituting a Restricted Security shall have the Assignment Form set forth on Exhibit A attached to the Note. Any Note not constituting a Restricted Security shall have the Assignment Form set forth on Exhibit B attached to the Note. ARTICLE III The Notes Section 301. Amount. 23 The Trustee shall authenticate (i) on the date hereof, the Initial Notes in the aggregate principal amount not to exceed $150,000,000, (ii) additional Notes with identical terms to the Initial Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture) and (iii) Exchange Notes (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes in each case upon a written order of the Company in the form of a certificate of an Officer of the Company (an "Authentication Order"). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Securities or Additional Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such Authentication Order from the Company shall be accompanied by an Officers' Certificate certifying compliance with the terms of this Indenture. All Notes issued under this Indenture shall be treated as a single class for all purposes under this Indenture. The Additional Notes shall bear any legend required by applicable law. Section 302. Denominations. The Notes shall be issuable only in fully registered form without coupons, and only in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof. Section 303. Execution, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, or by any other duly authorized officer. The signature of any of these officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 24 Section 304. Temporary Note. Pending the preparation of definitive Notes, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine, as evidenced by their execution of such Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes of such series upon surrender of the temporary Notes at the office or agency of the Company in a Place of Payment, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Notes of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes of such series and tenor. Section 305. Registration; Registrar and Paying Agent; Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register of Notes (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Register of Notes") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company shall maintain an office or agency where the Notes may be presented for payment ("Paying Agent"). The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes. The Company may appoint one or more co-Registrars and one or more additional Paying Agents, and the term "Registrar" includes any co-Registrar and the term "Paying Agent" includes any additional Paying Agent. The Company initially appoints the Trustee to act as the Paying Agent and to act as Custodian with respect to the Global Notes. The Corporate Trust Offices of the Trustee in New York, New York and Jacksonville, Florida shall be the initial "Places of Payment". The office of any additional Paying Agent shall also be a Place of Payment. Subject to the provisions of Clauses (1) - (7) of this Section 305, upon surrender for registration of transfer of any Notes at the office or agency of the Company in a Place of 25 Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Each Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing, and shall also be accompanied by such certifications with respect to the transferee and the method by which the transferor elects to effect the transfer, as the Company and the Registrar shall require in their sole and absolute discretion. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Notes are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Notes selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. The provisions of Clauses (1), (2), (3), (4), (5), (6) and (7) below shall apply only to Global Notes: (1) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. Members of, or participants in, the 26 Depositary ("Participants") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its Custodian, or under the Global Notes, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (2) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in any Global Note may be transferred or exchanged for physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 312. In addition, physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any Global Note if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or has ceased to be a clearing agency registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary to issue physical Notes. (3) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to Clause (2) of this Section 305, the Registrar shall (if one or more physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more physical Notes of like tenor and amount. (4) In connection with the transfer of the entire Global Note to beneficial owners pursuant to Clause (2) of this Section 305, the Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Note, an equal aggregate principal amount of Notes Registered of authorized denominations. (5) Any Note Registered constituting a Restricted Security delivered in exchange for an interest in the Global Note pursuant to Clauses (3) or (4) of this Section 305 shall, except as otherwise provided by Section 312(f), bear the legend regarding transfer restrictions applicable set forth in Section 205. (6) The Holder of the Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes. 27 (7) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. Section 306. Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. Section 307. Payment of Interest; Additional Interest; Interest Rights Preserved. Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest. 28 The Trustee shall be entitled to rely upon the information contained in any notice (including dates and computations) delivered by the Company which purports to be given under Section 4(b) of the Registration Rights Agreement in determining the amount of Additional Interest payable under Section 4(a) thereof; provided however, that nothing herein shall relieve the Company of its obligations to make any payments due under the Registration Rights Agreement. Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Notes in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest on the Notes in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the 29 rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. Section 308. Persons Deemed Owners. Prior to due presentment of a Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on, and Additional Interest, if any, with respect to, such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. Section 309. Cancellation. All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of as directed by a Company Order. Section 310. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Section 311. CUSIP Number. The Company in issuing the Notes may use one or more "CUSIP" numbers, and if so, the appropriate CUSIP number(s) shall be included in all notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made by the Trustee as to the correctness or accuracy of any CUSIP number(s) printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee of any change in the CUSIP number. Section 312. Special Transfer Provisions. (a) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB: (i) the Registrar shall register the transfer of any Restricted Security to a QIB if such transfer is being made by a proposed transferor who has checked the box provided for on the applicable Note stating, or has otherwise advised the Company and the 30 Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the applicable Note stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the proposed transferee is a Participant and the Notes to be transferred consist of physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Registrar of the physical Note and written instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its book and records the date and an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of physical Notes to be transferred, and the Registrar shall cancel the physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Notes to be transferred. (b) Transfers of Interests in the Temporary Regulation S Global Note. The following provisions shall apply with respect to the registration of any proposed transfer of interests in the Temporary Regulation S Global Note: (i) the Registrar shall register the transfer of an interest in the Temporary Regulation S Global Note, whether or not such Global Note bears the Private Placement Legend if the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit C stating, among other things, that the proposed transferee is a Non-U.S. Person; (ii) if the proposed transferee is a Participant, upon receipt by the Registrar of the documents referred to in clause (i) above, if required, and instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and amount of such transfer of an interest in the Temporary Regulation S Global Note. (c) Transfers to Non-U.S. Persons. The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S: 31 (i) the Registrar shall register any proposed transfer of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor and such certifications, legal opinions and other information as the Trustee or the Company may reasonably request; and (ii) (a) if the proposed transferor is a Participant holding a beneficial interest in the Rule 144A Global Note or the Note to be transferred is a physical Notes, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note, as the case may be, to be transferred or cancel the Physical Notes to be transferred, and (b) if the proposed transferee is a Participant, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the applicable Regulation S Global Note in an amount equal to the principal amount of the Rule 144A Global Note or the physical Notes, as the case may be, to be transferred. (d) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order and an Opinion of Counsel in form reasonably satisfactory to the Trustee, the Trustee shall authenticate one or more Global Notes and/or physical Notes not bearing the Private Placement Legend in an aggregate principal amount equal to the principal amount of the beneficial interests in the Global Notes or physical Notes representing the Initial Notes and/or Additional Notes, as the case may be, tendered for acceptance in accordance with the Exchange Offer and accepted for exchange in the Exchange Offer. (e) Permanent Regulation S Global Note. Reasonably promptly following the date that is 40 days after the later of the commencement of the offering of the Notes in reliance on Regulation S and the date hereof, upon receipt by the Trustee and the Company of a duly executed certificate certifying that the Holder of the beneficial interest in the Temporary Regulation S Global Note is a Non-U.S. Person, substantially in the form of Exhibit C from the Depositary, the Permanent Regulation S Global Note shall be duly executed by the Company and authenticated by the Trustee and the Registrar shall reflect on its books and records the cancellation of the Temporary Regulation S Global Note and the issuance of the Permanent Regulation S Global Note. (f) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend unless otherwise required by applicable law, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) such transfer, exchange or replacement occurs after the applicable Resale Restriction Termination Date; (ii) there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has 32 been offered and sold (including pursuant to the Exchange Offer) pursuant to an effective registration statement under the Securities Act. (g) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it shall transfer such Note only as provided in this Indenture. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 305 or this Section 312. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or the accuracy of the books and records of the Depositary. (h) Cancellation and/or Adjustment of Global Note. At such time as all beneficial interests in a particular Global Note have been exchanged for physical Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 309 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for physical Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. ARTICLE IV Satisfaction and Discharge Section 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect (except as to any 33 surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for that purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and any premium and Additional Interest, if any, and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. Section 402. Application of Trust Money. 34 Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, and any premium and Additional Interest, if any, and interest for whose payment such money has been deposited with the Trustee. ARTICLE V Remedies Section 501. Events of Default. "Event of Default", wherever used herein with respect to Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of any interest upon, or Additional Interest with respect to, the Notes when the same becomes due and payable, and continuance of such default for a period of 30 days; or (2) default in the payment of the principal of or any premium on the Notes at its Maturity; or (3) default in the performance, or breach, of any covenant or warranty of the Company or any Restricted Subsidiary in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (4) except as permitted by this Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; or (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Restricted Subsidiary in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or any Restricted Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Restricted Subsidiary under 35 any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Restricted Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or (6) the commencement by the Company or any Restricted Subsidiary of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or any Restricted Subsidiary in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Restricted Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action. Section 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(5) or 501(6)) with respect to the Notes occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(5) or 501 (6) with respect to the Notes occurs, the principal amount of all the Notes shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on, and Additional Interest, if any, with respect to, the Notes, (B) the principal of (and premium, if any, on) the Notes which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or 36 rates prescribed therefor in the Notes, (C) to the extent that payment of such interest is lawful, interest upon overdue interest and Additional Interest, if any, at the rate or rates prescribed therefor in the Notes, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. No such rescission shall affect any subsequent default or impair any right consequent thereon. Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (1) default is made in the payment of any interest on, or Additional Interest, if any, with respect to, the Notes when such interest or Additional Interest becomes due and payable and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) the Notes at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and any premium and interest and Additional Interest, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest and on any Additional Interest, at the rate or rates prescribed therefor in the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection (including any costs and expenses incurred in any bankruptcy proceeding), including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. If an Event of Default with respect to the Notes occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of the Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 37 Section 504. Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. Section 505. Trustee May Enforce Claims Without Possession of the Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered. Section 506. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: First: To the payment of all amounts due the Trustee under Section 607; and Second: To the payment of the amounts then due and unpaid on the Notes for principal, any premium, interest, and Additional Interest, if any, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, any premium, interest, and Additional 38 Interest, if any, respectively. Section 507. Limitation on Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes; (2) the Holders of not less than 25% in principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have provided to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and provision of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Notes; it being understood and intended that no one or more of such Holders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. Section 508. Unconditional Right of Holders to Receive Payment. Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on, and Additional Interest, if any with respect to, such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. Section 509. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights 39 and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. Section 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Notes to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. Section 512. Control by Holders. The Holders of a majority in principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Section 513. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past default hereunder and its consequences, except a default (1) in the payment of the principal of or any premium or interest on or any Additional Interest with respect to, any Note, or (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Note affected. 40 Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 514. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or by the Trustee. Section 515. Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE VI The Trustee Section 601. Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. Section 602. Notice of Defaults. If a default occurs hereunder with respect to the Notes, the Trustee shall give the Holders of the Notes notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(4) with respect to the Notes, no such notice to Holders shall be given until at least 30 days after the 41 occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes. Section 603. Certain Rights of Trustee. Subject to the provisions of Section 601: (1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. Section 604. Not Responsible for Recitals or Issuance of the Notes. 42 The recitals contained herein and in the Notes, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Notes or the proceeds thereof. Section 605. May Hold Notes. The Trustee, any Authenticating Agent, any Paying Agent, any Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of the Notes and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Registrar or such other agent. Section 606. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. Section 607. Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive the termination of this Indenture and the resignation or removal of the Trustee. Section 608. Conflicting Interests. 43 If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. Section 609. Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Notes. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $100,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Notes shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Section 610. Resignation and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. The Trustee may resign at any time with respect to the Notes by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes. The Trustee may be removed at any time with respect to the Notes by Act of the Holders of a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Company. If at any time: (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months, or (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may 44 remove the Trustee with respect to the Notes, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Notes and the appointment of a successor Trustee or Trustees. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Notes, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Notes (it being understood that any such successor Trustee may be appointed with respect to all Notes and that at any time there shall be only one Trustee with respect to all Notes) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Notes shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Notes and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Notes shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes. The Company shall give notice of each resignation and each removal of the Trustee with respect to the Notes each appointment of a successor Trustee with respect to the Notes to all Holders of Notes in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Notes and the address of its Corporate Trust Office. Section 611. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Notes, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph, as the case may be. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 45 Section 612. Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all of the bond administration portion of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. Section 613. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). Section 614. Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a Corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation 46 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Notes. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to the Notes is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Notes referred to in the within-mentioned Indenture. Wachovia Bank, National Association, As Trustee By As Authenticating Agent By Authorized Officer ARTICLE VII Holders' Lists and Reports by Trustee and Company Section 701. Company to Furnish Trustee Names and Addresses of Holders. 47 The Company will furnish or cause to be furnished to the Trustee (1) semi-annually, not later than January 15 and July 15 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of the Notes as of the preceding January 1 or July 1, as the case may be, and (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Registrar. Section 702. Preservation of Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Notes, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. Every Holder of Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. Section 703. Reports by Trustee. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 1 in each calendar year, commencing in 2004. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Notes are listed, with the Commission and with the Company. The Company will notify the Trustee when any Notes are listed on any stock exchange. Section 704. Reports by Company. 48 The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. ARTICLE VIII Successors Section 801. Merger, Consolidation, or Sale of Assets. Neither the Company nor any Guarantor may, directly or indirectly: (i) consolidate with or merge into any other Person; or (ii) convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company and the Guarantors shall not permit any Person to consolidate with or merge into the Company or any Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to the Company or any of the Guarantors, unless: (1) in case the Company or any Guarantor (subject to Section 1205 hereof) shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company or any Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company or any Guarantor substantially as an entirety shall be a Corporation shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on, and Additional Interest, if any, with respect to, all the Notes and the performance or observance of every covenant of this Indenture on the part of the Company or any Guarantor to be performed or observed by such consolidation or into which the Company or any Guarantor shall have been merged or by the Person which shall have acquired the Company's or any Guarantor's assets; (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Guarantor as a result of such transaction as having been incurred by the Company or such Guarantor at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company or any Guarantor that is a Restricted Subsidiary would become subject to a Lien which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all indebtedness secured thereby; and 49 (4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. Section 802. Successor Substituted. Upon any consolidation of the Company or any Guarantor with, or merger of the Company or any Guarantor into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company or any Guarantor substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or any Guarantor under this Indenture with the same effect as if such successor Person had been named as the Company or a Guarantor herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Notes. ARTICLE IX Supplemental Indentures Section 901. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Notes; or (2) to add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default for the benefit of the Holders of the Notes; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of the Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of the Notes in uncertificated form; or (5) to secure the Notes or one or more Note Guarantees; or (6) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or 50 (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes pursuant to the requirements of Section 611; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (8) shall not adversely affect the interests of the Holders of the Notes in any material respect; or (9) to allow any Subsidiary to Guarantee the Notes. Section 902. Supplemental Indentures With Consent of Holders. With the consent of the Holders of more than 50% in principal amount of the Outstanding Notes affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note, or the date any Additional Interest shall be due and payable with respect to any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or the rate at which any Additional Interest are payable with respect thereto, or reduce the amount of the principal of, or change any Place of Payment where, or the coin or currency in which, any Note or any premium or interest thereon or any Additional Interest with respect thereto, is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of any Additional Interest, the date the same are due and payable), or (2) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 1011, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1011, or the deletion of this proviso, in accordance with the requirements of Section 611, or 51 (4) release any Guarantor from any of its obligations under any Note Guarantee or this Indenture, except pursuant to the express terms of this Indenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Section 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 905. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. Section 906. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes. ARTICLE X Covenants Section 1001. Payment of Notes. The Company covenants and agrees for the benefit of the Holders of the Notes that it will 52 duly and punctually pay the principal of and any premium and interest (including post-petition interest in any proceeding under any Bankruptcy Law) on the Notes in accordance with the terms of the Notes and this Indenture. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. Section 1002. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, the City of New York, and in each Place of Payment an office or agency (which may be an office of the Trustee or an agent of the Trustee, Registrar or co-registrar) where the Notes may be presented or surrendered for payment, where the Notes may be surrendered for registration of transfer or exchange and where the Notes and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Section 1003. Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Notes, it will, on or before each due date of the principal of or any premium or interest on, or Additional Interest, if any, with respect to, any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest and Additional Interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any Notes, it will, prior to each due date of the principal of or any premium or interest on, or Additional Interest, if any, with respect to, any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent for any Notes other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with 53 the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on, or Additional Interest, if any, with respect to, any Note and remaining unclaimed for two years after such principal, premium or interest or Additional Interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in each Place of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. Section 1004. Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. Section 1005. Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 54 Section 1006. Maintenance of Properties. The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders. Section 1007. Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, could reasonably be expected by law to become a lien upon the property of the Company or any Subsidiary, unless the obligation secured by such lien is otherwise permitted under Section 1008 hereof; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. Section 1008. Limitation on Liens. (1) Except as otherwise provided in Section 1008(2), the Company shall not, and shall not permit any Restricted Subsidiary to, issue, assume or guarantee any Debt secured by a Lien upon any Principal Property of the Company or of any Restricted Subsidiary or upon any shares of stock or Debt of any Restricted Subsidiary (whether such Principal Property, shares of stock or Debt are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance, assumption or guaranty of any such Debt that the Notes (together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Notes) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Debt, so long as such Debt shall be so secured; provided, however, that nothing in this Section 1008 shall prevent, restrict or apply to (and there shall be excluded from secured Debt in any computation under this Section 1008) Debt secured by: (A) Liens on property, shares of stock or indebtedness of any Corporation existing at the time such Corporation becomes a Restricted Subsidiary or arising thereafter (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such Corporation's becoming a Restricted Subsidiary; 55 (B) Liens on any property (including shares of stock or Debt) existing at the time of acquisition thereof (including acquisition through merger or consolidation) or securing the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of or within 180 days after, the acquisition of such property, shares of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction costs thereof (provided such Liens are limited to such property, improvements thereon and the land upon which such property and improvements are located and any other property not then constituting a Principal Property); (C) Liens on any property to secure all or any part of the cost of development, operations, construction, alteration, repair or improvement of all of any part of such property, or to secure Debt incurred prior to, at the time of or within 180 days after, the completion of such development, operation, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all of any part of such cost (provided such Liens are limited to such property, improvements thereon and the land upon which such property and improvements are located and any other property not then constituting a Principal Property); (D) Liens which secure Debt owing by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or by the Company to a Restricted Subsidiary; (E) Liens securing indebtedness of a Corporation which becomes a successor of the Company or any Subsidiary in accordance with the provisions of Article VIII; (F) Liens on property of the Company or a Restricted Subsidiary in favor of the United States of America or any state thereof, or any department agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens, or in favor of any trustee or mortgagee for the benefit of holders of indebtedness of any such entity incurred for any such purpose; (G) Liens existing at the date of this Indenture; and (H) any extension, renewal or replacement (or successive extension, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing Clauses (A) to (G), inclusive, or of any Debt secured thereby; provided that such extension, renewal or replacement Lien shall be limited to all or any part of the same property that secured the Lien extended, renewed or replaced (plus any improvements on such property) and shall secure no larger amount of Debt than that existing at the time of such extension, renewal or replacement. 56 (2) Notwithstanding the foregoing provisions of this Section 1008, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the foregoing restrictions if at the time it does so (the "Incurrence Time") the aggregate amount of such Debt plus all other Debt of the Company and its Restricted Subsidiaries secured by a Lien which would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under Clauses (A) through (H) of Section 1008(1)), plus the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions permitted by Section 1009(1)) entered into after the date of this Indenture and in existence at the Incurrence Time (less the aggregate amount of proceeds of such Sale and Leaseback Transactions which shall have been applied in accordance with Section 1009(3)), does not exceed 15% of Consolidated Net Tangible Assets. Section 1009. Limitations on Sale and Leaseback Transactions. The Company shall not itself, and shall not permit any Restricted Subsidiary to, enter into any arrangements after the date of this Indenture with any bank, insurance company or other lender or investor (other than the Company or another Restricted Subsidiary) providing for the leasing as lessee by the Company or by any such Restricted Subsidiary of any Principal Property (except a lease for a temporary period not to exceed three years (inclusive of renewals) by the end of which it is intended the use of such Principal Property by the lessee will be discontinued), which was or is owned by the Company or a Restricted Subsidiary and which has been or is to be sold or transferred by the Company or a Restricted Subsidiary more than 180 days after the completion of construction and commencement of full operation thereof by the Company or such Restricted Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein called a "Sale and Leaseback Transaction") unless: (1) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Clauses (A) through (G) of Section 1008(1), without equally and ratably securing the Notes, to issue, assume or guarantee indebtedness secured by a Lien on such Principal Property; or (2) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of this Indenture (other than such Sale and Leaseback Transactions as are permitted by Section 1009(1) or (3)), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in clauses (A) through (H) of Section 1008(1)) which do not equally and ratably secure the Notes, would not exceed 15% of Consolidated Net Tangible Assets; or (3) the Company, within 180 days after the sale or transfer: (A) applies or causes a Restricted Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or the fair market value of the Principal Property so sold and leased back at the time of entering into such Sale and Leaseback Transaction (in either case as determined by the Board of Directors) to 57 the retirement of the Notes or other indebtedness of the Company (other than indebtedness subordinated to the Notes) or indebtedness of a Restricted Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application, provided that the amount to be so applied shall be reduced by (i) the principal amount of Notes delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness of the Company or a Restricted Subsidiary other than Notes voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such sale or transfer; or (B) invest an equal amount, or the amount not so applied pursuant to Clause (A) of this Section 1009(2), in Additional Assets (including investments in Additional Assets by a Restricted Subsidiary). Notwithstanding the foregoing, no retirement referred to in this Section 1009(2) may be affected by payment at Maturity. Notwithstanding the foregoing, where the Company or any Restricted Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable Debt shall not include any Debt resulting from the guarantee by the Company or any other Restricted Subsidiary of the lessee's obligation thereunder. Section 1010. Additional Note Guarantees. If the Company or any of its Subsidiaries acquires or creates another Subsidiary after the date of the Indenture and that Subsidiary becomes a guarantor or obligor under the Credit Facility, then the newly acquired or created Subsidiary shall simultaneously become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. Section 1011. Waiver of Certain Covenants. The Company may not in any particular instance comply with any term, provision or condition set forth in any covenant provided pursuant to Section 901(2) for the benefit of the Holders of the Notes if before the time for such compliance the Holders of at least 50% in principal amount of the Outstanding Notes of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. ARTICLE XI Redemption of Notes Section 1101. Applicability of Article; Redemption Price. The Notes shall be redeemable before their Stated Maturity at the option of the Company at any time form time to time in accordance with their terms and in accordance with this Article. 58 The Redemption Price ("Redemption Price") for the Notes to be redeemed shall be equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payment on the Notes to be redeemed, discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate plus 15 basis points, as computed by an Independent Investment Banker. Section 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Notes shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Notes, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of the Notes to be redeemed and, if applicable, of the tenor of the Notes to be redeemed. Section 1103. Selection by Trustee of Notes to Be Redeemed. If less than all the Notes are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Notes not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Note, provided that the unredeemed portion of the principal amount of any Note shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Note. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption as aforesaid and, in case of any Notes selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed. Section 1104. Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, at its address appearing in the Note Register. All notices of redemption shall state: (1) the Redemption Date, (2) the method of computation of Redemption Price, 59 (3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed, and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note. (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and, that interest thereon will cease to accrue on and after said date, (5) the name and address of the Paying Agent and the place or places where each of the Notes is to be surrendered for payment of the Redemption Price, (6) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (7) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. Notice of redemption of the Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company and shall be irrevocable. Any Company request to the Trustee to give such notice shall be in the form of an Officer Certificate setting forth the information to be stated in such notice as provided in the preceding Clauses (1)-(7) of this Section 1104. Section 1105. Deposit of Redemption Price. Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest on, and any unpaid Additional Interest with respect to all the Notes which are to be redeemed on that date. Section 1106. Notes Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after the Redemption Date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 60 If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Note. Section 1107. Notes Redeemed in Part. Any Note which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered. ARTICLE XII Note Guarantees Section 1201. Note Guarantees. Subject to the provisions of Section 1204 hereof, each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and the obligations of each other Guarantor hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee to the Trustee on behalf of such Holder, that: (a) the principal of (and premium and Additional Interest, if any) and the interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof, and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantees shall be a guarantee of payment and not of collection. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. 61 Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium or Additional Interest, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor's Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore at, as discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V hereof for the purposes of the Note Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligations as provided in Article V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Note Guarantee of such Guarantor. Section 1202. Execution and Delivery of Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of each of the Guarantors. Section 1203. Severability. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 1204. Limitation of Guarantor's Liability. 62 Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance. Section 1205. Releases. Any Guarantor will be released and relieved of any obligations under its Note Guarantee, (i) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale or other disposition of all or substantially all of the assets of that Guarantor complies with the provisions of this Indenture, or (ii) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, or (iii) upon dissolution or liquidation in accordance with the provisions of this Indenture, or (iv) at such time as the Lenders under the Credit Facility have unconditionally released such Guarantor from its obligations (whether as primary obligor or guarantor) under Section 9.19 of the existing Credit Facility (and, in the case of a release under this clause (iv), such released Guarantor shall be deemed not to be a Guarantor for purposes of Section 801 if such release under the Credit Facility occurs prior to or concurrently with the sale of all or substantially all of such Guarantor's assets); provided, that in connection with such release, the Company shall provide the documents required by the next sentence to the Trustee within 15 days of such release, or (v) upon written request by the Company to the Trustee, at such time as the Lenders under the Credit Facility have unconditionally released such Guarantor from its obligations (whether as primary obligor or guarantor) under the Credit Facility, other than pursuant to Section 9.19 of the existing credit facility. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition or other requirements set forth above was made by the Company or have occurred in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee (and, in the case of clause (iv), such release shall take effect at the time of such Guarantor's release under the Credit Facility). Any Guarantor not released from its obligations under its Note Guarantee shall, subject to the provisions of Section 1204 hereof, remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XII. 63 Section 1206. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its guarantee and waivers pursuant to its Guarantee are knowingly made in contemplation of such benefits. Section 1207. Contribution. In order to provide for just and equitable contribution among the Guarantors, the Guarantor agree, inter se, that in the event any payment or distribution is made by any Guarantor (a "Funding Guarantor") under this Guarantee, such Funding Guarantor shall be entitled, subject to Section 1204 hereof, to a contribution from all other Guarantors in a pro rata amount based on the Net Assets (defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company's obligations with respect to the Notes or any other Guarantor's Obligations with respect to this Guarantee. The term "Net Assets" shall mean the amount by which the fair value of the properties and assets of the referenced Guarantor exceeds the total amount of liabilities, including contingent liabilities, but excluding liabilities under such Guarantor's Note Guarantee. Section 1208. Waiver of Subrogation. Subject to the provisions of Section 1207 hereof, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company or other Guarantors that arise from the existence, payment, performance or enforcement of such Guarantor's obligations, under this Guarantee and this Indenture, including, without limitation. any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Company or other Guarantors, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company or other Guarantors, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee to be credited and applied in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 1208 is knowingly made in contemplation of such benefits. ARTICLE XIII Defeasance and Covenant Defeasance Section 1301. Company's Option to Effect Defeasance or Covenant Defeasance. 64 The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to the Notes upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution. Section 1302. Defeasance and Discharge. Upon the Company's exercise of its option to have this Section 1302 applied to the Notes, the Company and the Guarantors shall be deemed to have been discharged from their obligations with respect to such Notes and the Note Guarantees as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Notes and to have satisfied all its other obligations under the Notes and this Indenture insofar as the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Notes to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on, and Additional Interest, if any, with respect to, the Notes when payments are due, (2) the Company's obligations with respect to the Notes under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option to have this Section applied to the Notes notwithstanding the prior exercise of its option to have Section 1303 applied to the Notes. Section 1303. Covenant Defeasance. Upon the Company's exercise of its option to have this Section 1303 applied to the Notes, (1) the Company shall be released from its obligations under Section 801(3), Sections 1006 through 1009, inclusive, and any covenants provided pursuant to Section 901(2) for the benefit of the Holders of the Notes and (2) the occurrence of any event specified in Section 501(3) (with respect to any of Section 801(3), Sections 1006 through 1009, inclusive, and any such covenants provided pursuant to Section 901(2)) shall be deemed not to be or result in an Event of Default, in each case with respect to the Notes as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to the Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section (to the extent so specified in respect of Section 501(3)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Notes shall be unaffected thereby. Section 1304. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 1302 or Section 1303 to any Notes: 65 (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of the Notes, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on and Additional Interest, if any, with respect to, the Notes on the Stated Maturity of the Notes, in accordance with the terms of this Indenture and the Notes. As used herein, "U.S. Government Obligation" means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. (2) In the event of an election to have Section 1302 apply to the Notes, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Notes and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 1303 apply to the Notes, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Notes will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Notes and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (4) The Company shall have delivered to the Trustee an Officer's Certificate to the effect that 66 the Notes if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on or prior to the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day). (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of such Act). (7) The Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering or delaying or defrauding creditors of the Company or others. (8) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (9) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (10) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Notes, of all sums due and to become due thereon in respect of principal and any premium and interest and Additional Interest, if any, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other 67 charge which by law is for the account of the Holders of Outstanding Notes. Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to the Notes which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the Notes. Section 1306. Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Notes by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Notes from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Notes, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Notes in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on, or any Additional Interest with respect to, any such Note following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of the Notes to receive such payment from the money so held in trust. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 68 In Witness Whereof, the parties hereto have caused this Indenture to be duly executed all as of the day and year first above written. INTERNATIONAL SPEEDWAY CORPORATION By: /s/ Glenn R. Padgett ------------------------- Name: Glenn R. Padgett Title: Vice President {Signatures Continue Next Page} GUARANTORS 88 CORP. AMERICROWN SERVICE CORPORATION ASC HOLDINGS, INC. ASC PROMOTIONS, INC. THE CALIFORNIA SPEEDWAY CORPORATION CHICAGO HOLDINGS, INC. DARLINGTON RACEWAY OF SOUTH CAROLINA, LLC DAYTONA INTERNATIONAL SPEEDWAY, LLC EVENT EQUIPMENT LEASING, INC. EVENT SUPPORT CORPORATION GREAT WESTERN SPORTS, INC. HBP, INC. HOMESTEAD-MIAMI SPEEDWAY, LLC INTERNATIONAL SPEEDWAY, INC. ISC PROPERTIES, INC. ISC PUBLICATIONS, INC ISC.COM, LLC KANSAS SPEEDWAY CORPORATION KANSAS SPEEDWAY DEVELOPMENT CORP. LEISURE RACING, INC. MIAMI SPEEDWAY CORP. MICHIGAN INTERNATIONAL SPEEDWAY, INC. MOTOR RACING NETWORK, INC. MOTORSPORTS ACCEPTANCE CORPORATION MOTORSPORTS INTERNATIONAL CORP. NEW YORK INTERNATIONAL SPEEDWAY CORP. NORTH AMERICAN TESTING COMPANY NORTH CAROLINA SPEEDWAY, INC. PENNSYLVANIA INTERNATIONAL RACEWAY, INC. PHOENIX SPEEDWAY CORP. RICHMOND INTERNATIONAL RACEWAY, INC. ROCKY MOUNTAIN SPEEDWAY CORPORATION SOUTHEASTERN HAY & NURSERY, INC. TALLADEGA SUPERSPEEDWAY, LLC WATKINS GLEN INTERNATIONAL, INC. Each by its duly authorized officer: By: /s/ Glenn R. Padgett ------------------------- Glenn R. Padgett Secretary of the Guarantors listed above HBP, INC. By: /s/ Doris J. Krick --------------------- Name: Doris J. Krick Title: Vice President INTERNATIONAL SPEEDWAY, INC. By: /s/ Doris J. Krick ---------------------- Name: Doris J. Krick Title: Vice President MOTORSPORTS ACCEPTANCE CORPORATION By: /s/ Janice C. George ---------------------- Name: Janice C. George Title: Secretary WACHOVIA BANK, NATIONAL ASSOCIATION as Trustee By: /s/ Catherine Eddins -------------------- Name: Catherine Eddins Title: Trust Officer EXHIBIT A ASSIGNMENT FORM If you, the Holder, want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ and irrevocably appoint, ____________________, agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date:________________ Sign:_____________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the SEC of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering resales of this Note (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) April 23, 2006, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Note is being transferred: [Check One] (1) [ ] to the Company or a subsidiary thereof; (2) [ ] pursuant to and in compliance with Rule 144A under the Securities Act; (3) [ ] outside the United states to a "foreign person" in compliance with Rule 904 of Regulation S under the Securities Act; (4) [ ] pursuant to the exemption from registration provided by Rule 144 under the Securities Act; (5) [ ] pursuant to an effective registration statement under the Securities Act; or (6) [ ] pursuant to another available exemption from the registration requirements of the Securities Act. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof, provided that if box (3), (4) or (6) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications (including an investment letter in the case of box (4)) and other information as the Trustee or the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 312 of the Indenture shall have been satisfied. Date:_____________ Signed:____________________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date:_______________ Signed:___________________________ Executive Officer EXHIBIT B ASSIGNMENT FORM If you, the Holder, want to assign this Note. fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ and irrevocably appoint, ________________________, agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date:______________ Signed:_____________________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF TEMPORARY REGULATION S GLOBAL NOTE [Date] [Trustee] Re: International Speedway Corporation (the "COMPANY") 4.20% Senior Notes due 2009 (the "NOTES") Dear Sirs: This letter relates to U.S. $ ______________ principal amount of Notes represented by a certificate (the "LEGENDED CERTIFICATE") which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 312(c) of the Indenture (the "INDENTURE") dated as of April 23, 2004 relating to the Notes, we hereby certify that we are (or we shall hold such securities on behalf of) a person outside the United States (or to an Initial Purchaser (as defined in the Indenture)) to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You, as Trustee, the Company, counsel for the Company and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: ________________________________ Authorized Signature EXHIBIT D Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S _______________, _______ [ ] Wachovia Bank, National Association 225 Water Street, 3rd Floor Jacksonville, Florida 32202 Attention: Corporate Trust Department Re: International Speedway Corporation (the "Company") 4.20 % Senior Notes due 2009 (the "Notes") Ladies and Gentlemen: In connection with our proposed sale of $________________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: 1. the offer of the Notes was not made to a person in the United States; 2. either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting-on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 3. no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; 4. the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and 5. we have advised the transferee of the transfer restrictions applicable to the Notes. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, (Name of Transferor] By: Authorized Signature EX-4.2 4 g90475exv4w2.txt EX-4.2: INDENTURE, DATED APRIL 23, 2004 EXHIBIT 4.2 INTERNATIONAL SPEEDWAY CORPORATION 5.40% SENIOR NOTES DUE 2014 --------------------------------- INDENTURE Dated as of April 23, 2004 --------------------------------- Wachovia Bank, National Association Trustee Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section (S) 310 (a)(1).......................................................609 (a)(2).......................................................609 (a)(3)............................................Not Applicable (a)(4)............................................Not Applicable (b) ..................................................608, 610 (S) 311 (a) .......................................................613 (b) .......................................................613 (S) 312 (a) ..................................................701, 702 (b) .......................................................702 (c) .......................................................702 (S) 313 (a) .......................................................703 (b) .......................................................703 (c) .......................................................703 (d) .......................................................703 (S) 314 (a) .......................................................704 (a)(4).................................................101, 1004 (b) ............................................Not Applicable (c)(1).......................................................102 (c)(2).......................................................102 (c)(3)............................................Not Applicable (d) ............................................Not Applicable (e) .......................................................102 (S) 315 (a) .......................................................601 (b) .......................................................602 (c) .......................................................601 (d) .......................................................601 (e) .......................................................514 (S) 316 (a) .......................................................101 (a)(1)(A)...............................................502, 512 (a)(1)(B)....................................................513 (a)(2)............................................Not Applicable (b) .......................................................508 (c) .......................................................104 (S) 317 (a)(1).......................................................503 (a)(2).......................................................504 (b) ......................................................1003 (S) 318 (a) .......................................................107 - -------------------------- Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions.............................................................................1 Section 102. Compliance Certificates and Opinions...................................................11 Section 103. Form of Documents Delivered to Trustee.................................................11 Section 104. Acts of Holders; Record Dates..........................................................12 Section 105. Notices, Etc., to Trustee and Company..................................................14 Section 106. Notice to Holders; Waiver..............................................................14 Section 107. Conflict with Trust Indenture Act......................................................14 Section 108. Effect of Headings and Table of Contents...............................................14 Section 109. Successors and Assigns.................................................................15 Section 110. Separability Clause....................................................................15 Section 111. Benefits of Indenture..................................................................15 Section 112. Governing Law..........................................................................15 Section 113. Legal Holidays.........................................................................15 ARTICLE II FORM OF NOTES Section 201. Form Generally.........................................................................15 Section 202. Form of Face of Note...................................................................16 Section 203. Form of Reverse of Note................................................................18 Section 204. Form of Legend for Global Notes and Schedule of Exchanges of Interests in the Global Note...........................................................20 Section 205. Legends................................................................................21 Section 206. Form of Trustee's Certificate of Authentication........................................22 Section 207. Form of Assignment.....................................................................22 ARTICLE III THE NOTES Section 301. Amount.................................................................................23 Section 302. Denominations..........................................................................23 Section 303. Execution, Delivery and Dating.........................................................23

TABLE OF CONTENTS (continued)
PAGE Section 304. Temporary Note.........................................................................24 Section 305. Registration; Registrar and Paying Agent; Registration of Transfer and Exchange...........................................................................24 Section 306. Mutilated, Destroyed, Lost and Stolen Notes............................................27 Section 307. Payment of Interest; Additional Interest; Interest Rights Preserved....................28 Section 308. Persons Deemed Owners..................................................................29 Section 309. Cancellation...........................................................................29 Section 310. Computation of Interest................................................................29 Section 311. CUSIP Number...........................................................................29 Section 312. Special Transfer Provisions............................................................30 ARTICLE IV Satisfaction and Discharge Section 401. Satisfaction and Discharge of Indenture................................................33 Section 402. Application of Trust Money.............................................................34 ARTICLE V REMEDIES Section 501. Events of Default......................................................................34 Section 502. Acceleration of Maturity; Rescission and Annulment.....................................35 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee........................36 Section 504. Trustee May File Proofs of Claim.......................................................37 Section 505. Trustee May Enforce Claims Without Possession of the Notes.............................37 Section 506. Application of Money Collected.........................................................37 Section 507. Limitation on Suits....................................................................38 Section 508. Unconditional Right of Holders to Receive Payment......................................38 Section 509. Restoration of Rights and Remedies.....................................................39 Section 510. Rights and Remedies Cumulative.........................................................39 Section 511. Delay or Omission Not Waiver...........................................................39
-ii- TABLE OF CONTENTS (continued)
PAGE Section 512. Control by Holders.....................................................................39 Section 513. Waiver of Past Defaults................................................................39 Section 514. Undertaking for Costs..................................................................40 Section 515. Waiver of Usury, Stay or Extension Laws................................................40 ARTICLE VI THE TRUSTEE Section 601. Certain Duties and Responsibilities....................................................40 Section 602. Notice of Defaults.....................................................................41 Section 603. Certain Rights of Trustee..............................................................41 Section 604. Not Responsible for Recitals or Issuance of the Notes..................................42 Section 605. May Hold Notes.........................................................................42 Section 606. Money Held in Trust....................................................................42 Section 607. Compensation and Reimbursement.........................................................42 Section 608. Conflicting Interests..................................................................43 Section 609. Corporate Trustee Required; Eligibility................................................43 Section 610. Resignation and Removal; Appointment of Successor......................................43 Section 611. Acceptance of Appointment by Successor.................................................44 Section 612. Merger, Conversion, Consolidation or Succession to Business............................45 Section 613. Preferential Collection of Claims Against Company......................................45 Section 614. Appointment of Authenticating Agent....................................................45 ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company to Furnish Trustee Names and Addresses of Holders..............................47 Section 702. Preservation of Information; Communications to Holders.................................47 Section 703. Reports by Trustee.....................................................................47 Section 704. Reports by Company.....................................................................48
-iii- TABLE OF CONTENTS (continued)
PAGE ARTICLE VIII SUCCESSORS Section 801. Merger, Consolidation, or Sale of Assets...............................................48 Section 802. Successor Substituted..................................................................49 ARTICLE IX SUPPLEMENTAL INDENTURES Section 901. Supplemental Indentures Without Consent of Holders.....................................49 Section 902. Supplemental Indentures With Consent of Holders........................................50 Section 903. Execution of Supplemental Indentures...................................................51 Section 904. Effect of Supplemental Indentures......................................................51 Section 905. Conformity with Trust Indenture Act....................................................51 Section 906. Reference in Notes to Supplemental Indentures..........................................51 ARTICLE X COVENANTS Section 1001. Payment of Notes.......................................................................52 Section 1002. Maintenance of Office or Agency........................................................52 Section 1003. Money for Note Payments to Be Held in Trust............................................52 Section 1004. Statement by Officers as to Default....................................................53 Section 1005. Existence..............................................................................53 Section 1006. Maintenance of Properties..............................................................54 Section 1007. Payment of Taxes and Other Claims......................................................54 Section 1008. Limitation on Liens....................................................................54 Section 1009. Limitations on Sale and Leaseback Transactions.........................................56 Section 1010. Additional Note Guarantees.............................................................57 Section 1011. Waiver of Certain Covenants............................................................57
-iv- TABLE OF CONTENTS (continued)
PAGE ARTICLE XI REDEMPTION OF NOTES Section 1101. Applicability of Article; Redemption Price.............................................58 Section 1102. Election to Redeem; Notice to Trustee..................................................58 Section 1103. Selection by Trustee of Notes to Be Redeemed...........................................58 Section 1104. Notice of Redemption...................................................................58 Section 1105. Deposit of Redemption Price............................................................59 Section 1106. Notes Payable on Redemption Date.......................................................59 Section 1107. Notes Redeemed in Part.................................................................60 ARTICLE XII NOTE GUARANTEES Section 1201. Note Guarantees........................................................................60 Section 1202. Execution and Delivery of Note Guarantee...............................................62 Section 1203. Severability...........................................................................62 Section 1204. Limitation of Guarantor's Liability....................................................61 Section 1205. Releases...............................................................................62 Section 1206. Benefits Acknowledged..................................................................63 Section 1207. Contribution...........................................................................63 Section 1208. Waiver of Subrogation..................................................................63 ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE Section 1301. Company's Option to Effect Defeasance or Covenant Defeasance...........................64 Section 1302. Defeasance and Discharge...............................................................64 Section 1303. Covenant Defeasance....................................................................64 Section 1304. Conditions to Defeasance or Covenant Defeasance........................................65 Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions........................................................66
-v- TABLE OF CONTENTS (continued)
PAGE ~~Section 1306. Reinstatement..........................................................................67~~
-vi- INDENTURE INDENTURE, dated as of April 23, 2004, between International Speedway Corporation, a corporation organized and existing under the laws of the State of Florida (herein called the "Company"), having its principal executive office at 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114, the Guarantors named on the signature pages hereto (collectively, the "Guarantors"), and Wachovia Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the "Trustee"). Recitals The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes (as defined herein): ARTICLE I Definitions and Other Provisions of General Application Section 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; (4) unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Indenture; and (5) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "144A Global Note" means one or more Global Notes bearing the Private Placement Legend that will be issued in an aggregate principal amount of denominations equal in total to the outstanding principal amount of Notes sold in reliance on Rule 144A. 2 "144A Global Note Legend" shall have the meaning specified in Section 205(B). "Act", when used with respect to any Holder, has the meaning specified in Section 104. "Additional Assets" means (i) any property or assets (other than indebtedness and Capital Stock) in a Related Business, including improvements to existing assets, used by the Company or a Restricted Subsidiary in a Related Business; (ii) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; provided, however, that any such Restricted Subsidiary is primarily engaged in a Related Business; (iii) Capital Stock constituting an additional equity interest in any Person that at such time is a Restricted Subsidiary that is not a wholly-owned subsidiary; or (iv) the costs of improving or developing any property owned by the Company or a Restricted Subsidiary that is used in a Related Business. "Additional Interest" means all additional interest then owing pursuant to Section 4 of the Registration Rights Agreement. "Additional Notes" means Notes issued and authenticated in accordance with clause (ii) of Section 301. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Attributable Debt" means, in respect of a Sale and Leaseback Transaction and as of any particular time, the present value (discounted at the rate of interest implicit in the terms of the lease involved in such Sale and Leaseback Transaction, as determined in good faith by the Company) of the obligation of the lessee thereunder for net rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, services, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon monetary inflation or the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate the Notes. "Authentication Order" shall have the meaning specified in Section 301. "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for relief of 3 debtors. "Board of Directors" means either the board of directors of the Company or any duly authorized committee of that board. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day", when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity. "Commission" means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Common Stock" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person. "Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, 4 as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations (as defined below) for such Redemption Date, after excluding the highest and lowest such Referenced Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. "Consolidated Net Tangible Assets" means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, and (b) all current liabilities, all as reflected in the Company's most recent consolidated balance sheet contained in the Company's most recent consolidated financial statements filed with the Commission prior to the time as of which "Consolidated Net Tangible Assets" shall be determined. "Corporate Trust Office" means the designated corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered, presently such office is 225 Water Street, 3rd Floor, Jacksonville, Florida 32202, Attn: Corporate Trust Department. "Corporation" means any corporation, partnership, joint venture, association, joint stock company, business trust, trust, unincorporated organization, limited liability company or other entity. "Covenant Defeasance" has the meaning specified in Section 1303. "Credit Facility" means the debt facility pursuant to that certain Credit Agreement among the Company, certain Subsidiaries of the Company, the Lenders parties thereto, Wachovia Bank, National Association, as Administrative Agent, Citicorp North America, Inc., as Syndicate Agent and SunTrust Bank, as Documentation Agent, dated as of September 12, 2003 and amended on the date hereof, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. "Custodian" means Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. "Debt" means with respect to any Person, any indebtedness of such Person: in respect of borrowed money; evidenced by bonds, notes, debentures, or similar instruments or letters of credit (or reimbursement agreements in respect thereof); in respect of bankers acceptances; representing capital lease obligations; in respect of the balance deferred and unpaid of the bargained for consideration or purchase price in respect of the acquisition of any property, except such balance that constitutes an accrued expense or trade payable; or representing obligations under interest rate swap, cap or collar agreements or other agreements or arrangements designed to protect such Person against fluctuations in interest rates. "Defaulted Interest" has the meaning specified in Section 307. 5 "Defeasance" has the meaning specified in Section 1302. "Depositary" means, with respect to the Notes issuable or issued in whole or in part in the form of one or more Global Notes, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Notes as contemplated by Section 305. "Distribution Compliance Period" means the 40-day restricted period as defined in Regulation S. "Event of Default" has the meaning specified in Section 501. "Exchange Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time. "Exchange Notes" means Notes issued in accordance with the Registration Rights Agreement having substantially identical terms to the Initial Notes (except that the Exchange Notes will not contain restrictions on transfer or provide for additional interest in the event of certain defaults under the Registration Rights Agreement) and which are registered under the Securities Act "Exchange Offer" means an exchange offer that may be made by the Company, pursuant to the Registration Rights Agreement, to exchange for any and all the Initial Notes, a like aggregate principal amount of Exchange Notes. "Expiration Date" has the meaning specified in Section 104. "Global Note" means each Note that evidences all or part of the Notes and bears any legend required hereby. "Guarantee" means any guarantee of all or any part of any indebtedness other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof. "Guarantors" means each of: (1) the Company's Subsidiaries existing on the date of this Indenture that have executed this Indenture; and (2) any other Subsidiary that executes a Note Guarantee in accordance with the provisions of this Indenture; and their respective successors and assigns. "Holder" means a Person in whose name a Note is registered. 6 "Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Initial Notes" means $150,000,000 aggregate principal amount of the Company's 5.40% Senior Notes due 2014 issued on the date hereof. "Institutional Accredited Investor" means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. "Interest Payment Date" means the Stated Maturity of an installment of interest on such Note. "Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. "Lien" means any mortgage, pledge, security interest, lien or other encumbrance. "Maturity", when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Non-U.S. person" means a person who is not a U.S. Person, as defined in Regulation S. "Notes" means any Notes authenticated and delivered under this Indenture, including, without limitation, Initial Notes, Exchange Notes and Additional Notes. "Note Guarantee" means a Guarantee of the Notes by a Guarantor. "Notice of Default" means a written notice of the kind specified in Section 501(4) or 501(5). "Officers' Certificate" means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company. "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company, and who shall be reasonably acceptable to the Trustee. "Outstanding", when used with respect to the Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: 7 (1) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (2) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (3) Notes as to which Defeasance has been effected pursuant to Section 1302; and (4) Notes which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor. "Paying Agent" means any Person authorized by the Company to pay the principal of or any premium or interest on, or any Additional Interest with respect to, any Notes on behalf of the Company. "Permanent Regulation S Global Note" means one or more permanent Global Notes bearing the Private Placement Legend, that will be issued in an aggregate principal amount of denominations equal in total to the outstanding principal amount of the Temporary Regulation S Global Note upon expiration of the Distribution Compliance Period. "Person" means any individual, Corporation or government or any agency or political subdivision thereof. "Place of Payment", when used with respect to the Notes, means the place or places where the principal of and any premium and interest on, or any Additional Interest with respect to, the Notes are payable as specified as contemplated by Section 305. 8 "Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note, and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. "Principal Property" means any single racetrack facility or business unit located within the United States of America (other than its territories and possessions) and owned or operated by, or leased to, the Company or any Subsidiary, the book value of the property and equipment of which (as shown, net of depreciation, on the books of the owner or owners thereof) is not less than 4% of the Consolidated Net Tangible Assets as shown on the most recent consolidated financial statements of the Company filed with the Commission, except (a) any such facility (i) owned or operated or leased jointly or in common with one or more Persons other than the Company and its Subsidiaries, in which the interest of the Company and its Subsidiaries does not exceed 50%, or (ii) which the Board of Directors determines by Board Resolution in good faith is not of material importance to the total business conducted, or assets owned, by the Company and its Subsidiaries as an entirety, or (b) any portion of any such facility which the Board of Directors determines by Board Resolution in good faith not to be of material importance to the use or operation thereof. "Private Placement Legend" shall have the meaning specified in Section 205(A). "Qualified Institutional Buyer" or "QIB" shall have the meaning specified in Rule 144A under the Securities Act. "Redemption Date", when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. "Reference Treasury Dealer" means each of Banc One Capital Markets, Inc. and at least one other primary U.S. Government securities dealer in New York City selected by Wachovia Capital Markets, LLC, and its successors, with written notice to the Trustee. If any Reference Treasury Dealer shall cease to be a primary U.S. Government securities dealer in New York City, the Company will designate in writing to the Trustee another nationally recognized investment banking firm that is a primary U.S. Government securities dealer. "Reference Treasury Dealer Quotations" means, with respect to the Reference Treasury Dealers and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealers, at 5:00 p.m., New York City time, on the third business day preceding that Redemption Date. "Register of Notes" shall have the meaning specified in Section 305. 9 "Registrar" shall have the meaning specified in Section 305. "Registration Rights Agreement" means the Registration Rights Agreement dated as of the date of this Indenture, by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time. "Regular Record Date" for the interest payable on any Interest Payment Date on the Notes means March 31, or September 30 next preceding the applicable Interest Payment Date. "Regulation S" means Regulation S under the Securities Act. "Regulation S Global Note" means the Permanent Regulation S Global Note or the Temporary Regulation S Global Note, as applicable. "Related Business" means any business related, ancillary or complementary (as determined in good faith by the Board of Directors) to the business of the Company and its Restricted Subsidiaries on the date of this Indenture. "Remaining Scheduled Payments" means, with respect to the Notes to be redeemed, the remaining scheduled payments of principal of and interest on those Notes that would be due after the related Redemption Date but for that redemption; provided, however, that if such Redemption Date is not an Interest Payment Date with respect to the Notes to be redeemed, the amount of the next succeeding scheduled interest payment on those Notes will be reduced by the amount of interest accrued on such Notes to such Redemption Date. "Resale Restriction Termination Date" means, (i) in the case of Notes sold under Rule 144A, the date that is two years and (ii) in the case of Notes sold under Regulation S, the date that is 40 days, after the later of the date hereof and the last date that either the Company or any affiliate of the Company (as defined in Rule 144 under the Securities Act) was the owner of such Notes. "Restricted Security" shall have the meaning specified in Rule 144 of the Securities Act. "Restricted Subsidiary" means any Subsidiary substantially all the property of which is located, or substantially all of the business of which is carried on, within the United States of America (other than its territories and possessions) which shall at the time, directly or indirectly through one or more Subsidiaries or in combination with one or more other Subsidiaries, own, operate or be a lessee of a Principal Property. "Rule 144A" means Rule 144A under the Securities Act. "Sale and Leaseback Transaction" has the meaning specified in Section 1009. "Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. 10 "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. "Stated Maturity", when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable. "Subsidiary" means as to any Person, a Corporation or other entity of which the shares of stock or other ownership interests have 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 or other entity are at the time owned, or management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. For purposes of this Indenture, all Subsidiaries are also Affiliates of the Company. "Temporary Regulation S Global Note" means one or more temporary Global Notes bearing the Private Placement Legend and the Temporary Regulation S Global Note Legend, issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S. "Temporary Regulation S Global Note Legend" shall have the meaning specified in Section 205(C). "Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the second business day immediately preceding that Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date. "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder. "U.S. Government Obligation" has the meaning specified in Section 1304. "Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president". Section 102. Compliance Certificates and Opinions. 11 Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon: (x) a certificate of public officials; or (y) a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, 12 but need not, be consolidated and form one instrument. Section 104. Acts of Holders; Record Dates. Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. The ownership of Notes shall be proved by the Register of Notes. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note. The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Notes, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date (defined below) by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall 13 automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Notes in the manner set forth in Section 106. The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Notes in the manner set forth in Section 106. With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Notes in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Section 105. Notices, Etc., to Trustee and Company. 14 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer. Section 106. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Register of Notes, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Section 107. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. Section 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 15 Section 109. Successors and Assigns. All covenants and agreements in this Indenture by the Company, and by any Guarantors, shall bind their respective successors and assigns, whether so expressed or not. Section 110. Separability Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 111. Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 112. Governing Law. This Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York. Section 113. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Notes (other than a provision of any Note which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, at the Stated Maturity. ARTICLE II Form of Notes Section 201. Form Generally. The Notes shall be in substantially the form set forth in this Article, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such legends, letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. The definitive Notes shall be printed, lithographed or engraved on steel engraved borders or 16 may be produced in any other manner, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Section 202. Form of Face of Note. INTERNATIONAL SPEEDWAY CORPORATION 5.40% Senior Notes Due April 15, 2014 No. _________ $150,000,000 International Speedway Corporation, a corporation duly organized and existing under the laws of the State of Florida (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of ONE HUNDRED AND FIFTY MILLION DOLLARS ($150,000,000) on April 15, 2014, and to pay interest thereon and Additional Interest, if any, from April 15, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 in each year, commencing October 15, 2004, at the rate of 4.20% per annum, until the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest and any Additional Interest, which is overdue shall bear interest at the rate of 0.25% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The Company's obligation to pay interest hereunder shall include post-petition interest in any proceeding under any Bankruptcy Law. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 31 or September 30 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium and Additional Interest, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose within or without the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts provided, however, that at the option of the Company payment of interest and Additional 17 Interest, if any, may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Register of Notes. Event Equipment Leasing, Inc., a Florida corporation, Event Support Corporation, a Florida corporation, North American Testing Company, a Florida corporation, ISC Properties, Inc., a Florida corporation, Great Western Sports, Inc., an Arizona corporation, Phoenix Speedway Corp., a Delaware corporation, Watkins Glen International, Inc., a Delaware corporation, Americrown Service Corporation, a South Carolina corporation, Chicago Holdings, Inc., a Nevada corporation, New York International Speedway Corp., a Delaware corporation, Miami Speedway Corp., a Nevada corporation, Michigan International Speedway, Inc., a Michigan corporation, Rocky Mountain Speedway Corporation, a Colorado corporation, California Speedway Corporation, a Delaware corporation, 88 Corp., a Delaware corporation, North Carolina Speedway, Inc., a North Carolina corporation, Pennsylvania International Raceway, Inc., a Pennsylvania corporation, Motorsports International Corp., a Pennsylvania corporation, ASC Holdings, Inc., a Kansas corporation, ASC Promotions, Inc., a Florida corporation, Darlington Raceway of South Carolina, LLC, a Delaware limited liability company, Daytona International Speedway, LLC, a Delaware limited liability company, HBP, Inc., a Delaware corporation, Homestead-Miami Speedway, LLC, a Delaware limited liability company, International Speedway, Inc., a Delaware corporation, ISC.com, LLC, a Delaware limited liability company, ISC Publications, Inc., a Florida corporation, Kansas Speedway Corporation, a Kansas corporation, Kansas Speedway Development Corp, a Kansas Corporation, Leisure Racing, Inc., a Delaware corporation, Motor Racing Network, Inc., a Florida corporation, Motorsports Acceptance Corporation, a Delaware corporation, Richmond International Raceway, Inc., a Delaware corporation, Southeastern Hay & Nursery, Inc., a Florida corporation and Talladega Superspeedway, LLC, a Delaware limited liability company (collectively, the "Guarantors," which term includes any successors under the Indenture herein after referred to and any Subsidiary of the Company that provides a Note Guarantee pursuant to the Indenture), have jointly and severally, fully and unconditionally guaranteed the payment of the principal of, premium and interest on, and Additional Interest, if any, with respect to, the Notes. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. In Witness Whereof, the Company has caused this instrument to be executed by its duly authorized officer. Dated: April 23, 2004 INTERNATIONAL SPEEDWAY CORPORATION By: Name: Title: 18 Section 203. Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company (herein called the "Notes"), issued and to be issued under an Indenture, dated as of April 23, 2004 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company, the Guarantors named in the signature pages thereto and Wachovia Bank, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee, and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are general obligations of the Company. The Notes are subject to redemption upon not less than 30 days' and not more than 60 days' notice by mail at any time or from time to time, as a whole or in part, at the election of the Company, at Redemption Prices equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments on the Notes to be redeemed, discounted, on a semiannual basis (assuming a 360-day consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate plus 20 basis points. All accrued and unpaid interest on the Notes to be redeemed shall be paid to the Redemption Date but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of the Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. In the event of redemption of this Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note or certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof 19 and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange here for or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and provided to the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and provision of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of: (i) any payment of principal hereof or any premium or interest hereon or (ii) any payment of any Additional Interest with respect to this Note, on or after the respective due dates expressed herein or thereof. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on, and Additional Interest, if any, with respect to, this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Register of Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company in any Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in minimum denominations of $1,000 and integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 20 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Notes shall have all the rights set forth in the Registration Rights Agreement dated as of April 23, 2004, among the Company and the other parties named on the signature pages thereof. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Section 204. Form of Legend for Global Notes and Schedule of Exchanges of Interests in the Global Note. Every Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Every Global Note authenticated and delivered hereunder shall contain a "Schedule of Exchanges of Interests in the Global Note" in form and substance satisfactory to the Company and the Trustee. Section 205. Legends. 21 (A) Each Note (including each Global Note) (and all Notes issued in exchange therefor or substitution thereof) that constitutes a "Restricted Security" under the Securities Act and the Regulations promulgated thereunder shall bear a legend ("Private Placement Legend") in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS (IN THE CASE OF NOTES SOLD UNDER RULE 144A) OR 40 DAYS (IN THE CASE OF NOTES SOLD UNDER REGULATION S) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH EITHER THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE COMPANY AND THE TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. EACH HOLDER OF THIS NOTE AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE INDENTURE, WHETHER OR NOT SUCH HOLDER SIGNED THE REGISTRATION RIGHTS AGREEMENT. (B) Each 144A Global Note shall bear the following legend (the "Rule 144A Legend"): 22 EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. (C) Each Temporary Regulation S Global Note shall bear the following legend (the "Temporary Regulation S Global Note Legend"): THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE. Section 206. Form of Trustee's Certificate of Authentication. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Notes referred to in the within-mentioned Indenture. Wachovia Bank, National Association, As Trustee By Authorized Signatory Section 207. Form of Assignment. Any Note constituting a Restricted Security shall have the Assignment Form set forth on Exhibit A attached to the Note. Any Note not constituting a Restricted Security shall have the Assignment Form set forth on Exhibit B attached to the Note. ARTICLE III The Notes Section 301. Amount. 23 The Trustee shall authenticate (i) on the date hereof, the Initial Notes in the aggregate principal amount not to exceed $_________, (ii) additional Notes with identical terms to the Initial Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture) and (iii) Exchange Notes (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes in each case upon a written order of the Company in the form of a certificate of an Officer of the Company (an "Authentication Order"). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Securities or Additional Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such Authentication Order from the Company shall be accompanied by an Officers' Certificate certifying compliance with the terms of this Indenture. All Notes issued under this Indenture shall be treated as a single class for all purposes under this Indenture. The Additional Notes shall bear any legend required by applicable law. Section 302. Denominations. The Notes shall be issuable only in fully registered form without coupons, and only in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof. Section 303. Execution, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, or by any other duly authorized officer. The signature of any of these officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 24 Section 304. Temporary Note. Pending the preparation of definitive Notes, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine, as evidenced by their execution of such Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes of such series upon surrender of the temporary Notes at the office or agency of the Company in a Place of Payment, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Notes of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes of such series and tenor. Section 305. Registration; Registrar and Paying Agent; Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register of Notes (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Register of Notes") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company shall maintain an office or agency where the Notes may be presented for payment ("Paying Agent"). The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes. The Company may appoint one or more co-Registrars and one or more additional Paying Agents, and the term "Registrar" includes any co-Registrar and the term "Paying Agent" includes any additional Paying Agent. The Company initially appoints the Trustee to act as the Paying Agent and to act as Custodian with respect to the Global Notes. The Corporate Trust Offices of the Trustee in New York, New York and Jacksonville, Florida shall be the initial "Places of Payment". The office of any additional Paying Agent shall also be a Place of Payment. Subject to the provisions of Clauses (1) - (7) of this Section 305, upon surrender for registration of transfer of any Notes at the office or agency of the Company in a Place of 25 Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Each Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing, and shall also be accompanied by such certifications with respect to the transferee and the method by which the transferor elects to effect the transfer, as the Company and the Registrar shall require in their sole and absolute discretion. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Notes are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Notes selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. The provisions of Clauses (1), (2), (3), (4), (5), (6) and (7) below shall apply only to Global Notes: (1) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. Members of, or participants in, the 26 Depositary ("Participants") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its Custodian, or under the Global Notes, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (2) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in any Global Note may be transferred or exchanged for physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 312. In addition, physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any Global Note if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or has ceased to be a clearing agency registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary to issue physical Notes. (3) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to Clause (2) of this Section 305, the Registrar shall (if one or more physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more physical Notes of like tenor and amount. (4) In connection with the transfer of the entire Global Note to beneficial owners pursuant to Clause (2) of this Section 305, the Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Note, an equal aggregate principal amount of Notes Registered of authorized denominations. (5) Any Note Registered constituting a Restricted Security delivered in exchange for an interest in the Global Note pursuant to Clauses (3) or (4) of this Section 305 shall, except as otherwise provided by Section 312(f), bear the legend regarding transfer restrictions applicable set forth in Section 205. (6) The Holder of the Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes. 27 (7) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. Section 306. Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. Section 307. Payment of Interest; Additional Interest; Interest Rights Preserved. Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest. 28 The Trustee shall be entitled to rely upon the information contained in any notice (including dates and computations) delivered by the Company which purports to be given under Section 4(b) of the Registration Rights Agreement in determining the amount of Additional Interest payable under Section 4(a) thereof; provided however, that nothing herein shall relieve the Company of its obligations to make any payments due under the Registration Rights Agreement. Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Notes in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest on the Notes in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the 29 rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. Section 308. Persons Deemed Owners. Prior to due presentment of a Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on, and Additional Interest, if any, with respect to, such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. Section 309. Cancellation. All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of as directed by a Company Order. Section 310. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Section 311. CUSIP Number. The Company in issuing the Notes may use one or more "CUSIP" numbers, and if so, the appropriate CUSIP number(s) shall be included in all notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made by the Trustee as to the correctness or accuracy of any CUSIP number(s) printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee of any change in the CUSIP number. Section 312. Special Transfer Provisions. (a) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB: (i) the Registrar shall register the transfer of any Restricted Security to a QIB if such transfer is being made by a proposed transferor who has checked the box provided for on the applicable Note stating, or has otherwise advised the Company and the 30 Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the applicable Note stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the proposed transferee is a Participant and the Notes to be transferred consist of physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Registrar of the physical Note and written instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its book and records the date and an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of physical Notes to be transferred, and the Registrar shall cancel the physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Notes to be transferred. (b) Transfers of Interests in the Temporary Regulation S Global Note. The following provisions shall apply with respect to the registration of any proposed transfer of interests in the Temporary Regulation S Global Note: (i) the Registrar shall register the transfer of an interest in the Temporary Regulation S Global Note, whether or not such Global Note bears the Private Placement Legend if the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit C stating, among other things, that the proposed transferee is a Non-U.S. Person; (ii) if the proposed transferee is a Participant, upon receipt by the Registrar of the documents referred to in clause (i) above, if required, and instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and amount of such transfer of an interest in the Temporary Regulation S Global Note. (c) Transfers to Non-U.S. Persons. The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S: 31 (i) the Registrar shall register any proposed transfer of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor and such certifications, legal opinions and other information as the Trustee or the Company may reasonably request; and (ii) (a) if the proposed transferor is a Participant holding a beneficial interest in the Rule 144A Global Note or the Note to be transferred is a physical Notes, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note, as the case may be, to be transferred or cancel the Physical Notes to be transferred, and (b) if the proposed transferee is a Participant, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the applicable Regulation S Global Note in an amount equal to the principal amount of the Rule 144A Global Note or the physical Notes, as the case may be, to be transferred. (d) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order and an Opinion of Counsel in form reasonably satisfactory to the Trustee, the Trustee shall authenticate one or more Global Notes and/or physical Notes not bearing the Private Placement Legend in an aggregate principal amount equal to the principal amount of the beneficial interests in the Global Notes or physical Notes representing the Initial Notes and/or Additional Notes, as the case may be, tendered for acceptance in accordance with the Exchange Offer and accepted for exchange in the Exchange Offer. (e) Permanent Regulation S Global Note. Reasonably promptly following the date that is 40 days after the later of the commencement of the offering of the Notes in reliance on Regulation S and the date hereof, upon receipt by the Trustee and the Company of a duly executed certificate certifying that the Holder of the beneficial interest in the Temporary Regulation S Global Note is a Non-U.S. Person, substantially in the form of Exhibit C from the Depositary, the Permanent Regulation S Global Note shall be duly executed by the Company and authenticated by the Trustee and the Registrar shall reflect on its books and records the cancellation of the Temporary Regulation S Global Note and the issuance of the Permanent Regulation S Global Note. (f) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend unless otherwise required by applicable law, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) such transfer, exchange or replacement occurs after the applicable Resale Restriction Termination Date; (ii) there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has 32 been offered and sold (including pursuant to the Exchange Offer) pursuant to an effective registration statement under the Securities Act. (g) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it shall transfer such Note only as provided in this Indenture. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 305 or this Section 312. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or the accuracy of the books and records of the Depositary. (h) Cancellation and/or Adjustment of Global Note. At such time as all beneficial interests in a particular Global Note have been exchanged for physical Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 309 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for physical Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. ARTICLE IV Satisfaction and Discharge Section 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect (except as to any 33 surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for that purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and any premium and Additional Interest, if any, and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. Section 402. Application of Trust Money. 34 Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, and any premium and Additional Interest, if any, and interest for whose payment such money has been deposited with the Trustee. ARTICLE V Remedies Section 501. Events of Default. "Event of Default", wherever used herein with respect to Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of any interest upon, or Additional Interest with respect to, the Notes when the same becomes due and payable, and continuance of such default for a period of 30 days; or (2) default in the payment of the principal of or any premium on the Notes at its Maturity; or (3) default in the performance, or breach, of any covenant or warranty of the Company or any Restricted Subsidiary in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (4) except as permitted by this Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; or (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Restricted Subsidiary in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or any Restricted Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Restricted Subsidiary under 35 any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Restricted Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or (6) the commencement by the Company or any Restricted Subsidiary of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or any Restricted Subsidiary in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Restricted Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action. Section 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(5) or 501(6)) with respect to the Notes occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(5) or 501 (6) with respect to the Notes occurs, the principal amount of all the Notes shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on, and Additional Interest, if any, with respect to, the Notes, (B) the principal of (and premium, if any, on) the Notes which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or 36 rates prescribed therefor in the Notes, (C) to the extent that payment of such interest is lawful, interest upon overdue interest and Additional Interest, if any, at the rate or rates prescribed therefor in the Notes, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. No such rescission shall affect any subsequent default or impair any right consequent thereon. Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (1) default is made in the payment of any interest on, or Additional Interest, if any, with respect to, the Notes when such interest or Additional Interest becomes due and payable and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) the Notes at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and any premium and interest and Additional Interest, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest and on any Additional Interest, at the rate or rates prescribed therefor in the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection (including any costs and expenses incurred in any bankruptcy proceeding), including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. If an Event of Default with respect to the Notes occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of the Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 37 Section 504. Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. Section 505. Trustee May Enforce Claims Without Possession of the Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered. Section 506. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: First: To the payment of all amounts due the Trustee under Section 607; and Second: To the payment of the amounts then due and unpaid on the Notes for principal, any premium, interest, and Additional Interest, if any, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, any premium, interest, and Additional 38 Interest, if any, respectively. Section 507. Limitation on Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes; (2) the Holders of not less than 25% in principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have provided to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and provision of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Notes; it being understood and intended that no one or more of such Holders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. Section 508. Unconditional Right of Holders to Receive Payment. Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on, and Additional Interest, if any with respect to, such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. Section 509. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights 39 and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. Section 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Notes to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. Section 512. Control by Holders. The Holders of a majority in principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Section 513. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past default hereunder and its consequences, except a default (1) in the payment of the principal of or any premium or interest on or any Additional Interest with respect to, any Note, or (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Note affected. 40 Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 514. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or by the Trustee. Section 515. Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE VI The Trustee Section 601. Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. Section 602. Notice of Defaults. If a default occurs hereunder with respect to the Notes, the Trustee shall give the Holders of the Notes notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(4) with respect to the Notes, no such notice to Holders shall be given until at least 30 days after the 41 occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes. Section 603. Certain Rights of Trustee. Subject to the provisions of Section 601: (1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. Section 604. Not Responsible for Recitals or Issuance of the Notes. 42 The recitals contained herein and in the Notes, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Notes or the proceeds thereof. Section 605. May Hold Notes. The Trustee, any Authenticating Agent, any Paying Agent, any Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of the Notes and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Registrar or such other agent. Section 606. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. Section 607. Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive the termination of this Indenture and the resignation or removal of the Trustee. Section 608. Conflicting Interests. 43 If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. Section 609. Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Notes. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $100,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Notes shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Section 610. Resignation and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. The Trustee may resign at any time with respect to the Notes by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes. The Trustee may be removed at any time with respect to the Notes by Act of the Holders of a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Company. If at any time: (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months, or (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may 44 remove the Trustee with respect to the Notes, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Notes and the appointment of a successor Trustee or Trustees. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Notes, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Notes (it being understood that any such successor Trustee may be appointed with respect to all Notes and that at any time there shall be only one Trustee with respect to all Notes) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Notes shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Notes and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Notes shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes. The Company shall give notice of each resignation and each removal of the Trustee with respect to the Notes each appointment of a successor Trustee with respect to the Notes to all Holders of Notes in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Notes and the address of its Corporate Trust Office. Section 611. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Notes, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph, as the case may be. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 45 Section 612. Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all of the bond administration portion of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. Section 613. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). Section 614. Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a Corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation 46 succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Notes. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to the Notes is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Notes referred to in the within-mentioned Indenture. Wachovia Bank, National Association, As Trustee By As Authenticating Agent By Authorized Officer ARTICLE VII Holders' Lists and Reports by Trustee and Company Section 701. Company to Furnish Trustee Names and Addresses of Holders. 47 The Company will furnish or cause to be furnished to the Trustee (1) semi-annually, not later than January 15 and July 15 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of the Notes as of the preceding January 1 or July 1, as the case may be, and (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Registrar. Section 702. Preservation of Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Notes, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. Every Holder of Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. Section 703. Reports by Trustee. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 1 in each calendar year, commencing in 2004. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Notes are listed, with the Commission and with the Company. The Company will notify the Trustee when any Notes are listed on any stock exchange. Section 704. Reports by Company. 48 The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. ARTICLE VIII Successors Section 801. Merger, Consolidation, or Sale of Assets. Neither the Company nor any Guarantor may, directly or indirectly: (i) consolidate with or merge into any other Person; or (ii) convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company and the Guarantors shall not permit any Person to consolidate with or merge into the Company or any Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to the Company or any of the Guarantors, unless: (1) in case the Company or any Guarantor (subject to Section 1205 hereof) shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company or any Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company or any Guarantor substantially as an entirety shall be a Corporation shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on, and Additional Interest, if any, with respect to, all the Notes and the performance or observance of every covenant of this Indenture on the part of the Company or any Guarantor to be performed or observed by such consolidation or into which the Company or any Guarantor shall have been merged or by the Person which shall have acquired the Company's or any Guarantor's assets; (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Guarantor as a result of such transaction as having been incurred by the Company or such Guarantor at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company or any Guarantor that is a Restricted Subsidiary would become subject to a Lien which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all indebtedness secured thereby; and 49 (4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. Section 802. Successor Substituted. Upon any consolidation of the Company or any Guarantor with, or merger of the Company or any Guarantor into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company or any Guarantor substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or any Guarantor under this Indenture with the same effect as if such successor Person had been named as the Company or a Guarantor herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Notes. ARTICLE IX Supplemental Indentures Section 901. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Notes; or (2) to add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default for the benefit of the Holders of the Notes; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of the Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of the Notes in uncertificated form; or (5) to secure the Notes or one or more Note Guarantees; or (6) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or 50 (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes pursuant to the requirements of Section 611; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (8) shall not adversely affect the interests of the Holders of the Notes in any material respect; or (9) to allow any Subsidiary to Guarantee the Notes. Section 902. Supplemental Indentures With Consent of Holders. With the consent of the Holders of more than 50% in principal amount of the Outstanding Notes affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note, or the date any Additional Interest shall be due and payable with respect to any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or the rate at which any Additional Interest are payable with respect thereto, or reduce the amount of the principal of, or change any Place of Payment where, or the coin or currency in which, any Note or any premium or interest thereon or any Additional Interest with respect thereto, is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of any Additional Interest, the date the same are due and payable), or (2) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 1011, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1011, or the deletion of this proviso, in accordance with the requirements of Section 611, or 51 (4) release any Guarantor from any of its obligations under any Note Guarantee or this Indenture, except pursuant to the express terms of this Indenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Section 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 905. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. Section 906. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes. ARTICLE X Covenants Section 1001. Payment of Notes. The Company covenants and agrees for the benefit of the Holders of the Notes that it will 52 duly and punctually pay the principal of and any premium and interest (including post-petition interest in any proceeding under any Bankruptcy Law) on the Notes in accordance with the terms of the Notes and this Indenture. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. Section 1002. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, the City of New York, and in each Place of Payment an office or agency (which may be an office of the Trustee or an agent of the Trustee, Registrar or co-registrar) where the Notes may be presented or surrendered for payment, where the Notes may be surrendered for registration of transfer or exchange and where the Notes and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Section 1003. Money for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Notes, it will, on or before each due date of the principal of or any premium or interest on, or Additional Interest, if any, with respect to, any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest and Additional Interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any Notes, it will, prior to each due date of the principal of or any premium or interest on, or Additional Interest, if any, with respect to, any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent for any Notes other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with 53 the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on, or Additional Interest, if any, with respect to, any Note and remaining unclaimed for two years after such principal, premium or interest or Additional Interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in each Place of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. Section 1004. Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. Section 1005. Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 54 Section 1006. Maintenance of Properties. The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders. Section 1007. Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, could reasonably be expected by law to become a lien upon the property of the Company or any Subsidiary, unless the obligation secured by such lien is otherwise permitted under Section 1008 hereof; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. Section 1008. Limitation on Liens. (1) Except as otherwise provided in Section 1008(2), the Company shall not, and shall not permit any Restricted Subsidiary to, issue, assume or guarantee any Debt secured by a Lien upon any Principal Property of the Company or of any Restricted Subsidiary or upon any shares of stock or Debt of any Restricted Subsidiary (whether such Principal Property, shares of stock or Debt are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance, assumption or guaranty of any such Debt that the Notes (together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Notes) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Debt, so long as such Debt shall be so secured; provided, however, that nothing in this Section 1008 shall prevent, restrict or apply to (and there shall be excluded from secured Debt in any computation under this Section 1008) Debt secured by: (A) Liens on property, shares of stock or indebtedness of any Corporation existing at the time such Corporation becomes a Restricted Subsidiary or arising thereafter (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such Corporation's becoming a Restricted Subsidiary; 55 (B) Liens on any property (including shares of stock or Debt) existing at the time of acquisition thereof (including acquisition through merger or consolidation) or securing the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of or within 180 days after, the acquisition of such property, shares of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction costs thereof (provided such Liens are limited to such property, improvements thereon and the land upon which such property and improvements are located and any other property not then constituting a Principal Property); (C) Liens on any property to secure all or any part of the cost of development, operations, construction, alteration, repair or improvement of all of any part of such property, or to secure Debt incurred prior to, at the time of or within 180 days after, the completion of such development, operation, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all of any part of such cost (provided such Liens are limited to such property, improvements thereon and the land upon which such property and improvements are located and any other property not then constituting a Principal Property); (D) Liens which secure Debt owing by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or by the Company to a Restricted Subsidiary; (E) Liens securing indebtedness of a Corporation which becomes a successor of the Company or any Subsidiary in accordance with the provisions of Article VIII; (F) Liens on property of the Company or a Restricted Subsidiary in favor of the United States of America or any state thereof, or any department agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens, or in favor of any trustee or mortgagee for the benefit of holders of indebtedness of any such entity incurred for any such purpose; (G) Liens existing at the date of this Indenture; and (H) any extension, renewal or replacement (or successive extension, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing Clauses (A) to (G), inclusive, or of any Debt secured thereby; provided that such extension, renewal or replacement Lien shall be limited to all or any part of the same property that secured the Lien extended, renewed or replaced (plus any improvements on such property) and shall secure no larger amount of Debt than that existing at the time of such extension, renewal or replacement. 56 (2) Notwithstanding the foregoing provisions of this Section 1008, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the foregoing restrictions if at the time it does so (the "Incurrence Time") the aggregate amount of such Debt plus all other Debt of the Company and its Restricted Subsidiaries secured by a Lien which would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under Clauses (A) through (H) of Section 1008(1)), plus the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions permitted by Section 1009(1)) entered into after the date of this Indenture and in existence at the Incurrence Time (less the aggregate amount of proceeds of such Sale and Leaseback Transactions which shall have been applied in accordance with Section 1009(3)), does not exceed 15% of Consolidated Net Tangible Assets. Section 1009. Limitations on Sale and Leaseback Transactions. The Company shall not itself, and shall not permit any Restricted Subsidiary to, enter into any arrangements after the date of this Indenture with any bank, insurance company or other lender or investor (other than the Company or another Restricted Subsidiary) providing for the leasing as lessee by the Company or by any such Restricted Subsidiary of any Principal Property (except a lease for a temporary period not to exceed three years (inclusive of renewals) by the end of which it is intended the use of such Principal Property by the lessee will be discontinued), which was or is owned by the Company or a Restricted Subsidiary and which has been or is to be sold or transferred by the Company or a Restricted Subsidiary more than 180 days after the completion of construction and commencement of full operation thereof by the Company or such Restricted Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein called a "Sale and Leaseback Transaction") unless: (1) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Clauses (A) through (G) of Section 1008(1), without equally and ratably securing the Notes, to issue, assume or guarantee indebtedness secured by a Lien on such Principal Property; or (2) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of this Indenture (other than such Sale and Leaseback Transactions as are permitted by Section 1009(1) or (3)), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered in clauses (A) through (H) of Section 1008(1)) which do not equally and ratably secure the Notes, would not exceed 15% of Consolidated Net Tangible Assets; or (3) the Company, within 180 days after the sale or transfer: (A) applies or causes a Restricted Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or the fair market value of the Principal Property so sold and leased back at the time of entering into such Sale and Leaseback Transaction (in either case as determined by the Board of Directors) to 57 the retirement of the Notes or other indebtedness of the Company (other than indebtedness subordinated to the Notes) or indebtedness of a Restricted Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application, provided that the amount to be so applied shall be reduced by (i) the principal amount of Notes delivered within 180 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness of the Company or a Restricted Subsidiary other than Notes voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such sale or transfer; or (B) invest an equal amount, or the amount not so applied pursuant to Clause (A) of this Section 1009(2), in Additional Assets (including investments in Additional Assets by a Restricted Subsidiary). Notwithstanding the foregoing, no retirement referred to in this Section 1009(2) may be affected by payment at Maturity. Notwithstanding the foregoing, where the Company or any Restricted Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable Debt shall not include any Debt resulting from the guarantee by the Company or any other Restricted Subsidiary of the lessee's obligation thereunder. Section 1010. Additional Note Guarantees. If the Company or any of its Subsidiaries acquires or creates another Subsidiary after the date of the Indenture and that Subsidiary becomes a guarantor or obligor under the Credit Facility, then the newly acquired or created Subsidiary shall simultaneously become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. Section 1011. Waiver of Certain Covenants. The Company may not in any particular instance comply with any term, provision or condition set forth in any covenant provided pursuant to Section 901(2) for the benefit of the Holders of the Notes if before the time for such compliance the Holders of at least 50% in principal amount of the Outstanding Notes of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. ARTICLE XI Redemption of Notes Section 1101. Applicability of Article; Redemption Price. The Notes shall be redeemable before their Stated Maturity at the option of the Company at any time form time to time in accordance with their terms and in accordance with this Article. 58 The Redemption Price ("Redemption Price") for the Notes to be redeemed shall be equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payment on the Notes to be redeemed, discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate plus 20 basis points, as computed by an Independent Investment Banker. Section 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Notes shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Notes, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of the Notes to be redeemed and, if applicable, of the tenor of the Notes to be redeemed. Section 1103. Selection by Trustee of Notes to Be Redeemed. If less than all the Notes are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Notes not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Note, provided that the unredeemed portion of the principal amount of any Note shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Note. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption as aforesaid and, in case of any Notes selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed. Section 1104. Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, at its address appearing in the Note Register. All notices of redemption shall state: (1) the Redemption Date, (2) the method of computation of Redemption Price, 59 (3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed, and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note. (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and, that interest thereon will cease to accrue on and after said date, (5) the name and address of the Paying Agent and the place or places where each of the Notes is to be surrendered for payment of the Redemption Price, (6) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (7) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. Notice of redemption of the Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company and shall be irrevocable. Any Company request to the Trustee to give such notice shall be in the form of an Officer Certificate setting forth the information to be stated in such notice as provided in the preceding Clauses (1)-(7) of this Section 1104. Section 1105. Deposit of Redemption Price. Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest on, and any unpaid Additional Interest with respect to all the Notes which are to be redeemed on that date. Section 1106. Notes Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after the Redemption Date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 60 If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Note. Section 1107. Notes Redeemed in Part. Any Note which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered. ARTICLE XII Note Guarantees Section 1201. Note Guarantees. Subject to the provisions of Section 1204 hereof, each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and the obligations of each other Guarantor hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee to the Trustee on behalf of such Holder, that: (a) the principal of (and premium and Additional Interest, if any) and the interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof, and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantees shall be a guarantee of payment and not of collection. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. 61 Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium or Additional Interest, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor's Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore at, as discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V hereof for the purposes of the Note Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligations as provided in Article V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Note Guarantee of such Guarantor. Section 1202. Execution and Delivery of Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of each of the Guarantors. Section 1203. Severability. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 1204. Limitation of Guarantor's Liability. 62 Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance. Section 1205. Releases. Any Guarantor will be released and relieved of any obligations under its Note Guarantee, (i) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale or other disposition of all or substantially all of the assets of that Guarantor complies with the provisions of this Indenture, or (ii) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, or (iii) upon dissolution or liquidation in accordance with the provisions of this Indenture, or (iv) at such time as the Lenders under the Credit Facility have unconditionally released such Guarantor from its obligations (whether as primary obligor or guarantor) under Section 9.19 of the existing Credit Facility (and, in the case of a release under this clause (iv), such released Guarantor shall be deemed not to be a Guarantor for purposes of Section 801 if such release under the Credit Facility occurs prior to or concurrently with the sale of all or substantially all of such Guarantor's assets); provided, that in connection with such release, the Company shall provide the documents required by the next sentence to the Trustee within 15 days of such release, or (v) upon written request by the company to the Trustee, at such time as the Lenders under the Credit Facility have unconditionally released such Guarantor from its obligations (whether as primary obligor or guarantor) under the Credit Facility, other than pursuant to Section 9.19 of the existing credit facility. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition or other requirements set forth above was made by the Company or have occurred in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee (and, in the case of clause (iv), such release shall take effect at the time of such Guarantor's release under the Credit Facility). Any Guarantor not released from its obligations under its Note Guarantee shall, subject to the provisions of Section 1204 hereof, remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XII. 63 Section 1206. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its guarantee and waivers pursuant to its Guarantee are knowingly made in contemplation of such benefits. Section 1207. Contribution. In order to provide for just and equitable contribution among the Guarantors, the Guarantor agree, inter se, that in the event any payment or distribution is made by any Guarantor (a "Funding Guarantor") under this Guarantee, such Funding Guarantor shall be entitled, subject to Section 1204 hereof, to a contribution from all other Guarantors in a pro rata amount based on the Net Assets (defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company's obligations with respect to the Notes or any other Guarantor's Obligations with respect to this Guarantee. The term "Net Assets" shall mean the amount by which the fair value of the properties and assets of the referenced Guarantor exceeds the total amount of liabilities, including contingent liabilities, but excluding liabilities under such Guarantor's Note Guarantee. Section 1208. Waiver of Subrogation. Subject to the provisions of Section 1207 hereof, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company or other Guarantors that arise from the existence, payment, performance or enforcement of such Guarantor's obligations, under this Guarantee and this Indenture, including, without limitation. any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Company or other Guarantors, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company or other Guarantors, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee to be credited and applied in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 1208 is knowingly made in contemplation of such benefits. ARTICLE XIII Defeasance and Covenant Defeasance Section 1301. Company's Option to Effect Defeasance or Covenant Defeasance. 64 The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to the Notes upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution. Section 1302. Defeasance and Discharge. Upon the Company's exercise of its option to have this Section 1302 applied to the Notes, the Company and the Guarantors shall be deemed to have been discharged from their obligations with respect to such Notes and the Note Guarantees as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Notes and to have satisfied all its other obligations under the Notes and this Indenture insofar as the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Notes to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on, and Additional Interest, if any, with respect to, the Notes when payments are due, (2) the Company's obligations with respect to the Notes under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option to have this Section applied to the Notes notwithstanding the prior exercise of its option to have Section 1303 applied to the Notes. Section 1303. Covenant Defeasance. Upon the Company's exercise of its option to have this Section 1303 applied to the Notes, (1) the Company shall be released from its obligations under Section 801(3), Sections 1006 through 1009, inclusive, and any covenants provided pursuant to Section 901(2) for the benefit of the Holders of the Notes and (2) the occurrence of any event specified in Section 501(3) (with respect to any of Section 801(3), Sections 1006 through 1009, inclusive, and any such covenants provided pursuant to Section 901(2)) shall be deemed not to be or result in an Event of Default, in each case with respect to the Notes as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to the Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section (to the extent so specified in respect of Section 501(3)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Notes shall be unaffected thereby. Section 1304. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 1302 or Section 1303 to any Notes: 65 (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of the Notes, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on and Additional Interest, if any, with respect to, the Notes on the Stated Maturity of the Notes, in accordance with the terms of this Indenture and the Notes. As used herein, "U.S. Government Obligation" means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. (2) In the event of an election to have Section 1302 apply to the Notes, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Notes and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 1303 apply to the Notes, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Notes will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Notes and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (4) The Company shall have delivered to the Trustee an Officer's Certificate to the effect that 66 the Notes if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on or prior to the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day). (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of such Act). (7) The Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering or delaying or defrauding creditors of the Company or others. (8) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (9) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (10) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Notes, of all sums due and to become due thereon in respect of principal and any premium and interest and Additional Interest, if any, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other 67 charge which by law is for the account of the Holders of Outstanding Notes. Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to the Notes which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the Notes. Section 1306. Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Notes by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Notes from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Notes, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Notes in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on, or any Additional Interest with respect to, any such Note following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of the Notes to receive such payment from the money so held in trust. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 68 In Witness Whereof, the parties hereto have caused this Indenture to be duly executed all as of the day and year first above written. INTERNATIONAL SPEEDWAY CORPORATION By: /s/ Glenn R. Padgett --------------------------- Name: Glenn R. Padgett Title: Vice President (Signatures Continue Next Page) GUARANTORS 88 CORP. AMERICROWN SERVICE CORPORATION ASC HOLDINGS, INC. ASC PROMOTIONS, INC. THE CALIFORNIA SPEEDWAY CORPORATION CHICAGO HOLDINGS, INC. DARLINGTON RACEWAY OF SOUTH CAROLINA, LLC DAYTONA INTERNATIONAL SPEEDWAY, LLC EVENT EQUIPMENT LEASING, INC. EVENT SUPPORT CORPORATION GREAT WESTERN SPORTS, INC. HBP, INC. HOMESTEAD-MIAMI SPEEDWAY, LLC INTERNATIONAL SPEEDWAY, INC. ISC PROPERTIES, INC. ISC PUBLICATIONS, INC ISC.COM, LLC KANSAS SPEEDWAY CORPORATION KANSAS SPEEDWAY DEVELOPMENT CORP. LEISURE RACING, INC. MIAMI SPEEDWAY CORP. MICHIGAN INTERNATIONAL SPEEDWAY, INC. MOTOR RACING NETWORK, INC. MOTORSPORTS ACCEPTANCE CORPORATION MOTORSPORTS INTERNATIONAL CORP. NEW YORK INTERNATIONAL SPEEDWAY CORP. NORTH AMERICAN TESTING COMPANY NORTH CAROLINA SPEEDWAY, INC. PENNSYLVANIA INTERNATIONAL RACEWAY, INC. PHOENIX SPEEDWAY CORP. RICHMOND INTERNATIONAL RACEWAY, INC. ROCKY MOUNTAIN SPEEDWAY CORPORATION SOUTHEASTERN HAY & NURSERY, INC. TALLADEGA SUPERSPEEDWAY, LLC WATKINS GLEN INTERNATIONAL, INC. Each by its duly authorized officer: By: /s/ Glenn R. Padgett ------------------------ Glenn R. Padgett Secretary of the Guarantors listed above HBP, INC. By: /s/ Doris J. Krick ---------------------- Name:Doris J. Krick Title: Vice President INTERNATIONAL SPEEDWAY, INC. By: /s/ Doris J. Krick --------------------- Name: Doris J. Krick Title: Vice President MOTORSPORTS ACCEPTANCE CORPORATION By: /s/ Janice C. George ---------------------- Name: Janice C. George Title: Secretary WACHOVIA BANK, NATIONAL ASSOCIATION as Trustee By: /s/ Catherine Eddins ----------------------- Name: Catherine Eddins Title: Trust Officer EXHIBIT A ASSIGNMENT FORM If you, the Holder, want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ and irrevocably appoint, ____________________, agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date:________________ Sign:_____________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the SEC of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering resales of this Note (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) April 23, 2006, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Note is being transferred: [Check One] (1) [ ] to the Company or a subsidiary thereof; (2) [ ] pursuant to and in compliance with Rule 144A under the Securities Act; (3) [ ] outside the United states to a "foreign person" in compliance with Rule 904 of Regulation S under the Securities Act; (4) [ ] pursuant to the exemption from registration provided by Rule 144 under the Securities Act; (5) [ ] pursuant to an effective registration statement under the Securities Act; or (6) [ ] pursuant to another available exemption from the registration requirements of the Securities Act. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof, provided that if box (3), (4) or (6) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications (including an investment letter in the case of box (4)) and other information as the Trustee or the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 312 of the Indenture shall have been satisfied. Date:_____________ Signed:____________________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date:_______________ Signed:___________________________ Executive Officer EXHIBIT B ASSIGNMENT FORM If you, the Holder, want to assign this Note. fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ and irrevocably appoint, ________________________, agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date:______________ Signed:_____________________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF TEMPORARY REGULATION S GLOBAL NOTE [Date] [Trustee] Re: International Speedway Corporation (the "COMPANY") 5.40% Senior Notes due 2014 (the "NOTES") Dear Sirs: This letter relates to U.S. $ ______________ principal amount of Notes represented by a certificate (the "LEGENDED CERTIFICATE") which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 312(c) of the Indenture (the "INDENTURE") dated as of April 23, 2004 relating to the Notes, we hereby certify that we are (or we shall hold such securities on behalf of) a person outside the United States (or to an Initial Purchaser (as defined in the Indenture)) to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You, as Trustee, the Company, counsel for the Company and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By:_____________________________________ Authorized Signature EXHIBIT D Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S ___________________, _______ [ ] Wachovia Bank, National Association 225 Water Street, 3rd Floor Jacksonville, Florida 32202 Attention: Corporate Trust Department Re: International Speedway Corporation (the "Company") 5.40 % Senior Notes due 2014 (the "Notes") Ladies and Gentlemen: In connection with our proposed sale of $________________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: 1. the offer of the Notes was not made to a person in the United States; 2. either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting-on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 3. no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; 4. the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and 5. we have advised the transferee of the transfer restrictions applicable to the Notes. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, (Name of Transferor] By: Authorized Signature EX-4.3 5 g90475exv4w3.txt EX-4.3: REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 23, 2003 EXHIBIT 4.3 EXECUTION COPY INTERNATIONAL SPEEDWAY CORPORATION $150,000,000 4.20% Senior Notes due 2009 $150,000,000 5.40% Senior Notes due 2014 REGISTRATION RIGHTS AGREEMENT April 23, 2004 Wachovia Capital Markets, LLC Banc One Capital Markets, Inc. SunTrust Capital Markets, Inc. As Representatives of the Initial Purchasers c/o Wachovia Capital Markets, LLC One Wachovia Center, 5th Floor Charlotte, North Carolina 28288 Ladies and Gentlemen: International Speedway Corporation, a corporation organized under the laws of Florida (the "Company"), proposes to issue and sell to Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc., and SunTrust Capital Markets, Inc. (the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated April 19, 2004 (the "Purchase Agreement") relating to the initial placement (the "Initial Placement") of $150,000,000 principal amount of its 4.20% Senior Notes due 2009 (the "Five Year Notes") and $150,000,000 principal amount of its 5.40% Senior Notes due 2014 (the "Ten Year Notes," and collectively with the Five Year Notes, the "Securities") unconditionally guaranteed by all of its Subsidiaries (as defined in the Purchase Agreement). To satisfy a condition of your obligations under the Purchase Agreement, the Company and its Subsidiaries agree with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a "Holder" and, together, the "Holders"), as follows: 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Offer Registration Period" shall mean the six month period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. "Exchange Offer Registration Statement" shall mean a registration statement of the Company and its Subsidiaries on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company). "Final Memorandum" shall have the meaning set forth in the Purchase Agreement. "Five Year Notes" shall have the meaning set forth in the preamble hereto. "Five Year Notes Indenture" shall have the meaning set forth in the Purchase Agreement. "Holder" shall have the meaning set forth in the preamble hereto. "Indentures" shall mean the Five Year Notes Indenture and the Ten Year Notes Indenture and "Indenture" shall mean either of them. "Initial Placement" shall have the meaning set forth in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. "Losses" shall have the meaning set forth in Section 7(d) hereof. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement. 2 "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. "New Securities" shall mean debt securities of the Company identical in all material respects to the Five Year Notes or the Ten Year Notes, as the case may be (except that the cash interest and interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) for which such New Securities are being exchanged, guaranteed by the Company's Subsidiaries and to be issued under the applicable Indenture. "Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble hereto. "Registered Exchange Offer" shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities and guarantees thereof pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. "Securities" shall have the meaning set forth in the preamble hereto. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has the meaning set forth in Section 3(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company and its Subsidiaries pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities and guarantees thereof, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Ten Year Notes" shall have the meaning set forth in the Preamble hereto. "Ten Year Notes Indenture" shall have the meaning set forth in the Purchase Agreement. 3 "Trustee" shall mean the trustee(s) with respect to the Securities under the Indentures. "Underwriter" shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement. 2. Registered Exchange Offer. (a) The Company and its Subsidiaries shall prepare and, not later than 120 days following the date of the original issuance of the Securities (or if such 120th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 180 days of the date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day). (b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and its Subsidiaries shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company, acquires the New Securities in the ordinary course of such Holder's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. (c) In connection with the Registered Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Registered Exchange Offer open for not less than 30 days and not more than 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law); (iii) use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; (iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or its Affiliate; (v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open; and 4 (vi) comply in all respects with all applicable laws. (d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall: (i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer; (ii) deliver to the Trustee for cancellation in accordance with Section 4(s) all Securities so accepted for exchange; and (iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange. (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in various no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction. Any such resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that, at the time of the consummation of the Registered Exchange Offer: (i) any New Securities received by such Holder will be acquired in the ordinary course of business; (ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; (iii) such Holder is not an Affiliate of the Company; and (iv) if such Holder is an Exchange Dealer, it will deliver a Prospectus in connection with any resale of such New Securities. (f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer. 5 3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days of the date of the original issuance of the Securities; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and its Subsidiaries shall effect a Shelf Registration Statement in accordance with subsection (b) below. (b) (i) The Company and its Subsidiaries shall as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been 6 sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable. (ii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 4. Additional Interest. (a) The parties hereto agree that the Holders of Securities or New Securities, as the case may be, will suffer damages if the Company fails to perform its obligations under Section 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages. Accordingly, in the event that (i) on or prior to the 120th day following the date of original issuance of the Securities, the Exchange Offer Registration Statement has not been filed with the Commission, (ii) on or prior to the 180th day following the date of the original issuance of the Securities, the Exchange Offer Registration Statement has not been declared effective, (iii) on or prior to the 225th day following the date of the original issuance of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (iv) after the Shelf Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective or usable in connection with resales of Securities or New Securities during a period in which it is required to be effective hereunder, and such failure to be effective or so usable continues for more than 60 days (whether or not consecutive) in any 12-month period (each such event referred to in clauses (i) through (iv), a "Registration Default"), then additional interest ("Additional Interest") will accrue at a rate of 0.25% per annum on the principal amount of the Securities and the New Securities, respectively (in addition to the stated interest on the Securities and the New Securities), from and including the date immediately following the date on which any Registration Default first occurs and while any Registration Default has occurred and is continuing, to but excluding the date on which all filings, declarations of effectiveness and consummations, as the case may be, have been achieved which, if achieved on a timely basis, would have prevented the occurrence of all of the then-existing Registration Defaults. Notwithstanding the foregoing, in the event of a Registration Default of the type described under clause (iv) of the preceding sentence, Additional Interest will cease to accrue as a result of such Registration Default upon the earlier of the two year anniversary of the date of the original issuance of the Securities (or, if Rule 144(k) under the Act is amended to provide a shorter restrictive period, the shorter period) or the date as of which all of the applicable Securities are 7 sold pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, the Company shall not be deemed to have failed to perform its obligations under Section 2 or 3 by reason of the failure of any Holder to provide information regarding itself reasonably requested by the Company or any regulatory agency having jurisdiction over any of the Holders at least ten business days prior to such Registration Default. (b) The Company shall notify the Trustee and paying agent(s) under the Indentures immediately upon the happening of each and every Registration Default and, to the extent the Company is obligated to pay any Additional Interest, shall provide to the Trustee and paying agent, at the applicable Record Date (as defined in the Indentures), a computation of the Additional Interest due under Section 4(a) above. The Company shall pay the Additional Interest due on the Securities or New Securities, as the case may be, by depositing with the paying agent (which shall not be the Company for these purposes) for the Securities or the New Securities, as the case may be, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M., New York time, on the next interest payment date specified in the Indentures, sums sufficient to pay the Additional Interest then due. The Additional Interest shall be payable on each interest payment date specified by the Indentures to the record holders entitled to receive the interest payment to be made on such date. Notwithstanding the foregoing, no increase in the rate under clauses (i), (ii) and (iii) above shall be payable for any period during which a Shelf Registration Statement required to be filed pursuant to clauses (i) or (ii) of Section 3(a) is effective. (c) The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that will be suffered by Holders of Securities or New Securities by reason of the happening of any Registration Default. 5. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply. (a) The Company shall: (i) furnish to you, as Representatives of the Initial Purchasers, not less than five Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as you reasonably propose; (ii) include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; 8 (iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and (iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders. (b) The Company shall ensure that: (i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act and the rules and regulations thereunder; and (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) The Company shall advise you, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension): (i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading. 9 (d) The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time. (e) The Company shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein). (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of securities in connection with the offering and sale of the securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. (g) The Company shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein). (h) The Company shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other Person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement. (i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Company shall arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and will maintain such qualification in effect so long as required; provided that in no event shall the Company or any Subsidiary be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject. (j) The Company shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be 10 issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request. (k) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Company shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 and the Shelf Registration Statement provided for in Section 3(b) shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 5(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section. (l) Not later than the effective date of any Registration Statement, the Company shall provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company. (m) The Company shall comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act. (n) The Company shall cause the Indentures to be qualified under the Trust Indenture Act. (o) The Company may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such securities as the Company may from time to time reasonably require for inclusion in such Registration Statement. The Company may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. (p) In the case of any Shelf Registration Statement, the Company and its Subsidiaries shall enter into such agreements and take all other appropriate actions (including if requested an underwriting agreement in customary form) in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any), with respect to all parties to be indemnified pursuant to Section 7. 11 (q) In the case of any Shelf Registration Statement, the Company and its Subsidiaries shall: (i) make reasonably available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Company and its Subsidiaries; (ii) cause their officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; (iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; (iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters; (v) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; and (vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 5(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. 12 The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall be performed at (A) the effectiveness of such Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder. (r) In the case of any Exchange Offer Registration Statement, the Company and its Subsidiaries shall: (i) make reasonably available for inspection by such Initial Purchaser, and any attorney, accountant or other agent retained by such Initial Purchaser, all relevant financial and other records, pertinent corporate documents and properties of the Company and its Subsidiaries; (ii) cause their officers, directors and employees to supply all relevant information reasonably requested by such Initial Purchaser or any such attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Initial Purchaser or any such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; (iii) make such representations and warranties to such Initial Purchaser, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; (iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to such Initial Purchaser and its counsel, addressed to such Initial Purchaser, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Initial Purchaser or its counsel; (v) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to such Initial Purchaser, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings, or if requested by such Initial Purchaser or its counsel in lieu of a "cold comfort" letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by such Initial Purchaser or its counsel; and 13 (vi) deliver such documents and certificates as may be reasonably requested by such Initial Purchaser or its counsel, including those to evidence compliance with Section 5(k) and with conditions customarily contained in underwriting agreements. The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section shall be performed at the close of the Registered Exchange Offer and the effective date of any post-effective amendment to the Exchange Offer Registration Statement. (s) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the New Securities, the Company shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied. (t) The Company will use its reasonable best efforts (i) if the Securities have been rated prior to the initial sale of such Securities, to confirm such ratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration Statement; or (ii) if the Securities were not previously rated, to cause the Securities covered by a Registration Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by Majority Holders with respect to the related Registration Statement or by any Managing Underwriters. (u) In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Rules of Fair Practice and the By-Laws of the National Association of Securities Dealers, Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such Broker-Dealer in complying with the requirements of such Rules and By-Laws, including, without limitation, by: (i) if such Rules or By-Laws shall so require, engaging a "qualified independent underwriter" (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities; (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 7 hereof; and (iii) providing such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Rules. (iv) The Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement. 14 6. Registration Expenses. The Company and its Subsidiaries shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 5 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel designated by the Majority Holders to act as counsel in connection therewith. 7. Indemnification and Contribution. (a) The Company and its Subsidiaries jointly and severally agree to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each Person who controls any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company and its Subsidiaries will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company and its Subsidiaries may otherwise have. The Company and its Subsidiaries also agree to jointly and severally indemnify or contribute as provided in Section 7(d) to Losses of each any underwriter of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each Person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 7(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 5(p) hereof. (b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer) severally agrees to indemnify and hold harmless the Company and its Subsidiaries and each of their respective directors and officers who signs such Registration Statement and each Person who controls the Company or any Subsidiary within the 15 meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and its Subsidiaries to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 7 or notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on 16 the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser or any subsequent Holder of any Security or New Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth on the cover page of the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company and its Subsidiaries shall be deemed to be equal to the sum of (x) the total net proceeds from the Initial Placement (before deducting expenses) as set forth on the cover page of the Final Memorandum and (y) the total amount of additional interest which the Company was not required to pay as a result of registering the securities covered by the Registration Statement which resulted in such Losses. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each Person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each Person who controls the Company or any Subsidiary within the meaning of either the Act or the Exchange Act, each officer of the Company or any Subsidiary who shall have signed the Registration Statement and each director of the Company or any Subsidiary shall have the same rights to contribution as the Company and its Subsidiaries, subject in each case to the applicable terms and conditions of this paragraph (d). (e) The provisions of this Section will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling Persons referred to in this Section hereof, and will survive the sale by a Holder of securities covered by a Registration Statement. 17 8. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders. (b) No Person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such Person (i) agrees to sell such Person's Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 9. No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has, as of the date hereof, entered into, nor shall any of them, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 10. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Majority Holders (or, after the consummation of any Registered Exchange Offer in accordance with Section 2 hereof, of New Securities); provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement. 11. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery: (a) if to a Holder, at the most current address given by such holder to the Company in accordance with the provisions of this Section, which address initially is, with respect to each Holder, the address of such Holder maintained by the Trustee under the Indentures, with a copy in like manner to Wachovia Capital Markets, LLC; (b) if to you, initially at the respective addresses set forth in the Purchase Agreement; and (c) if to the Company, initially at its address set forth in the Purchase Agreement. 18 All such notices and communications shall be deemed to have been duly given when received. The Initial Purchasers or the Company by notice to the other parties may designate additional or different addresses for subsequent notices or communications. 12. Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders of Securities and the New Securities. The Company hereby agrees to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto. 13. Counterparts. This agreement may be in signed counterparts, each of which shall an original and all of which together shall constitute one and the same agreement. 14. Headings. The headings used herein are for convenience only and shall not affect the construction hereof. 15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. 16. Severability. In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 17. Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [SIGNATURES ON FOLLOWING PAGE] 19 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Company, its Subsidiaries and the several Initial Purchasers. Very truly yours, INTERNATIONAL SPEEDWAY CORPORATION By: /s/ Glenn R. Padgett ------------------------------- Name: Glenn R. Padgett Title: Vice President 20 SUBSIDIARIES: 88 CORP. AMERICROWN SERVICE CORPORATION ASC HOLDINGS, INC. ASC PROMOTIONS, INC. THE CALIFORNIA SPEEDWAY CORPORATION CHICAGO HOLDINGS, INC. DARLINGTON RACEWAY OF SOUTH CAROLINA, LLC DAYTONA INTERNATIONAL SPEEDWAY, LLC EVENT EQUIPMENT LEASING, INC. EVENT SUPPORT CORPORATION GREAT WESTERN SPORTS, INC. HBP, INC. HOMESTEAD-MIAMI SPEEDWAY, LLC INTERNATIONAL SPEEDWAY, INC. ISC PROPERTIES, INC. ISC PUBLICATIONS, INC. ISC.COM, LLC KANSAS SPEEDWAY CORPORATION KANSAS SPEEDWAY DEVELOPMENT CORP. LEISURE RACING, INC. MIAMI SPEEDWAY CORP. MICHIGAN INTERNATIONAL SPEEDWAY, INC. MOTOR RACING NETWORK, INC. MOTORSPORTS ACCEPTANCE CORPORATION MOTORSPORTS INTERNATIONAL CORP. NEW YORK INTERNATIONAL SPEEDWAY CORP. NORTH AMERICAN TESTING COMPANY NORTH CAROLINA SPEEDWAY, INC. PENNSYLVANIA INTERNATIONAL RACEWAY, INC. PHOENIX SPEEDWAY CORP. RICHMOND INTERNATIONAL RACEWAY, INC. ROCKY MOUNTAIN SPEEDWAY CORPORATION SOUTHEASTERN HAY & NURSERY, INC. TALLADEGA SUPERSPEEDWAY, LLC WATKINS GLEN INTERNATIONAL, INC. Each by its duly authorized officer: By: /s/ Glenn R. Padgett ------------------------------------------ Glenn R. Padgett Secretary Of the Guarantors listed above {Signatures Continue Next Page} HBP, INC. By: /s/ Doris J. Krick ---------------------------------------- Name: Doris J. Krick Title: Vice President INTERNATIONAL SPEEDWAY, INC. By: /s/ Doris J. Krick ---------------------------------------- Name: Doris J. Krick Title: Vice President MOTORSPORTS ACCEPTANCE CORPORATION By: /s/ Janice C. George ---------------------------------------- Name: Janice C. George Title: Secretary {Signatures Continue Next Page} 22 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WACHOVIA CAPITAL MARKETS, LLC By: /s/ James T. Williams, Jr. -------------------------- Name: James T. Williams, Jr. Title: Director BANC ONE CAPITAL MARKETS, INC. By: /s/ Christopher S. Grumboski --------------------------- Name: Christopher S. Grumboski Title: Director SUNTRUST CAPITAL MARKETS, INC. By: /s/ James Stathis -------------------------- Name: James Stathis Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business six months after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution". A-1 ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See "Plan of Distribution". B-1 ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business six months after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until __________, 2009, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by Brokers-Dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that effects any resale of New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of six months after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. C-1 ANNEX D RIDER A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name:_____________________________________ Address:___________________________________ RIDER B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchange for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. D-1 EX-12.1 6 g90475exv12w1.txt EX-12.1: STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12.1 For the purpose of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes, equity in net income (loss) from equity investments and fixed charges (such fixed charges have been adjusted to exclude capitalized interest). Fixed charges consist of interest expense, including capitalized interest, amortization of loan costs related to long-term debt and the estimated interest component of rent expense. On a pro forma basis, giving effect to the use of a portion of the proceeds for the redemption of our 7.875% Senior Notes due 2004 and as if the redemption occurred at the beginning of the period, our ratio of earnings to fixed charges for the year ended November 30, 2003 would have been 8.1x and for the six months ended May 31, 2004 would have been 6.4x. EX-21.1 7 g90475exv21w1.txt EX-21.1: STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 21.1 STATE OR OTHER JURISDICTION OF NAME INCORPORATION OR ORGANIZATION - ---- ----------------------------- 380 DEVELOPMENT, LLC DELAWARE 88 CORP. DELAWARE AMERICROWN SERVICE CORPORATION SOUTH CAROLINA ASC HOLDINGS, INC. KANSAS ASC PROMOTIONS, INC. FLORIDA THE CALIFORNIA SPEEDWAY CORPORATION DELAWARE CHICAGO HOLDINGS, INC. NEVADA DARLINGTON RACEWAY OF SOUTH CAROLINA, LLC DELAWARE DAYTONA INTERNATIONAL SPEEDWAY, LLC DELAWARE EVENT EQUIPMENT LEASING, INC. FLORIDA EVENT SUPPORT CORPORATION FLORIDA GREAT WESTERN SPORTS, INC. ARIZONA HBP, INC. DELAWARE HOMESTEAD-MIAMI SPEEDWAY, LLC DELAWARE INTERNATIONAL SPEEDWAY, INC. DELAWARE ISC PROPERTIES, INC. FLORIDA ISC PUBLICATIONS, INC. FLORIDA ISC.COM, LLC DELAWARE KANSAS SPEEDWAY CORPORATION KANSAS KANSAS SPEEDWAY DEVELOPMENT CORP. KANSAS LEISURE RACING, INC. DELAWARE MARTINSVILLE INTERNATIONAL, INC. DELAWARE MIAMI SPEEDWAY CORP. NEVADA MICHIGAN INTERNATIONAL SPEEDWAY, INC. MICHIGAN MOTOR RACING NETWORK, INC. FLORIDA MOTORSPORTS ACCEPTANCE CORPORATION DELAWARE MOTORSPORTS INTERNATIONAL CORP. PENNSYLVANIA NEW YORK INTERNATIONAL SPEEDWAY CORP. DELAWARE NORTH AMERICAN TESTING COMPANY FLORIDA PENNSYLVANIA INTERNATIONAL RACEWAY, INC. PENNSYLVANIA PHOENIX SPEEDWAY CORP. DELAWARE RICHMOND INTERNATIONAL RACEWAY, INC. DELAWARE ROCKY MOUNTAIN SPEEDWAY CORPORATION COLORADO SOUTHEASTERN HAY & NURSERY, INC. FLORIDA TALLADEGA SUPERSPEEDWAY, LLC DELAWARE WATKINS GLEN INTERNATIONAL INC. DELAWARE EX-23.1 8 g90475exv23w1.txt EX-23.1: CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 Consent of Independent Accountants We consent to the incorporation by reference in the Registration Statement (Form S-4, No. 333-XXX) and related Prospectus of International Speedway Corporation for the registration of $300 million of Senior Notes of our report dated January 15, 2004 (except Note 19, as to which the date is August 9, 2004), with respect to the restated consolidated financial statements and schedule of International Speedway Corporation for the year ended November 30, 2003, included in its Current Report on Form 8-K dated August 11, 2004, as filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP August 9, 2004 Jacksonville, Florida EX-25.1 9 g90475exv25w1.txt EX-25.1: STATEMENT OF ELIGIBILITY OF TRUSTEE EXHIBIT 25.1 OMB APPROVAL OMB Number: 3235-0110 UNITED STATES Expires: 12/31/06 SECURITIES AND EXCHANGE COMMISSION Estimated average burden WASHINGTON, D.C. 20549 hours per response. . .3.77 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ] WACHOVIA BANK, NATIONAL ASSOCIATION (Exact Name of Trustee as Specified in its Charter) 22-1147033 (I.R.S. Employer Identification No.) 301 S. COLLEGE STREET, CHARLOTTE, NORTH CAROLINA (Address of Principal Executive Offices) 28288-0630 (Zip Code) WACHOVIA BANK, NATIONAL ASSOCIATION 225 Water Street, 3rd Floor Jacksonville, FL 32202 ATTENTION: Corporate Trust Department (FL0122) (904) 489-3131 (Name, address and telephone number of Agent for Service) International Speedway Corporation (Exact Name of Obligor as Specified in its Charter) Florida (State or other jurisdiction of Incorporation or Organization) 59-0709342 (I.R.S. Employer Identification No.) 1801 W. International Speedway Boulevard Daytona Beach, Florida (Address of Principal Executive Offices) 32114 (Zip Code) Senior Notes Due 2009 and 2014 (Title of Indenture Securities) 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH IT IS SUBJECT: Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank Richmond, Virginia 23219 Federal Deposit Insurance Corporation Washington, D.C. 20429 b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 3. VOTING SECURITIES OF THE TRUSTEE. FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF THE TRUSTEE: Not applicable - see answer to Item 13. 4. TRUSTEESHIPS UNDER OTHER INDENTURES. IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION: a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE Not applicable - see answer to Item 13. b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(b)(1) OF THE ACT ARISES AS THE RESULT OF THE TRUSTEESHIP UNDER ANY OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER INDENTURE. Not applicable - see answer to Item 13. 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS. IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION. Not applicable - see answer to Item 13. 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS. FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF THE OBLIGOR: Not applicable - see answer to Item 13. 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS. FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER: Not applicable - see answer to Item 13. 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE TRUSTEE: Not applicable - see answer to Item 13. 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE: Not applicable - see answer to Item 13. 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING STOCK OF THE OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON: Not applicable - see answer to Item 13. 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR. IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE: Not applicable - see answer to Item 13. 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION: Not applicable - see answer to Item 13. 13. DEFAULTS BY THE OBLIGOR. a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT. None. b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT. None 14. AFFILIATIONS WITH THE UNDERWRITERS. IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. Not applicable - see answer to Item 13. 15. FOREIGN TRUSTEE. IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE TRUSTEE IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT. Not applicable - trustee is a national banking association organized under the laws of the United States. 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY. * 1. Copy of Articles of Association of the trustee as now in effect. X 2. Copy of the Certificate of the Comptroller of the Currency dated April 4, 2002, evidencing the authority of the trustee to transact business. 3. Copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in paragraph (1) or (2) above. - - Not applicable X 4. Copy of existing by-laws of the trustee. Or instruments corresponding thereto. __ 5 Copy of each indenture referred to in Item 4, if the obligor is in default. - -Not Applicable. X 6 Consent of United States institutional trustees required by Section 321(b) of the Act. X 7 Copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority at the close of business on March 31, 2004. __ 8 Copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. -Not Applicable __ 9. Foreign trustees are required to file a consent to serve of process of Form F-X [269.5 of this chapter] pursuant to Rule 10a-4 under the Act. -Not Applicable - ------------------------ *Previously filed with the Securities and Exchange Commission on April 11, 2002 as an Exhibit to Form T-1 in connection with Registration Statement File No. 333-86036 and is incorporated by reference herein. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wachovia Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville and the State of Florida, on the 11th day of August, 2004. WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Catherine Eddins ------------------------------- Catherine Eddins Trust Officer [LOGO] EXHIBIT T-2 Comptroller of the Currency Administrator of National Banks Washington, D.C. 20219 CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession , custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Wachovia Bank, National Association," Charlotte, North Carolina, (Charter No. 1) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this March 19, 2004. /s/ John D. Hawke, Jr. [SEAL] --------------------------- COMPTROLLER OF THE CURRENCY EXHIBIT T-4 AMENDED AND RESTATED BY-LAWS OF WACHOVIA BANK, NATIONAL ASSOCIATION Charter No. 1 Effective October 15, 2002 Amended June 15, 2004 BY-LAWS OF WACHOVIA BANK, NATIONAL ASSOCIATION ARTICLE I Meetings of Shareholders Section 1.1 Annual Meeting. The annual meeting of the shareholders for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held on the third Tuesday of April in each year, commencing with the year 2002, except that the Board of Directors may, from time to time and upon passage of a resolution specifically setting forth its reasons, set such other date for such meeting during the month of April as the Board of Directors may deem necessary or appropriate; provided, however, that if an annual meeting would otherwise fall on a legal holiday, then such annual meeting shall be held on the second business day following such legal holiday. The holders of a majority of the outstanding shares entitled to vote which are represented at any meeting of the shareholders may choose persons to act as Chairman and as Secretary of the meeting. Section 1.2 Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by any three (3) or more shareholders owning, in the aggregate, not less than ten percent (10%) of the stock of the Association. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten (10) days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Association. Section 1.3 Nominations for Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholders of any outstanding class of capital stock of the Association entitled to vote for the election of Directors. Nominations, other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the President of the Association and to the Comptroller of the Currency, Washington, D. C., not fewer than fourteen (14) days nor more than fifty (50) days prior to any meeting of shareholders called for the election of Directors, provided, however, that if fewer than twenty-one (21) days' notice of such meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Association that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the Association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairman of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. FULNC:101710 2 Section 1.4 Judges of Election. The Board may at any time appoint from among the shareholders three (3) or more persons to serve as Judges of Election at any meeting of shareholders; to act as judges and tellers with respect to all votes by ballot at such meeting and to file with the Secretary of the meeting a Certificate under their hands, certifying the result thereof. Section 1.5 Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this Association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting. Section 1.6 Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. ARTICLE II Directors Section 2.1 Board of Directors. The Board of Directors (hereinafter referred to as the "Board"), shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board. Section 2.2 Number. The Board shall consist of not fewer than five (5) nor more than twenty-five (25) Directors, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any annual or special meeting thereof; provided, however, that a majority of the full Board of Directors may not increase the number of Directors to a number which, (1) exceeds by more than two (2) the number of Directors last elected by shareholders where such number was fifteen (15) or fewer, and (2) to a number which exceeds by more than four (4) the number of Directors last elected by shareholders where such number was sixteen (16) or more, but in no event shall the number of Directors exceed twenty-five (25). Section 2.3 Organization Meeting. The Secretary of the meeting upon receiving the Certificate of the Judges of Election, of the result of any election, shall notify the Directors-elect of their election and of the time at which they are required to meet at the Main Office of the Association for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be held as soon thereafter as practicable. If, at the time fixed for such meeting, there shall not be a quorum present, the Directors present may adjourn the meeting from time to time, until a quorum is obtained. FULNC:101710 3 Section 2.4 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and time as may be designated by resolution of the Board of Directors. Upon adoption of such resolution, no further notice of such meeting dates or the places or times thereof shall be required. Upon the failure of the Board of Directors to adopt such a resolution, regular meetings of the Board of Directors shall be held, without notice, on the third Tuesday in February, April, June, August, October and December, commencing with April 2002, at the Main Office or at such other place and time as may be designated by the Board of Directors. When any regular meeting of the Board would otherwise fall on a holiday, the meeting shall be held on the next business day unless the Board shall designate some other day. Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the President of the Association, or at the request of three (3) or more Directors. Each member of the Board of Directors shall be given notice stating the time and place, by telegram, letter, or in person, of each such special meeting. Section 2.6 Quorum. A majority of the Directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. Section 2.7 Vacancies. When any vacancy occurs among the Directors, the remaining members of the Board, in accordance with the laws of the United States, may appoint a Director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose. Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory Boards for each of the States in which the Association conducts operations. Each such Advisory Board shall consist of as many persons as the Board of Directors may determine. The duties of each Advisory Board shall be to consult and advise with the Board of Directors and senior officers of the Association in such State with regard to the best interests of the Association and to perform such other duties as the Board of Directors may lawfully delegate. The senior officer in such State, or such officers as directed by such senior officer, may appoint advisory boards for geographic regions within such State and may consult with the State Advisory Boards prior to such appointments. ARTICLE III Committees of the Board Section 3.1 The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may designate two (2) or more Directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors and the management of the Association. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. The Board of Directors reserves to itself alone the power to act on (1) dissolution, merger or consolidation, or disposition of substantially all corporate property, (2) designation of committees or filling vacancies on the Board of Directors or on a committee of the Board (except FULNC:101710 4 as hereinafter provided), (3) adoption, amendment or repeal of these By-laws, (4) amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable, and (5) declaration of dividends, issuance of stock, or recommendations to shareholders of any action requiring shareholder approval. The Board of Directors or the Chairman of the Board of Directors of the Association may change the membership of any committee at any time, fill vacancies therein, discharge any committee or member thereof either with or without cause at any time, and change at any time the authority and responsibility of any such committee. A majority of the members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action, except such actions as the Board may not require to be reported to it in the resolution creating any such committee. Any action by any committee shall be subject to revision, alteration, and approval by the Board of Directors, except to the extent otherwise provided in the resolution creating such committee; provided, however, that no rights or acts of third parties shall be affected by any such revision or alteration. ARTICLE IV Officers and Employees Section 4.1 Officers. The officers of the Association may be a Chairman of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen (who shall not be required to be Directors of the Association), a President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other officers, including officers holding similar or equivalent titles to the above in regions, divisions or functional units of the Association, as may be appointed by the Board of Directors. The Chairman of the Board and the President shall be members of the Board of Directors. Any two or more offices may be held by one person, but no officer shall sign or execute any document in more than one capacity. Section 4.2 Election, Term of Office, and Qualification. Each officer shall be chosen by the Board of Directors and shall hold office until the annual meeting of the Board of Directors held next after his election or until his successor shall have been duly chosen and qualified, or until his death, or until he shall resign, or shall have been disqualified, or shall have been removed from office. Section 4.3 Officers Acting as Assistant Secretary. Notwithstanding Section 4.1 of these By-laws, any officer holding the title of Assistant Vice President or above shall have, by virtue of his office, and by authority of the By-laws, the authority from time to time to act as an Assistant Secretary of the Association, and to such extent, said officers are appointed to the office of Assistant Secretary. FULNC:101710 5 Section 4.4 Chief Executive Officer. The Board of Directors shall designate one of its members to be the President of this Association, and the officer so designated shall be an ex officio member of all committees of the Association except the Examining Committee, and its Chief Executive Officer unless some other officer is so designated by the Board of Directors. Section 4.5 Duties of Officers. The duties of all officers shall be prescribed by the Board of Directors. Nevertheless, the Board of Directors may delegate to the Chief Executive Officer the authority to prescribe the duties of other officers of the Association not inconsistent with law, the charter, and these By-laws, and to appoint other employees, prescribe their duties, and to dismiss them. Notwithstanding such delegation of authority, any officer or employee also may be dismissed at any time by the Board of Directors. Section 4.6 Other Employees. The Board of Directors may appoint from time to time such tellers, vault custodians, bookkeepers, and other clerks, agents, and employees as it may deem advisable for the prompt and orderly transaction of the business of the Association, define their duties, fix the salary to be paid them, and dismiss them. Subject to the authority of the Board of Directors, the Chief Executive Officer or any other officer of the Association authorized by him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and other clerks, agents, and employees, prescribe their duties and the conditions of their employment, and from time to time fix their compensation. Section 4.7 Removal and Resignation. Any officer or employee of the Association may be removed either with or without cause by the Board of Directors. Any employee other than an officer elected by the Board of Directors may be dismissed in accordance with the provisions of the preceding Section 4.6. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chief Executive Officer of the Association. Any such resignation shall become effective upon its being accepted by the Board of Directors, or the Chief Executive Officer. ARTICLE V Fiduciary Powers Section 5.1 Trust Services Division. There shall be divisions of this Association known as the Capital Management Group and the Wealth Management Group which shall be responsible for the exercise of the fiduciary activities of this Association. Section 5.2 Trust Officers. There shall be one or more Officers of this Association whose duties shall be to manage, supervise and direct all the fiduciary activities of the Capital Management and Wealth Management Groups. Further, there shall be one or more Senior Trust Officers designated to assist the Officers in the performance of their duties. They shall do or cause to be done all things necessary or proper in carrying out the business of the Capital Management and Wealth Management Groups in accordance with provisions of applicable laws and regulations. Section 5.3 General Trust Committee. There shall be a General Trust Committee composed of not fewer than four (4) members of the Board of Directors or officers of this Association who shall be appointed annually, or from time to time, by the Board of Directors of FULNC:101710 6 this Association. Each member shall serve until his successor is appointed. The Board of Directors or the Chairman of the Board may change the membership of the General Trust Committee at any time, fill any vacancies therein, or discharge any member thereof with or without cause at any time. The General Trust Committee shall counsel and advise on all matters relating to the fiduciary business or affairs of the Capital Management and Wealth Management Groups and shall adopt overall policies for the conduct of the fiduciary business of the Capital Management and Wealth Management Groups, including, but not limited to: general administration, investment policies, new business development, and review for approval of major assignments of functional responsibilities. The General Trust Committee shall assign the administration and performance of any of its fiduciary powers or duties to any subcommittee as it may designate. The General Trust Committee shall appoint the members of any such subcommittees and shall determine the number of members which constitutes a quorum at meetings of such subcommittees. The General Trust Committee shall meet at least quarterly or as called for by its Chairman or any three (3) members of the Committee. A quorum shall consist of three (3) members. In carrying out its responsibilities, the General Trust Committee shall review the actions of all officers, employees and committees utilized by this Association in connection with the fiduciary activities of the Capital Management and Wealth Management Groups and may assign the administration and performance of any fiduciary powers or duties to any officers or employees of the Capital Management Group or Wealth Management Group or to any committee it may designate. One of the methods to be used in the review process will be the scrutiny of the Reports of Examination by the Office of the Comptroller of the Currency and the reports of the Audit Division of Wachovia Corporation, as they relate to the activities of the Capital Management and Wealth Management Groups. These reviews shall be in addition to reviews of such reports by the Audit Committee of the Board of Directors. The Chairman of the General Trust Committee shall be appointed by the Board of Directors. The Chairman of the General Trust Committee shall cause to be recorded in appropriate minutes all actions taken by the Committee. The minutes shall be signed by its Secretary and approved by its Chairman. Further, the General Trust Committee shall make its minutes available to the Board of Directors at its next regularly scheduled meeting following a meeting of the General Trust Committee. As required by Section 9.4 of Regulation 9 of the Comptroller of the Currency, the Board of Directors retains responsibility for the proper exercise of this Association's fiduciary powers. Members of the General Trust Committee will abide by the Association's Code of Conduct as it applies to the Capital Management and Wealth Management Groups. ARTICLE VI Stock and Stock Certificates Section 6.1 Transfers. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights and liabilities of the prior holder of such shares. Section 6.2 Stock Certificates. Certificates of stock shall bear the signature of the Chairman, the Vice Chairman, the President, or a Vice President (which may be engraved, printed, or impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer appointed by the Board of Directors for that purpose, to be known as an Authorized Officer, and the seal of the Association 7 shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. ARTICLE VII Corporate Seal Section 7.1 The President, the Cashier, the Secretary, or any Assistant Cashier, or Assistant Secretary, or other officer thereunto designated by the Board of Directors shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be in the form adopted by the Board of Directors. ARTICLE VIII Miscellaneous Provisions Section 8.1 Fiscal Year. The fiscal year of the Association shall be the calendar year. Section 8.2 Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, notices, applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any Senior Executive Vice President, Executive Vice President, Vice President or Assistant Vice President, the Secretary, the Cashier or Treasurer, or any officer holding similar or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer (or equivalent titles), and if so required by applicable law or regulation, attested or countersigned by the Secretary or Assistant Secretary; provided, however, that where required, any such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these By-laws. Section 8.3 Records. The Articles of Association, the By-laws, and the proceedings of all meetings of the shareholders, the Board of Directors, standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, Cashier, or other officer appointed to act as Secretary of the meeting. Section 8.4 Corporate Governance Procedures. To the extent not inconsistent with applicable federal banking statutes and these By-laws, the corporate governance procedures of the relevant provisions of the North Carolina Business Corporation Act, North Carolina General Statute Chapter 55, will be followed. 8 ARTICLE IX By-laws Section 9.1 Inspection. A copy of the By-laws, with all amendments thereto, shall at all times be kept in a convenient place at the Main Office of the Association, and shall be open for inspection to all shareholders, during banking hours. Section 9.2 Amendments. The By-laws may be amended, altered or repealed, at any regular or special meeting of the Board of Directors, by a vote of a majority of the whole number of Directors. ARTICLE X Emergency By-Laws Section 10.1. Emergency. In the event of an emergency declared by the President of the United States or the person performing his functions, the officers and employees of this Association will continue to conduct the affairs of the Association under such guidance from the Directors or the Executive Committee as may be available except as to matters which by statute require specific approval of the Board of Directors and subject to conformance with any applicable governmental directives during the emergency. Section 10.2. Officers Pro Tempore. The surviving members of the Board of Directors or the Executive Committee shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act, to delegate and prescribe such officer's powers and duties to any other officer, or to any Director, for the time being. Section 10.3. Executive Committee Powers. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of this Association by its Directors and officers as contemplated by these By-laws, any two (2) or more available members of the Board of Directors shall constitute the Executive Committee and shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Association in accordance with the provisions of Article II of these By-laws; and in addition, the Executive Committee shall be empowered to exercise all of the powers reserved to the General Trust Committee under Section 5.3 of Article V hereof. In the event of the unavailability, at such time, of a minimum of two (2) members of the then incumbent Executive Committee, any three (3) available Directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Association in accordance with the foregoing provisions of this section. This By-law shall be subject to implementation by resolutions of the Board of Directors passed from time to time for that purpose. Any provisions of these By-laws (other than this section) and any resolutions which are contrary to the provisions of this section or to the provisions of any such implementary resolutions shall be suspended until it shall be determined by an interim Executive Committee acting under this section that it shall be to the advantage of this Association to resume the conduct and management of its affairs and business under all of the other provisions of these By-laws. Section 10.4. Officer Succession. If consequent upon war or warlike damage or disaster, the Chief Executive Officer of this Association cannot be located or is unable to assume or to continue normal executive duties, then the authority and duties of the Chief Executive Officer 9 shall, without further action of the Board of Directors, be automatically assumed by one of the following persons in the order designated: Chairman President Head of the General Bank Division Head/Area Administrator - Within this officer class, officers shall take seniority on the basis of length of service in such office or, in the event of equality, length of service as an officer of the Association. Any one of the above persons who in accordance with this Section 10.4 assumes the authority and duties of the Chief Executive Officer shall continue to serve until he resigns or until five-sixths of the other officers who are attached to the then acting Main Office decide in writing he is unable to perform said duties or until the elected Chief Executive Officer of this Association, or a person higher on the above list, shall become available to perform the duties of Chief Executive Officer of the Association. Section 10.5. Certification. Anyone dealing with this Association may accept a certification by any three (3) officers that a specified individual is acting as Chief Executive Officer in accordance with this By-law; and that anyone accepting such certification may continue to consider it in force until notified in writing of a change, said notice of change to carry the signatures of three (3) officers of the Association. Section 10.6. Alternate Locations. The offices of the Association at which its business shall be conducted shall be the Main Office thereof and each of its branches, and any other legally authorized location which may be leased or acquired by this Association to carry on its business. During an emergency resulting in any authorized place of business of this Association being unable to function, the business ordinarily conducted at such location shall be relocated elsewhere in suitable quarters, in addition to or in lieu of the locations heretofore mentioned, as may be designated by the Board of Directors or by the Executive Committee or by such persons as are then, in accordance with resolutions adopted from time to time by the Board of Directors dealing with the exercise of authority in the time of such emergency, conducting the affairs of this Association. Any temporarily relocated place of business of this Association shall be returned to its legally authorized location as soon as practicable and such temporary place of business shall then be discontinued. Section 10.7. Acting Main Offices. In case of war or warlike damage or disaster, the Main Office of this Association, located in Charlotte, North Carolina, is unable temporarily to continue its functions, the Business Continuity Plan, as approved by the Board of Directors from time to time, shall automatically and without further action of this Board of Directors become effective. Section 10.8. Resumption of Main Office. The Main Office shall resume its functions at its legally authorized location as soon as practicable as determined by the Executive Committee pursuant to Section 10.3 of these By-laws. 10 EXHIBIT T-6 CONSENT OF THE TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of International Speedway Corporation Senior Notes Due 2009 and 2014, Wachovia Bank, National Association, hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Catherine Eddins ------------------------------ Catherine Eddins Trust Officer Jacksonville, Florida August 11th, 2004 EXHIBIT T-7 REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of Wachovia Bank, N.A., at the close of business on March 31, 2004, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 1 Comptroller of the Currency. STATEMENT OF RESOURCES AND LIABILITIES ASSETS Thousand of Dollars ------------------- Cash and balance due from depository institutions: Noninterest-bearing balances and currency and coin............................................... 10,978,000 Interest-bearing balances........................................................................ 4,227,000 Securities............................................................................................. //////// Held-to-maturity securities (from Schedule RC-B, column A)....................................... 0 Available-for-sale securities (from schedule RC-B, column D)..................................... 101,297,000 Federal funds sold and securities purchased under agreements to resell................................. 0 Federal funds sold in domestic offices................................................................. 945,000 Securities purchased under agreements to resell........................................................ 4,378,000 Loans and lease financing receivables (from Schedule RC-C): Loan and leases held for sale.................................................................... 14,853,000 Loan and leases, net of unearned income.......................................................... 162,288,000 LESS: Allowance for loan and lease losses........................................................ 2,419,000 LESS: Allocated transfer risk reserve............................................................ 0 Loans and leases, net of unearned income and allowance (item.4.b minus 4.c)...................... 161,869,000 Trading assets (from Schedule RC-D).................................................................... 27,082,000 Premises and fixed assets (including capitalized leases)............................................... 3,720,000 Other real estate owned (from Schedule RC-M)........................................................... 140,000 Investment in unconsolidated subsidiaries and associated companies (from Schedule RC-M)................ 903,000 Customer's liability to this bank on acceptances outstanding........................................... 605,000 Intangible assets...................................................................................... Goodwill......................................................................................... 9,592,000 Other intangible assets (from Schedule RC-M)........................................................... 1,467,000 Other assets (from Schedule RC-F)...................................................................... 22,418,000 TOTAL ASSETS........................................... 364,474,000 LIABILITIES Deposits: In domestic offices.............................................................................. 224,687,000 Noninterest-bearing........................................................................... 14,696,000 Interest-bearing.............................................................................. 209,991,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, partII)....... 14,162,000 Noninterest-bearing........................................................................... 280,000 Interest-bearing.............................................................................. 13,882,000 Federal funds purchased in domestic offices(2)......................................................... 2,594,000 Securities sold under agreements to repurchase(3)...................................................... 22,207,000 Trading liabilities(from Schedule RC-D)................................................................ 16,996,000 Other borrowed money (includes mortgage indebtedness and obligations under Capitalized leases) (from Schedule RC-M)................................................................................. 29,231,000 Bank's liability on acceptances executed and outstanding............................................... 613,000 Subordinated notes and debentures...................................................................... 9,352,000 Other liabilities...................................................................................... 11,255,000 TOTAL LIABILITIES...................................................................................... 331,097,000 Minority Interest in consolidated subsidiaries......................................................... 1,499,000
EQUITY CAPITAL Perpetual preferred stock and related surplus.......................................................... 0 Common Stock........................................................................................... 455,000 Surplus................................................................................................ 24,216,000 Retained Earnings...................................................................................... 5,533,000 Accumulated other comprehensive income................................................................. 1,674,000 Other Equity Capital components........................................................................ 0 Total equity capital (sum of item 23 through 27)....................................................... 31,878,000 Total liabilities and equity capital (sum of items 21,22, and 28....................................... 364,474,000

EX-99.1 10 g90475exv99w1.txt EX-99.1: FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.1 INTERNATIONAL SPEEDWAY CORPORATION LETTER OF TRANSMITTAL FOR TENDER OF ALL OUTSTANDING 4.20% SENIOR NOTES DUE 2009 IN EXCHANGE FOR REGISTERED 4.20% SENIOR NOTES DUE 2009 AND FOR TENDER OF ALL OUTSTANDING 5.40% SENIOR NOTES DUE 2014 IN EXCHANGE FOR REGISTERED 5.40% SENIOR NOTES DUE 2014 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. Deliver to the Exchange Agent: Wachovia Bank, National Association BY HAND/OVERNIGHT COURIER OR BY MAIL: WACHOVIA BANK, NATIONAL ASSOCIATION 1525 WEST W.T. HARRIS BOULEVARD, 3C3 CORPORATE TRUST OPERATIONS CHARLOTTE, NC 28288-1153 BY FACSIMILE (FOR ELIGIBLE INSTITUTIONS ONLY): (704) 590-7628 TO CONFIRM RECEIPT BY TELEPHONE: (704) 590-7413 ------------------- DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. The undersigned hereby acknowledges receipt and review of the Prospectus dated _____, 2004 (the "Prospectus"), of International Speedway Corporation, a Florida corporation (the "Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Company's offer (the "Exchange Offer") to exchange its 4.20% Senior Notes due 2009 and its 5.40% Senior Notes due 2014 (the "Registered Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement of which the Prospectus is a part, for a like principal amount of its issued and outstanding 4.20% Senior Notes due 2009 and 5.40% Senior Notes due 2014, respectively (the "Outstanding Notes"). Capitalized terms used but not defined herein have the respective meaning given to them in the Prospectus. IF YOU DESIRE TO EXCHANGE YOUR 4.20% SENIOR NOTES DUE 2009 FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF 4.20% SENIOR NOTES DUE 2009 AND/OR YOUR 5.40% SENIOR NOTES DUE 2014 FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF 5.40% SENIOR NOTES DUE 2014, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term "Expiration Date" shall mean the latest date to which the Exchange Offer is extended. The Company shall notify the Exchange Agent of any extension by oral or written notice and will make a public announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. This Letter of Transmittal is to be used by a holder of Outstanding Notes (i) if certificates of Outstanding Notes are to be forwarded herewith or (ii) if delivery of Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the "DTC") pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Outstanding Notes." Holders of Outstanding Notes whose Outstanding Notes are not immediately available, or who are unable to deliver their Outstanding Notes, this Letter of Transmittal and all other documents required by this Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date, or who are unable to complete the procedure for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." Delivery of documents to the DTC does not constitute delivery to the Exchange Agent. The term "holder" with respect to the Exchange Offer means any person in whose name Outstanding Notes are registered on the books of the Company, or any other person who has obtained a properly completed bond power from the registered holder. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Outstanding Notes must complete this Letter of Transmittal in its entirety. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT. List below the Outstanding Notes to which this Letter of Transmittal relates. If the space below is inadequate, list the registered numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.
DESCRIPTION OF OUTSTANDING NOTES TENDERED Name(s) and Address(es) of Registered Outstanding Note(s) Tendered Holder(s) Exactly as Name(s) -------------------------------------------------------------------------- Appear(s) on Outstanding Note(s) Maturity (Please Fill In, If Blank) Date of Aggregate Principal Principal Outstanding Registered Amount of Outstanding Amount Note(s) Number(s)* Note(s) Tendered** - -------------------------------------- ------------- ----------------- ----------------------- ------------------ ------------- ----------------- ----------------------- ------------------ ============= ================= ======================= ================== Total ============= ================= ======================= ==================
* NEED NOT BE COMPLETED BY BOOK-ENTRY HOLDERS. ** UNLESS OTHERWISE INDICATED, ANY TENDERING HOLDER OF OUTSTANDING NOTES WILL BE DEEMED TO HAVE TENDERED THE ENTIRE AGGREGATE PRINCIPAL AMOUNT REPRESENTED BY SUCH OUTSTANDING NOTES. ALL TENDERS MUST BE IN INTEGRAL MULTIPLES OF $1,000. __ CHECK HERE IF TENDERED OUTSTANDING NOTE(S) ARE ENCLOSED HEREWITH. __ CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING NOTE(S) ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY): Name of Tendering Institution: ------------------------------------------------ Account Number: ---------------------------------------------------------------- Transaction Code Number: ------------------------------------------------------ __ CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING NOTE(S) ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH (FOR USE BY ELIGIBLE INSTITUTIONS ONLY): Name(s) of Registered holder(s) of Outstanding Note(s): ----------------------- Date of Execution of Notice of Guaranteed Delivery: --------------------------- Window Ticket Number (if available): ------------------------------------------ Name of Eligible Institution that Guaranteed Delivery: ------------------------- Account Number (if delivered by book-entry transfer): __ CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO: Name: -------------------------------------------------------------------------- Address: ----------------------------------------------------------------------- - -------------------------------------------------------------------------------- Number of Additional Copies:_____________________ If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Registered Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Registered Notes and it has no arrangements or understandings with any Person to participate in a distribution of the Registered Notes. If the undersigned is a Broker-Dealer that will receive Registered Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for Registered Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the principal amount of Outstanding Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Outstanding Notes tendered in accordance with this Letter of Transmittal, the undersigned hereby exchanges, assigns and transfers to the Company all right, title and interest in and to the Outstanding Notes tendered for exchange hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact for the undersigned (with full knowledge that said Exchange Agent also acts as the agent for the Company in connection with the Exchange Offer) with respect to the tendered Outstanding Notes with full power of substitution to (i) deliver such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by the DTC, to the Company and deliver all accompanying evidences of transfer and authenticity and (ii) present such Outstanding Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest, subject only to the right of withdrawal described in the prospectus. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby and to acquire the Registered Notes issuable upon the exchange of such tendered Outstanding Notes, and that the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind, when the same are accepted for exchange by the Company. The undersigned has read and agrees to all of the terms of the Exchange Offer. The undersigned acknowledge(s) that this Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the "SEC"), including Exxon Capital Holdings Corporation, SEC No-Action Letter (available April 13, 1989), Morgan Stanley Co. Inc., SEC No-Action Letter (available June 5, 1991) (the "Morgan Stanley Letter") and Mary Kay Cosmetics, Inc., SEC No-Action Letter (available June 5, 1991), that the Registered Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Registered Notes are acquired in the ordinary course of such holders' business and such holders are not engaging in and have no arrangement or understanding with any person to participate in a distribution of such Registered Notes. The undersigned hereby further represent(s) to the Company that (i) any Registered Notes acquired in exchange for Outstanding Notes tendered hereby are being acquired in the ordinary course of business of the person receiving such Registered Notes, whether or not the undersigned, (ii) neither the undersigned nor any such other person is engaging in or intends to engage in a distribution of the Registered Notes, (iii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Registered Notes, (iv) neither the holder nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or, if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (v) if the undersigned is a broker-dealer, such person has acquired the Outstanding Notes as a result of market-making activities or other trading activities. If the undersigned or the person receiving the Registered Notes is a broker-dealer that is receiving Registered Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, the undersigned acknowledges that it or such other person will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that the undersigned or such other person is an "underwriter" within the meaning of the Securities Act. The undersigned acknowledges that if the undersigned is participating in the Exchange Offer for the purpose of distributing the Registered Notes (i) the undersigned cannot rely on the position of the staff of the SEC in certain no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Registered Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC, and (ii) failure to comply with such requirements in such instance could result in the undersigned incurring liability under the Securities Act for which the undersigned is not indemnified by the Company. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Outstanding Notes tendered hereby, including the transfer of such Outstanding Notes on the account books maintained by the DTC. For purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Outstanding Notes when, as and if the Company gives oral or written notice thereof to the Exchange Agent. Any tendered Outstanding Notes that are not accepted for exchange pursuant to the Exchange Offer for any reason will be returned, without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Delivery Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned acknowledges that the Company's acceptance of properly tendered Outstanding Notes pursuant to the procedures described under the caption "The Exchange Offer -- Procedures for Tendering Outstanding Notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Issuance Instructions," please issue the Registered Notes issued in exchange for the Outstanding Notes accepted for exchange and return any Outstanding Notes not tendered or not exchanged, in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail or deliver the Registered Notes issued in exchange for the Outstanding Notes accepted for exchange and any Outstanding Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signatures). In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the Registered Notes issued in exchange for the Outstanding Notes accepted for exchange in the name(s) of, and return any Outstanding Notes not tendered or not exchanged to, the person(s) so indicated. In the case of book-entry delivery of Outstanding Notes, the Exchange Agent will credit the account maintained by DTC with any Outstanding Notes not tendered. The undersigned recognizes that the Company has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Outstanding Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Outstanding Notes so tendered for exchange. SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 5 AND 6) (SEE INSTRUCTIONS 5 AND 6) To be completed ONLY (i) if Outstanding Notes in a To be completed ONLY if Outstanding Notes in a principal amount not tendered, or Registered Notes principal amount not tendered, or Registered Notes issued in exchange for Outstanding Notes accepted for Issued, in exchange for Outstanding Notes accepted exchange, are to be issued in the name of someone for exchange, are to be mailed or delivered to other than the undersigned or (ii) if Outstanding someone other than the undersigned or to the Notes tendered by book-entry transfer which are not undersigned at an address other than that shown below exchanged are to be returned by credit to an account the undersigned's signature. maintained at the DTC. Mail or deliver Registered Notes and/or Outstanding Issue Registered Notes and/or Outstanding Notes to: Notes to: Name: Name: ------------------------------------------------ ------------------------------------------------ Address: Address: --------------------------------------------- --------------------------------------------- - ----------------------------------------------------- ------------------------------------------------------- (include Zip Code) (include Zip Code) (Tax Identification or Social Security Number) (Tax Identification or Social Security Number) (Please Type or Print) (Please Type or Print)

__ Credit unexchanged Outstanding Notes delivered by book-entry transfer to the DTC account set forth below: DTC Account Number: ------------------------------------------------------------ IMPORTANT PLEASE SIGN HERE WHETHER OR NOT OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW) X - ------------------------------------------------------------------------------- X - ------------------------------------------------------------------------------- (Signature(s) of Registered Holders of Outstanding Notes) DATED _____________________________________________________________, 2004 (The above lines must be signed by the registered holder(s) of Outstanding Notes as your name(s) appear(s) on the Outstanding Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Outstanding Notes to which this Letter of Transmittal relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (i) set forth his or her full title below and (ii), unless waived by the Company, submit evidence satisfactory to the Company of such person's authority so to act. See Instruction 5 regarding the completion of this Letter of Transmittal, printed below.) Name(s): ----------------------------------------------------------------------- (Please Type or Print) Capacity: ---------------------------------------------------------------------- Address: ----------------------------------------------------------------------- (Include Zip Code) Area Code and Telephone Number: ------------------------------------------------ - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- MEDALLION SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 5) Certain signatures must be Guaranteed by an Eligible Institution. Signature(s) Guaranteed by an Eligible Institution: ---------------------------------------------------------- (Authorized Signature) - -------------------------------------------------------------------------------- (Title) - -------------------------------------------------------------------------------- (Name of Firm) - -------------------------------------------------------------------------------- (Address, Include Zip Code) - -------------------------------------------------------------------------------- (Area Code and Telephone Number) Dated: __________________________________________________________________ , 2004 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES OR BOOK-ENTRY CONFIRMATIONS. All physically delivered Outstanding Notes or any confirmation of a book-entry transfer to the Exchange Agent's account at the DTC of Outstanding Notes tendered by book-entry transfer (a "Book-Entry Confirmation"), as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. THE METHOD OF DELIVERY OF THE TENDERED OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE COMPANY. 2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Outstanding Notes and (a) whose Outstanding Notes are not immediately available, (b) who cannot deliver their Outstanding Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date or (c) who are unable to comply with the applicable procedures under DTC's Automated Tender Offer Program on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or a trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act (each an "Eligible Institution"); (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) or a properly transmitted agent's message and Notice of Guaranteed Delivery setting forth the name and address of the holder of the Outstanding Notes, the registration number(s) of such Outstanding Notes and the total principal amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or facsimile hereof) or agent's message in lieu hereof, together with the Outstanding Notes in proper form for transfer (or a Book-Entry Confirmation) and any other documents required hereby, will be deposited by the Eligible Institution with the Exchange Agent; and (iii) the certificates for all physically tendered shares of Outstanding Notes, in proper form for transfer (or Book-Entry Confirmation, as the case may be), this Letter of Transmittal (or facsimile hereof) or agent's message and all other documents required hereby are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Any holder of Outstanding Notes who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date. Upon request of the Exchange Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to tender their Outstanding Notes according to the guaranteed delivery procedures set forth above. See "The Exchange Offer -- Guaranteed Delivery Procedures" section of the Prospectus. 3. TENDER BY HOLDER. Only a holder of Outstanding Notes may tender such Outstanding Notes in the Exchange Offer. Any beneficial holder of Outstanding Notes who is not the registered holder and who wishes to tender should arrange with the registered holder to execute and deliver this Letter of Transmittal on his behalf or must, prior to completing and executing this Letter of Transmittal and delivering his Outstanding Notes, either make appropriate arrangements to register ownership of the Outstanding Notes in such holder's name or obtain a properly completed bond power from the registered holder. 4. PARTIAL TENDERS. Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Outstanding Notes is tendered, the tendering holder should fill in the principal amount tendered in the fifth column of the box entitled "Description of Outstanding Notes Tendered" above. The entire principal amount of Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Outstanding Notes is not tendered, then Outstanding Notes for the principal amount of Outstanding Notes not tendered and Registered Notes issued in exchange for any Outstanding Notes accepted will be sent (or, if tendered by book-entry transfer, returned by credit to the account at DTC designated herein) to the holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, promptly after the Outstanding Notes are accepted for exchange. 5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; MEDALLION GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is signed by the record holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Outstanding Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a participant in the DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the Outstanding Notes. If this Letter of Transmittal (or facsimile hereof) is signed by the registered holder or holders of Outstanding Notes listed and tendered hereby and the Registered Notes issued in exchange therefor are to be issued (or any untendered principal amount of Outstanding Notes is to be reissued) to the registered holder, then said holder need not and should not endorse any tendered Outstanding Notes, nor provide a separate bond power. In any other case, such holder must either properly endorse the Outstanding Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by an Eligible Institution. If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered holder or holders of any Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by appropriate bond powers, in each case signed as the name of the registered holder or holders appears on the Outstanding Notes. If this Letter of Transmittal (or facsimile hereof) or any Outstanding Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority to act must be submitted with this Letter of Transmittal. Endorsements on Outstanding Notes or signatures on bond powers required by this Instruction 5 must be guaranteed by an Eligible Institution. NO SIGNATURE GUARANTEE IS REQUIRED IF (i) THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(s) OF THE OUTSTANDING NOTES TENDERED HEREIN (OR BY A PARTICIPANT IN THE DTC WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE TENDERED OUTSTANDING NOTES) AND THE REGISTERED NOTES ARE TO BE ISSUED DIRECTLY TO SUCH REGISTERED HOLDER(s) (OR, IF SIGNED BY A PARTICIPANT IN THE DTC, DEPOSITED TO SUCH PARTICIPANT'S ACCOUNT AT SUCH DTC) AND NEITHER THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" NOR THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" HAS BEEN COMPLETED OR (II) SUCH OUTSTANDING NOTES ARE TENDERED FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION. IN ALL OTHER CASES, ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. 6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should indicate, in the applicable box or boxes, the name and address (or account at the DTC) to which Registered Notes or substitute Outstanding Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. 7. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer. If, however, Registered Notes or Outstanding Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Outstanding Notes tendered hereby, or if tendered Outstanding Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. 8. TAX IDENTIFICATION NUMBER. FEDERAL INCOME TAX LAW REQUIRES THAT A HOLDER OF ANY OUTSTANDING NOTES OR REGISTERED NOTES MUST PROVIDE THE COMPANY (AS PAYER) WITH ITS CORRECT TAXPAYER IDENTIFICATION NUMBER ("TIN"), WHICH, IN THE CASE OF A HOLDER WHO IS AN INDIVIDUAL IS HIS OR HER SOCIAL SECURITY NUMBER. IF THE COMPANY IS NOT PROVIDED WITH THE CORRECT TIN, THE HOLDER MAY BE SUBJECT TO A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 28% ON INTEREST PAYMENTS ON THE REGISTERED NOTES. TO PREVENT BACKUP WITHHOLDING, EACH TENDERING HOLDER MUST PROVIDE SUCH HOLDER'S CORRECT TIN BY COMPLETING THE SUBSTITUTE FORM W-9 SET FORTH HEREIN, CERTIFYING THAT THE TIN PROVIDED IS CORRECT (OR THAT SUCH HOLDER IS AWAITING A TIN) AND THAT (i) SUCH HOLDER IS EXEMPT FROM BACKUP WITHHOLDING, (II) THE HOLDER HAS NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT SUCH HOLDER IS SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR (III) THE INTERNAL REVENUE SERVICE HAS NOTIFIED THE HOLDER THAT SUCH HOLDER IS NO LONGER SUBJECT TO BACKUP WITHHOLDING. IF THE REGISTERED NOTES WILL BE REGISTERED IN MORE THAN ONE NAME OR WILL NOT BE IN THE NAME OF THE ACTUAL OWNER, CONSULT THE INSTRUCTIONS ON INTERNAL REVENUE SERVICE FORM W-9, WHICH MAY BE OBTAINED FROM THE EXCHANGE AGENT, FOR INFORMATION ON WHICH TIN TO REPORT. CERTAIN FOREIGN INDIVIDUALS AND ENTITIES WILL NOT BE SUBJECT TO BACKUP WITHHOLDING OR INFORMATION REPORTING IF THEY SUBMIT A FORM W-8, SIGNED UNDER PENALTIES OF PERJURY, ATTESTING TO THEIR FOREIGN STATUS. A FORM W-8 CAN BE OBTAINED FROM THE EXCHANGE AGENT. THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION TO TAKE WHATEVER STEPS ARE NECESSARY TO COMPLY WITH THE COMPANY'S OBLIGATIONS REGARDING BACKUP WITHHOLDING. 9. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the Company's acceptance of which would, in the opinion of the Company or its counsel, be unlawful. The Company also reserves the absolute right to waive any conditions of the Exchange Offer or defects or irregularities of tenders as to particular Outstanding Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Each tendering holder, by execution of a Letter of Transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Notes nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed made until such defects or irregularities have been cured or waived. Any outstanding notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the Letter of Transmittal, as soon as practicable following the Expiration Date. 10. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive, in whole or part, any of the conditions to the Exchange Offer set forth in the Prospectus. 11. NO CONDITIONAL TENDER. No alternative, conditional, irregular or contingent tender of Outstanding Notes on transmittal of this Letter of Transmittal will be accepted. 12. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. 13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. 14. ACCEPTANCE OF TENDERED OUTSTANDING NOTES AND ISSUANCE OF REGISTERED NOTES; RETURN OF OUTSTANDING NOTES. Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Outstanding Notes as soon as practicable after the Expiration Date and will issue Registered Notes therefor as soon as practicable thereafter. For purposes of the Exchange Offer, the Company shall be deemed to have accepted tendered Outstanding Notes when the Company has given written or oral notice thereof to the Exchange Agent and complied with the applicable provisions of the Registration Rights Agreement. If any tendered Outstanding Notes are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Outstanding Notes will be returned, without expense, to the undersigned at the address shown above (or credited to the undersigned's account at the DTC designated above) or at a different address as may be indicated under the box entitled "Special Delivery Instructions." 15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption "The Exchange Offer -- Withdrawal of Tenders." Any permitted withdrawal of Outstanding Notes may not be rescinded. Any Outstanding Notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer. IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF (TOGETHER WITH THE OUTSTANDING NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR, AS THE CASE MAY BE, THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE EXPIRATION DATE. ---------------------- SOCIAL SECURITY NUMBER SUBSTITUTE OR FORM W-9 PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ------------------------------ EMPLOYER IDENTIFICATION NUMBER - ------------------------------------------ -------------------------------------------------- ------------------------------------ PART 2 -- CERTIFICATION -- UNDER PENALTIES OF PART 3 -- PERJURY, I CERTIFY THAT: -------------------------------------------------- ------------------------------------ (1) THE NUMBER SHOWN ON THIS FORM IS MY AWAITING TIN ___ CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I HAVE CHECKED THE BOX IN PART 3 AND EXECUTED THE CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER BELOW) AND (2) I AM NOT SUBJECT TO BACK WITHHOLDING PLEASE COMPLETE THE CERTIFICATE OF - -------------------------------------- EITHER BECAUSE I HAVE NOT BEEN AWAITING TAXPAYER IDENTIFICATION NAME NOTIFIED BY THE INTERNAL NUMBER BELOW. REVENUE SERVICE ("IRS") THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A - -------------------------------------- RESULT OF FAILURE TO REPORT ALL INTEREST ADDRESS (NUMBER AND STREET) OR DIVIDENDS, OR THE IRS HAS NOTIFIED ME THAT I AM NO LONGER - -------------------------------------- SUBJECT TO BACKUP WITHHOLDING. CITY, STATE AND ZIP CODE ----------------------------------------- ------------------------------------ DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE PAYOR'S REQUEST FOR TAXPAYER CERTIFICATE INSTRUCTIONS -- YOU MUST CROSS OUT ITEM (2) IN PART 2 ABOVE IF YOU HAVE IDENTIFICATION NUMBER (TIN) BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN. HOWEVER, IF AFTER BEING NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING YOU RECEIVED ANOTHER NOTIFICATION FROM THE IRS STATING THAT YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING, DO NOT CROSS OUT ITEM (2). SIGNATURE_________________________________ DATE _______________________ , 2004

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE NEW NOTES. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND EITHER (A) I HAVE MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (B) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT, WITH CERTAIN LIMITED EXCEPTIONS FOR PAYMENTS MADE WITHIN 60 DAYS HEREOF, 28% OF ALL REPORTABLE PAYMENTS MADE TO ME BEFORE I PROVIDE A NUMBER WILL BE WITHHELD. , 2004 - ------------------------------------------------- --------------- SIGNATURE Date EX-99.2 11 g90475exv99w2.txt EX-99.2: FORM OF NOTICE OF GUARANTED DELIVERY EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF ALL OUTSTANDING 4.20% SENIOR NOTES DUE 2009 IN EXCHANGE FOR REGISTERED 4.20% SENIOR NOTES DUE 2009 AND FOR TENDER OF ALL OUTSTANDING 5.40% SENIOR NOTES DUE 2014 IN EXCHANGE FOR REGISTERED 5.40% SENIOR NOTES DUE 2014 This form, or one substantially equivalent hereto, must be used by a holder to accept the Exchange Offer of International Speedway Corporation, a Florida corporation (the "Company"), and to tender 4.20% Senior Notes due 2009 and 5.40% Senior Notes due 2014 (the "Outstanding Notes") to the Exchange Agent pursuant to the guaranteed delivery procedures described in "The Exchange Offer - Guaranteed Delivery Procedures" of the Company's Prospectus, dated _________________, 2004 (the "Prospectus"), and in Instruction 2 to the related letter of transmittal (the "Letter of Transmittal"). Any holder who wishes to tender Outstanding Notes pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the Expiration Date (as defined below) of the Exchange Offer. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: Wachovia Bank, National Association FOR HAND/OVERNIGHT COURIER OR BY MAIL: WACHOVIA BANK, NATIONAL ASSOCIATION 1525 WEST W.T. HARRIS BOULEVARD, 3C3 CORPORATE TRUST OPERATIONS CHARLOTTE, NC 28288-1153 BY FACSIMILE (FOR ELIGIBLE INSTITUTIONS ONLY): (704) 590 - 7628 TO CONFIRM RECEIPT BY TELEPHONE: (704) 590 - 7413 --------------------- DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE IN THE BOX PROVIDED ON THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES. Ladies and Gentlemen: The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal. The undersigned understands that tenders of the Outstanding Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned also understands that tenders of the Outstanding Notes pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal of a tender of notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under "The Exchange Offer - Withdrawal of Tenders." The undersigned understands that the exchange of any Registered Notes for Outstanding Notes will be made only after timely receipt by the exchange agent of (i) the certificates of the tendered notes, in proper form for transfer (or a book-entry confirmation of the transfer of such notes into the exchange agent's account at The Depository Trust Company ("DTC")), and (ii) a Letter of Transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the Letter of Transmittal (or a properly transmitted agent's message), within three New York Stock Exchange trading days after the Expiration Date. All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned. The undersigned hereby tenders the Outstanding Notes listed below:
Maturity Date of Certificate Number(s) (if known) of Aggregate Principal Aggregate Principal Outstanding Notes Outstanding Note(s) [or Account Number at Amount Represented Amount Tendered the DTC] - ------------------------ ---------------------------------------------- ---------------------- --------------------- - ------------------------ ---------------------------------------------- ---------------------- --------------------- - -------------------------------------------------------------------------------------------------------------------- PLEASE SIGN AND COMPLETE Names of Record Holder(s): Signature(s): ---------------------------------------- ---------------------------- Address: ---------------------------------------------------------- Dated: , 2004 - ------------------------------------------------------------------ ----------------------------- Area Code and Telephone Number(s): ------------------------------- - ------------------------------------------------------------------
THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE HOLDER(s) EXACTLY AS THEIR NAME(s) APPEAR ON CERTIFICATES FOR OUTSTANDING NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF OUTSTANDING NOTES, OR BY PERSON(s) AUTHORIZED TO BECOME HOLDER(s) BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY. IF SIGNATORY IS A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST PROVIDE THE FOLLOWING INFORMATION. PLEASE PRINT NAME(s) AND ADDRESS(ES) Name(s): - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Capacity: - -------------------------------------------------------------------------------- Address(es): - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm which is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof) or agent's message in lieu thereof, together with the Outstanding Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Notes into the Exchange Agent's account at the DTC described in the Prospectus under the caption "The Exchange Offer - Guaranteed Delivery Procedures" and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days after the Expiration Date. Name of Firm: ------------------------------------------- ------------------------------------------------------- (AUTHORIZED SIGNATURE) Address: ----------------------------------------------- (INCLUDE ZIP CODE) Name: ------------------------------------------------- Area Code and Tel. Number: Title: - --------------------------------------------------------- ------------------------------------------------- (PLEASE TYPE OR PRINT) Date: , 2004 -------------------------------------

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY 1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 of the Letter of Transmittal. 2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signature(s) must correspond with the name(s) written on the face of the Outstanding Notes without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of the DTC whose name appears on a security position listing as the owner of the Outstanding Notes, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Notes. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed or a participant of the DTC, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the Outstanding Notes [or signed as the name of the participant shown on the DTC's security position listing]. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit with the Letter of Transmittal evidence satisfactory to the Exchange Agent of such person's authority to so act. 3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions, requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer. EX-99.3 12 g90475exv99w3.txt EX-99.3: FORM OF LETTER TO THE DEPOSITORY TRUST COMPANY PARTICIPANTS EXHIBIT 99.3 INTERNATIONAL SPEEDWAY CORPORATION LETTER TO DEPOSITORY TRUST COMPANY PARTICIPANTS FOR TENDER OF ALL OUTSTANDING 4.20% SENIOR NOTES DUE 2009 IN EXCHANGE FOR 4.20% SENIOR NOTES DUE 2009 AND FOR TENDER OF ALL OUTSTANDING 5.40% SENIOR NOTES DUE 2014 IN EXCHANGE FOR REGISTERED 5.40% SENIOR NOTES DUE 2014 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _____, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). Outstanding Notes tendered in the Exchange Offer may be withdrawn at any time prior to 5:00 P.M., New York City time, on the Expiration Date. To Depository Trust Company Participants: We are enclosing herewith the material listed below relating to the offer by International Speedway Corporation, a Florida corporation (the "Company"), to exchange its 4.20% Senior Notes due 2009 and its 5.40% Senior Notes due 2014 (the "Registered Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 4.20% Senior Notes due 2009 and 5.40% Senior Notes due 2014, respectively (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Company's Prospectus, dated _________________, 2004, and the related Letter of Transmittal (which together constitute the "Exchange Offer"). Enclosed herewith are copies of the following documents: 1. Prospectus dated __________________, 2004; 2. Letter of Transmittal (together with accompanying Substitute Form W-9 Guidelines); 3. Notice of Guaranteed Delivery; and 4. Letter that may be sent to your clients for whose account you hold Outstanding Notes in your name or in the name of your nominee, with space provided for obtaining such client's instruction with regard to the Exchange Offer. We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date, unless extended. The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered. Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will represent to the Company that (i) the Registered Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such Registered Notes, whether or not the undersigned, (ii) neither the undersigned nor any such other person is engaging in or intends to engage in a distribution of the Registered Notes, (iii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution within the meaning of the Securities Act of such Registered Notes, (iv) if the undersigned is not a broker-dealer, or is a broker-dealer but will not receive Registered Notes for its own account in exchange for Outstanding Notes, neither the undersigned nor any such other person is engaged in or intends to participate in the distribution of such Registered Notes and (v) neither the undersigned nor any such other person is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or, if the undersigned is an "affiliate," that the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is a broker-dealer (whether or not it is also an "affiliate") that will receive Registered Notes for its own account in exchange for Outstanding Notes, it represents that such Outstanding Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Registered Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Registered Notes, the undersigned is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The enclosed Letter to Clients contains an authorization by the beneficial owners of the Outstanding Notes for you to make the foregoing representations. The Company will not pay any fee or commission to any broker or dealer to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Outstanding Notes to it, except as otherwise provided in Instruction 7 of the enclosed Letter of Transmittal. Additional copies of the enclosed material may be obtained from the undersigned. Very truly yours, INTERNATIONAL SPEEDWAY CORPORATION NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF INTERNATIONAL SPEEDWAY CORPORATION OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL. EX-99.4 13 g90475exv99w4.txt EX-99.4: FORM OF LETTER TO CLIENTS EXHIBIT 99.4 INTERNATIONAL SPEEDWAY CORPORATION LETTER TO CLIENTS FOR TENDER OF ALL OUTSTANDING 4.20% SENIOR NOTES DUE 2009 IN EXCHANGE FOR REGISTERED 4.20% SENIOR NOTES DUE 2009 AND FOR TENDER OF ALL OUTSTANDING 5.40% SENIOR NOTES DUE 2014 IN EXCHANGE FOR REGISTERED 5.40% SENIOR NOTES DUE 2014 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. To Our Clients: We are enclosing herewith a Prospectus, dated _____________, 2004, of International Speedway Corporation, a Florida corporation (the "Company"), and a related Letter of Transmittal, which together constitute (the "Exchange Offer") relating to the offer by the Company, to exchange its 4.20% Senior Notes due 2009 and its 5.40% Senior Notes due 2014 (the "Registered Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 4.20% Senior Notes due 2009 and 5.40% Senior Notes due 2014, respectively (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Exchange Offer. The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered. We are the holder of record of Outstanding Notes held by us for your own account. A tender of such Outstanding Notes can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Outstanding Notes held by us for your account. We request instructions as to whether you wish to tender any or all of the Outstanding Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We urge you to read carefully the prospectus and the Letter of Transmittal and other material provided herewith before instructing us to tender your outstanding notes. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal. Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will represent to the Company that (i) the Registered Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned, (ii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution within the meaning of the Securities Act of such Registered Notes, (iii) if the undersigned is not a broker-dealer, or is a broker-dealer but will not receive Registered Notes for its own account in exchange for Outstanding Notes, neither the undersigned nor any such other person is engaged in or intends to participate in the distribution of such Registered Notes and (iv) neither the undersigned nor any such other person is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or, if the undersigned is an "affiliate," that the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is a broker-dealer (whether or not it is also an "affiliate") that will receive Registered Notes for its own account in exchange for Outstanding Notes, it represents that such Outstanding Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Registered Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Registered Notes, the undersigned is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Very truly yours, INTERNATIONAL SPEEDWAY CORPORATION PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE. INSTRUCTION TO BOOK ENTRY TRANSFER PARTICIPANT To Participant of the DTC: The undersigned hereby acknowledges receipt of the Prospectus dated _____________, 2004 (the "Prospectus"), of International Speedway Corporation, a Florida corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal") that together constitute the Company's offer (the "Exchange Offer") to exchange its 4.20% Senior Notes due 2009 and its 5.40% Senior Notes due 2014 (the "Registered Notes"), for all of its issued and outstanding 4.20% Senior Notes due 2009 and 5.40% Senior Notes due 2014, respectively (the "Outstanding Notes"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal. This will instruct you, the DTC participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned. The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (FILL IN AMOUNT): $__________________ of 4.20% Senior Notes due 2009. $__________________ of 5.40% Senior Notes due 2014. $__________________ (TOTAL). WITH RESPECT TO THE EXCHANGE OFFER, THE UNDERSIGNED HEREBY INSTRUCTS YOU (CHECK APPROPRIATE BOX): [ ] TO TENDER THE FOLLOWING AMOUNT OF OUTSTANDING NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED (INSERT PRINCIPAL AMOUNT OF OUTSTANDING NOTES TO BE TENDERED) (IF ANY): $__________________ OF 4.20% SENIOR NOTES DUE 2009; AND $__________________ OF 5.40% SENIOR NOTES DUE 2014. [ ] NOT TO TENDER ANY OUTSTANDING NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED. If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned by, its signature below, hereby makes to you), the representations contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited to, the representations that (i) the Registered Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned, (ii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), of such Registered Notes, (iii) if the undersigned is not a broker-dealer, or is a broker-dealer but will not receive Registered Notes for its own account in exchange for Outstanding Notes, neither the undersigned nor any such other person is engaged in or intends to participate in the distribution of such Registered Notes and (iv) neither the undersigned nor any such other person is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or, if the undersigned is an "affiliate," that the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is a broker-dealer (whether or not it is also an "affiliate") that will receive Registered Notes for its own account in exchange for Outstanding Notes, it represents that such Outstanding Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Registered Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Registered Notes, the undersigned is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act. SIGN HERE Name of beneficial owner(s): ---------------------------------------------------- Signature(s): ------------------------------------------------------------------- Name(s) (please print): --------------------------------------------------------- Address: ------------------------------------------------------------------------ Telephone Number: --------------------------------------------------------------- Taxpayer Identification or Social Security Number: ------------------------------ Date: --------------------------------------------------------------------------- GRAPHIC 14 g90475g9047501.gif GRAPHIC begin 644 g90475g9047501.gif M1TE&.#EAW@!&`,0``/_____,S/^9S/^9F?]F9O\S,_\`,_\``,S__\S,_\S, MS,P``)G,S)F9S)F9F9D``&:9S&9F9F8``#-FS#-FF3,S,S,````SF0`````` M`````````````````````````"'Y!```````+`````#>`$8```7_("".9#DJ MCE-56.N^\+M&J6+>>*[O?.__P*!PV$-%8LBDTE6AV8C0J'1*K0I5RZQ66:E9 MO^"PN*HX;L]H9/(Z0,$Z6HJ-"GUE=00FJJZL(0T8Q@:2SM"282PX\"0T0 M$Q07P,'"PQ03$Q`-#:H\1J:)=[71E8=:$3J[$\/:V]S"Q<@*"3FP,M#2YVT* M6[DX#+_=\/'=%,CB-V6FDNC[5LY(["8:O)-'[%BR9`QV'4QF;."V8YOV.)*A MB9_%5]5N)'!(D!X#*`D8-/"UC9Z]$IZ8_YB[R%+'K5@W&!`4-N%CB0`#:"KUZ]@OQKP M.4!`@!*[(#@T:8*I"QI0H6JY873>R0$%PG;E"52H7YPZ>7XE>Y8J`[7!Z$6< M^"PNRRS62C2P>L%>@+Q@#1`H'$1HX+T#.`/`EAC"8D@5':/+,E5$76Y911C( M/`",`+RS?0H@D0#Q!;9+L3A578NU"VG%E8WJ%!!1`**X0\,D[RF#07@@=7@@M$MI18$2OV7 M785BO`1#:Q!8]81R"D)UV`0GD>`(A2A.H4X6)<@T$P0CS!8C5`CPLMY^*^78 M#W^MZ424VUDU:``%.K5?1%*(&I8%BS" ME*26SLKH`ACTR=2DN>KZU::M:;=%EZLF%Y8!N^UG@;!>/1`9`(Y8\`#_M+,Z MJD,9UF++:*TYGAI)"2TF"Z9>AXH0P;786B"""A($Z^VBX-Y30;SS+BIMEA>N M2"YE7P(P@)"#G:7`L]A*<,>]\N8;EL+VXNNP7NYFN2.3K@%L&68'0%=8HM@Z M&H$%#4_\E;9+C5RRR1!G"8"*,62H\0@YH21KNQBP:S*C+8_@0+<[AX6RRP#T M*X,)@1)SI+/>/H#!RD$W^N@)]T9-<9_:7;S$U(!2=D%L):SK+=16UTLMR5:' MM2_1(\`,"EI)"[H4PFD'W7,$-]?]5<5LCV#T"ZVI"C`)(.NMUP*;RHFGSEX- M7;7)B.?9<,]]BW!&X'%[(XX#>1L^[!HF2GQ`_\L5,-ZTG#6DP#"F7%>^YN5P M>TU!`A5X_G"Q^U6-YA M2S#M\&T7W[77$(1I>U>^8TUMT60S^L"$16"`_0UN^UL"\L%T3[#G"Z#.`^_S MG@^$^&RW#SC27ON-`CAF.\19($"V,)VP]+<^*OSM?^\+(`4NLZCRG0Z!G,O7 MT!HXA0?2*8(=@8`#N$(O!>[L`=,[`=V\)3P.2L$?LM!!N;A!CQ$24"^^ZUS: M4DB^?%'.A1ULP0=[,,/2*.^&%7Q4].I6*[QIL'5`I`+_;E`N>APQ838XF`7G MY:@5MFN*481#0D3@Q?]L<>U@)MR9Z+#U`.J%D11B^V+8@/8]8;5P3/NQ51:? MH`^N&:1K;&.A[N>CPXA,]:D+T(8(<:77`!)K=$ M)B&ZH&@MZ"0&'M&"/T!1-4O4U2E1,K(T.E("4SP$.W84F1VAYBTL:`(NF9`( M3'Q"#I`(IAM;DL&$#=-&973D`9JWK7MQ#1+LR$]0M$)1N8*7-8,);4PY()^WD&3=/#DU,Q``TVRX&)@/`=!'1:Y.$V* MIT_;64_S%*IAS;*0?RRD'@QI2#Y@R8]-?>H>*U1,9<[K@"+EZ2K?^(5Q6E54 MTW-`5GV84ZX"`:!?U57]R(+R8G\`YG1=*\0CI)>>EZ6N:+'9TB.`5PC)S9;G M4%A>%8Z5G,_4[#Y'BP$<3RH0/%5ARQC!NPHU7(*$;_U4%)AXE*#5Q MIK]2JPLX?@13_AN$\])K#R;58$>+U8D;F0!>KMS5E,V:#@S$Z -----END PRIVACY-ENHANCED MESSAGE-----


Florida	7948	59-0709342
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)






		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering Price	Aggregate	Amount of
Securities to be Registered	Registered(1)	Per Unit	Offering Price	Registration Fee


4.20% Senior Notes due 2009	$150,000,000	99.788%	$149,682,000	$18,970

5.40% Senior Notes due 2014	$150,000,000	99.925%	$149,887,500	$19,000

Total	$300,000,000	—	$299,569,500	$37,970


	State or Other
	Jurisdiction of
	Incorporation or		(I.R.S. Employer
(Exact Name of Co-Registrant as Specified in its Charter)	Organization		Identification No.)		CIK

380 Development, LLC		Delaware		03-0544847	0001299217
88 Corp.		Delaware		59-3617615	0001101988
Americrown Service Corporation		South Carolina		57-0883984	0001101987
ASC Holdings, Inc.		Kansas		43-1897782	0001168810
ASC Promotions, Inc.		Florida		59-3331895	0001101947
The California Speedway Corporation		Delaware		51-0356392	0001101986
Chicago Holdings, Inc.		Nevada		88-0416418	0001101994
Darlington Raceway of South Carolina, LLC		Delaware		59-0736394	0001101946
Daytona International Speedway, LLC		Delaware		59-3652372	0001168822
Event Equipment Leasing, Inc.		Florida		59-3427471	0001101983
Event Support Corporation		Florida		59-3071610	0001101985
Great Western Sports, Inc.		Arizona		86-0645773	0001101975
HBP, Inc.		Delaware		88-0463144	0001168812
Homestead-Miami Speedway, LLC		Delaware		65-0770539	0001168823
International Speedway, Inc.		Delaware		88-0463145	0001168813
ISC Properties, Inc.		Florida		59-3474678	0001168825
ISC Publications, Inc.		Florida		59-3613572	0001101972
ISC.Com, LLC		Delaware		59-3685866	0001168814
Kansas Speedway Corporation		Kansas		59-3479464	0001101968
Kansas Speedway Development Corp.		Kansas		48-1221732	0001101960
Leisure Racing, Inc.		Delaware		88-0508302	0001168818
Martinsville International, Inc.		Delaware		38-3348816	0001101952
Miami Speedway Corp.		Nevada		59-3457913	0001101959
Michigan International Speedway, Inc.		Michigan		38-2017433	0001101958
Motor Racing Network, Inc.		Florida		59-3613374	0001168821
Motorsports Acceptance Corporation		Delaware		88-0463146	0001168811
Motorsports International Corp.		Pennsylvania		23-1987125	0001101957
New York International Speedway Corp.		Delaware		22-3642636	0001101956
North American Testing Company		Florida		59-1319218	0001101955
Pennsylvania International Raceway, Inc.		Pennsylvania		52-1475334	0001101951
Phoenix Speedway Corp.		Delaware		59-3452831	0001101950
Richmond International Raceway, Inc.		Delaware		54-1964288	0001101992
Rocky Mountain Speedway Corporation		Colorado		91-1963093	0001101948
Southeastern Hay & Nursery, Inc.		Florida		47-0861745	0001284155
Talladega Superspeedway, LLC		Delaware		62-1821066	0001168824
Watkins Glen International Inc.		Delaware		16-1209038	0001101989


All Outstanding 4.20% Senior Notes due 2009		All Outstanding 5.40% Senior Notes due 2014
for		for
Registered 4.20% Senior Notes due 2009		Registered 5.40% Senior Notes due 2014



	Obligations Due by Period

			Less Than		2-3				After 5
	Total		One Year		Years		4-5 Years		Years

Long-term debt	$	376,885	$	7,390	$	1,140	$	151,685	$	216,670
Track facility operating agreement		43,650		2,220		4,440		4,440		32,550
Other operating leases		11,611		3,377		3,737		1,175		3,322

Total Contractual Cash Obligations	$	432,146	$	12,987	$	9,317	$	157,300	$	252,542


1801 West International Speedway Boulevard Daytona Beach, Florida 32114 (386) 254-2700 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		Glenn R. Padgett Chief Counsel — Operations 1801 West International Speedway Boulevard Daytona Beach, Florida 32114 (386) 947-6446 (Name, address, including zip code, and telephone number, including area code, of agent for service)


	Page

Summary		1
Risk Factors		17
Use of Proceeds		23
Capitalization		23
Selected Financial Data		24
Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
Motorsports Industry Overview		41
Business		48
The Exchange Offer		62
Description of The Registered Notes		70
Material United States Federal Income Tax Consequences		83
Plan of Distribution		84
Independent Certified Public Accountants		84
Legal Matters		84
Where You Can Find More Information		84
Documents Incorporated by Reference		85


	*The registered notes are unsecured and unsubordinated.*


	If you do not properly tender your outstanding notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will remain restricted and may be adversely affected.


	*An active trading market may not develop for the notes.*


	Federal or state laws allow courts, under specific circumstances, to void debts, including guarantees, and could require holders of notes to return payments received from us and the subsidiary guarantors.


	*Our success depends on our relationships with motorsports sanctioning bodies, particularly NASCAR.*


	*Postponement and/or cancellation of major motorsports events could adversely affect us.*


	*Our financial results depend significantly on consumer and corporate spending.*


	*Certain of our senior executives may have potential conflicts of interest.*


	*Our success depends on the availability and performance of key personnel.*


	*The IRS is currently performing a periodic examination of certain of our federal income tax returns that could result in a material negative impact on cash flow.*


	*We are subject to changing governmental regulations and legal standards that could increase our expenses.*


	*We may be unable to acquire or develop new motorsports facilities.*


	*Governmental regulation may adversely affect the availability of sponsorships and advertising.*



					For the Year Ended November 30,										Six Months Ended May 31,

					1999		2000		2001		2002		2003		2003		2004


															(Unaudited)

					(Dollars in thousands)
Income Statement Data:
	Revenues:
		Admissions, net			$	129,966	$	186,192	$	207,898	$	207,080	$	204,831	$	88,302	$	90,623
		Motorsports related income				112,113		168,225		224,336		243,603		267,063		117,138		135,956
		Food, beverage and merchandise income				46,036		66,392		69,863		69,791		74,087		31,154		33,686
		Other income				2,587		4,900		5,218		7,283		6,089		2,871		3,118

				Total revenues		290,702		425,709		507,315		527,757		552,070		239,465		263,383
	Expenses:
		Direct expenses:
			Prize and point fund monies and NASCAR sanction fees			42,946		65,389		79,973		88,486		97,938		42,457		46,641
			Motorsports related expenses			50,568		79,977		96,137		97,030		100,147		43,350		46,916
			Food, beverage and merchandise expenses			25,240		38,223		37,897		37,749		41,250		17,494		20,751
		General and administrative expenses				54,061		72,901		77,534		77,948		83,584		39,596		43,260
		Depreciation and amortization				23,807		47,117		50,679		39,157		42,135		20,510		22,020
		Impairment of long-lived assets				—		—		—		—		—		—		13,217
		Homestead-Miami Speedway track				—		—		—		—		2,829		2,829		—
				reconfiguration

				Total expenses		196,622		303,607		342,220		340,370		367,883		166,236		192,805



			Three Months						Six Months
			Ended						Ended

			May 31,			May 31,			May 31,			May 31,
			2003			2004			2003			2004


			(Unaudited)
Revenues:
	Admissions, net			36.5	%		34.8	%		36.9	%		34.4	%
	Motorsports related income			49.5			50.8			48.9			51.6
	Food, beverage and merchandise income			12.7			13.1			13.0			12.8
	Other income			1.3			1.3			1.2			1.2

		Total revenues		100.0			100.0			100.0			100.0


	*Comparison of the Results for the Three and Six Months Ended May 31, 2004 to the Results for the Three and Six Months Ended May 31, 2003.*



	Commitment Expiration by Period

			Less Than		2-3				After 5
	Total		One Year		Years		4-5 Years		Years

Guarantees	$	5,760	$	685	$	1,320	$	905	$	2,850
Keepwell agreements		20,200		2,400		4,800		4,800		8,200
Unused credit facilities		302,101		2,101		—		300,000		—

Total Commercial Commitments	$	328,061	$	5,186	$	6,120	$	305,705	$	11,050


NASCAR		National Association for Stock Car Auto Racing
IRL		Indy Racing League
Grand American		Grand American Road Racing Association
NHRA		National Hot Rod Association
IMSA		International Motorsports Association
SCCA		Sports Car Club of America
USAC		United States Auto Club
CART		Championship Auto Racing Teams


		Television
Date	Facility	Network

Feb 7 *	Daytona International Speedway		TNT
Feb 12 *	Daytona International Speedway		TNT
Feb 15	Daytona International Speedway		NBC
Feb 22 **	North Carolina Speedway		FOX
Mar 7	Las Vegas Motor Speedway		FOX
Mar 14	Atlanta Motor Speedway		FOX
Mar 21	Darlington Raceway		FOX
Mar 28	Bristol Motor Speedway		FOX
Apr 4	Texas Motor Speedway		FOX
Apr 18 *******	Martinsville Speedway		FOX
Apr 25	Talladega Superspeedway		FOX
May 2	California Speedway		FOX
May 15	Richmond International Raceway		FX
May 22*	Lowe’s Motor Speedway		FX
May 30	Lowe’s Motor Speedway		FOX
Jun 6	Dover Downs International Speedway		FX
Jun 13	Pocono Raceway		FOX
Jun 20	Michigan International Speedway		FOX
Jun 27	Infineon Raceway		FOX
Jul 3	Daytona International Speedway		FOX
Jul 11	Chicagoland Speedway		NBC
Jul 25	New Hampshire International Speedway		TNT
Aug 1	Pocono Raceway		TNT
Aug 8	Indianapolis Motor Speedway		NBC
Aug 15	Watkins Glen International		TNT
Aug 22	Michigan International Speedway		TNT
Aug 28	Bristol Motor Speedway		TNT
Sep 5	California Speedway		NBC
Sep 11	Richmond International Raceway		TNT
Sep 19	New Hampshire International Speedway		TNT
Sep 26	Dover Downs International Speedway		TNT
Oct 3	Talladega Superspeedway		NBC
Oct 10	Kansas Speedway		NBC
Oct 16	Lowe’s Motor Speedway		NBC
Oct 24 ***	Martinsville Speedway		NBC
Oct 31	Atlanta Motor Speedway		NBC
Nov 7	Phoenix International Raceway		NBC
Nov 14	Darlington Raceway		NBC
Nov 21	Homestead-Miami Speedway		NBC


	(A) outstanding notes tendered in the exchange offer are tendered either:


By Registered Or Certified Mail		Overnight Courier Or Hand Delivery:
Wachovia Bank, National Association		Wachovia Bank, National Association
1525 West W.T. Harris Boulevard, 3C3		1525 West W.T. Harris Boulevard, 3C3
Corporate Trust Operations		Corporate Trust Operations
Charlotte, NC 28288-1153		Charlotte, NC 28288-1153


Exhibit
No.			Description of Exhibit

	1	.1	Purchase Agreement dated April 23, 2004, by and among ISC, the co-registrants, Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc. and SunTrust Capital Markets, Inc.
	3	.1*	Amended and Restated Articles of Incorporation of ISC (filed as Exhibit 3.2 to ISC’s Current Report on Form 8-K dated July 26, 1999 and incorporated herein by reference)
	3	.2*	Articles of Amendment to Amended Articles of Incorporation of ISC (filed as Exhibit 3.1 to ISC’s Current Report on Form 8-K dated July 26, 1999 and incorporated herein by reference)
	3	.3*	Conformed Copy of Amended and Restated By-Laws of ISC (filed as Exhibit 3.3 to ISC’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2003 and incorporated herein by reference)
	4	.1	Indenture, dated April 23, 2004, between ISC and Wachovia Bank, National Association, as Trustee
	4	.2	Indenture, dated April 23, 2004, between ISC and Wachovia Bank, National Association, as Trustee
	4	.3	Registration Rights Agreement dated as of April 23, 2003, among ISC, the co-registrants, Wachovia Capital Markets, LLC, Banc One Capital Markets, Inc. and SunTrust Capital Markets, Inc.
	4	.4	Form of Registered Note due 2009 (included in Exhibit 4.1)
	4	.5	Form of Registered Note due 2014 (included in Exhibit 4.2)
	5	.1**	Opinion of Baker Botts L.L.P.
	12	.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges
	21	.1	Subsidiaries of ISC
	23	.1	Consent of Ernst & Young LLP
	23	.2**	Consent of Baker Botts L.L.P.
	24	.1	Powers of Attorney for ISC (reference is made to the signature page(s) of this Registration Statement)
	25	.1	Statement of Eligibility of Trustee
	99	.1	Form of Letter of Transmittal
	99	.2	Form of Notice of Guaranteed Delivery
	99	.3	Form of Letter to the Depository Trust Company Participants
	99	.4	Form of Letter to Clients



Signature	Title	Date


/s/ JAMES C. FRANCE James C. France	Chief Executive Officer and Vice Chairman of the Board (Principal Executive Officer)	August 11, 2004

/s/ SUSAN G. SCHANDEL Susan G. Schandel	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	August 11, 2004

/s/ DANIEL W. HOUSER Daniel W. Houser	Controller (Principal Accounting Officer)	August 11, 2004

/s/ WILLIAM C. FRANCE William C. France	Chairman of the Board	August 11, 2004

/s/ LESA D. KENNEDY Lesa D. Kennedy	Director	August 11, 2004

/s/ J. HYATT BROWN J. Hyatt Brown	Director	August 11, 2004

/s/ CHRISTY F. HARRIS Christy F. Harris	Director	August 11, 2004


		Signature


		/s/ WILLIAM C. FRANCE

		William C. France, (a) (2) (d) (12)(2)(6)(20)(27)(30)(18)

		/s/ JAMES C. FRANCE

		James C. France, (a) (6) (d) (2)(6)(9)(10)(17)(25)(27)(33)(7)

		/s/ LESA FRANCE KENNEDY

		Lesa France Kennedy, (a) (24) (d) (9)(10)(13)(14)(16)(17)(18)(20)(21) (22)(24)(25)(26)(27)(28)(29)(30)(2)(12) (15)(6)(11)(7)

		/s/ JOHN R. SAUNDERS

		John R. Saunders, (a) (10)(20) (d) (3)(32)(5)(13)(14)(18)(20)(21)(22) (12)(23)(24)(26)(29)(33)

		/s/ H. LEE COMBS

		H. Lee Combs, (a) (9)(11)(29) (d) (32)(6)(9)(10)(11)(16)(17)(18)(20)(21) (25)(28)(29)(33)(12)(7)

		/s/ SUSAN G. SCHANDEL

		Susan G. Schandel, (b) (2)(6)(9)(10)(11)(16) (17)(31)(7)(29)(18)(20)(21)(24)(25)(27) (28)(32) (d) (9)(16)(28)

		/s/ MICHAEL G. GENTRY

		Michael G. Gentry, (a) (3)(5)(23) (d) (3)(5)(23)


		Signature


		/s/ GLENN R. PADGETT

		Glenn R. Padgett, (a) (4)(34) (b) (23)(4) (d) (3)(4)(12)(19)(32)(35)(36)

		/s/ WILLIAM G. MILLER

		William G. Miller, (a) (32)

		/s/ PAUL D. H. PHIPPS

		Paul D. H. Phipps, II, (a) (13) (d) (14)(22)

		/s/ THOMAS E. POKORNY

		Thomas E. Pokorny, (a) (14)

		/s/ CHRIS M. BROWNING

		Chris M. Browning, (a) (7)

		/s/ DANIEL W. HOUSER

		Daniel W. Houser, (c) for all Co-Registrants (a) (35)(36) (b) (3)(5)(13)(14)(22)(36)(26)(30)(8)(12) (15) (d) (34)

		/s/ CURTIS A. GRAY

		Curtis A. Gray, (a) (12)

		/s/ JEFFREY T. BOERGER

		Jeffrey T. Boerger, (a) (16) (d) (16)

		/s/ W. BRETT SHELTON

		W. Brett Shelton, (a) (21)

		/s/ W. GRANT LYNCH, JR.

		W. Grant Lynch, Jr., (a) (17)(31) (d) (16)

		/s/ JOHN E. GRAHAM, JR.

		John E. Graham, Jr., (a) (18) (d) (12)

		/s/ ROBERT J. WORK

		Robert J. Work, (a) (25)

		/s/ CRAIG E. RUST

		Craig E. Rust, (a) (26)(33) (d) (26)


		Signature


		/s/ DICK A. HAHNE

		Dick A. Hahne, (a) (30) (d) (30)

		/s/ BRYAN R. SPERBER

		Bryan R. Sperber, (a) (27)

		/s/ C. DAVID HYATT

		C. David Hyatt, (a) (22)

		/s/ DOUGLAS SCOTT FRITZ

		Douglas Scott Fritz, (a) (28) (d) (28)