Common use of Form Generally Clause in Contracts

Form Generally. The Notes and the Trustee's Certificate of Authentication shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such 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 as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or 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 NOTES. ONYX ACCEPTANCE CORPORATION Incorporated Under the Laws of Delaware ___% SUBORDINATED NOTE DUE _____, 2006 Registered No.: Registered Principal _______________________ Amount: $______ Original Interest Accrual CUSIP: Date: ________________ Onyx Acceptance Corporation, a corporation created under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________________ or registered assigns, the principal sum of ______________ Dollars ($_______) on _____ 1, 2006 (the "Final Maturity Date") and to pay interest hereon from the Original Interest Accrual Date set forth above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, beginning on _____________, 2000 ("Initial Interest Payment Date") and on the 1st day of each _______, ________, ________, and _______ thereafter until fully paid (each such date being an "Interest Payment Date"), at the rate of _____ percent (___%) per annum, until the principal hereof is paid or made available for payment. The principal hereof is subject to optional redemption, in whole but not in part, as provided in the Indenture, and if not so redeemed, shall be due and payable in full on the Final Maturity Date (any date set for principal payment is the "Principal Payment Date"). The principal and interest so payable

Form Generally. The Notes and the Trustee's Certificate of Authentication shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such 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 as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or 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 NOTES. ONYX ACCEPTANCE PDS FINANCIAL CORPORATION Incorporated Under the Laws of Delaware ___Minnesota 10% SENIOR SUBORDINATED NOTE DUE _____JULY 1, 2006 2004 Registered No.: Registered Principal _______________________ Amount: $1,000 Original Interest Accrual CUSIP: _______ Original Interest Accrual CUSIP: Date: ________________ Onyx Acceptance PDS Financial Corporation, a corporation created under the laws of the State of Delaware Minnesota (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________________ or registered assigns, the principal sum of ______________ One Thousand Dollars ($_______1,000) on _____ July 1, 2006 2004 (the "Final Maturity Date") and to pay interest hereon from the Original Interest Accrual Date set forth above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, beginning on _____________October 1, 2000 1998 ("Initial Interest Payment Date") and on the 1st day of each _______January, ________April, ________, July and _______ October thereafter until fully paid (each such date being an "Interest Payment Date"), at the rate of _____ ten percent (___10%) per annum, until the principal hereof is paid or made available for payment. The principal hereof is subject to optional and mandatory redemption, in whole but not in part, as provided in the Indenture, and if not so redeemed, shall be due and payable in full on the Final Maturity Date (any date set for principal payment is the "Principal Payment Date"). The principal and interest so payablepayable and punctually paid or duly provided for on any Principal Payment Date or Interest Payment Date, as provided in the Indenture, will be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered (the "Holder") at the close of business on the Regular Record Date for such principal or interest, which shall be the first day (whether or not a Business Day) of the calendar month next preceding such Principal Payment Date or Interest Payment Date. Any such principal or 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 Principal or 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 applicable requirements of any securities exchange or market on which the Notes may be listed or included, and upon such notice as may be required by such exchange or market, all as more fully provided in the Indenture. Payment of the principal of and interest (and premium, if any) on this Note will be made at the office or agency maintained by the Company for such purpose in ___________, Minnesota, or in such other office or agency as may be selected by the Company in accordance with the Indenture, 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 may be made in United States dollars by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. THE HOLDER MUST PRESENT THIS NOTE TO COLLECT PRINCIPAL; AND WHEN FULLY PAID, THE NOTE SHALL BE SURRENDERED AND CANCELLED. 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 or on behalf of 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. No recourse shall be had for the payment of the principal or interest of this Note against any Company stockholder, officer, director, employee or agent by virtue of any statute or by enforcement of any assessment or otherwise; and any and all liability of stockholders, directors, officers, employees and agents of the Company being released hereby.

Form Generally. The Notes Debentures and the Trustee's Certificate certificate of Authentication authentication thereon shall be in substantially the form forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such 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 as may, consistently herewith, be determined by the officers executing such NotesDebentures, as evidenced by their execution of the NotesDebentures. Any portion of the text of any Note Debenture may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the NoteDebenture. The definitive Notes Debentures shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange or market on which the Debentures may be listed or included, all as determined by the officers executing such NotesDebentures, as evidenced by their execution of such NotesDebentures. SECTION 202. FORM OF FACE OF NOTESForm of Face of Debentures. ONYX ACCEPTANCE TAYLOR INVESTMENT CORPORATION Incorporated Under the Laws of Delaware ___% SUBORDINATED NOTE DUE _____, 2006 SENIOR SUBORDXXXXXX DEBENTURE Registered No.: Registered Principal _______________________ Amount: $___________ Original Interest Accrual CUSIP: _____________ Date: ___________________ Onyx Acceptance Taylor Investment Corporation, a Minnesota corporation created under the laws of the State of Delaware (herein called the xxx "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________________ or registered assigns, the principal sum of __________________ Dollars ($on _______) on _____ 1, 2006 (the "Final Maturity Date") and to pay interest hereon thereon from the Original Interest Accrual Date set forth above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, beginning on each April 1, July 1, October 1, and January 1, commencing on _____________, 2000 ("Initial Interest Payment Date") and on the 1st day of each _______, ________, ________, and _______ thereafter until fully paid (each such date being an "Interest Payment Date")1995, at the rate of __________ percent (____%) per annum, until the principal hereof is paid or made available for payment. The principal hereof is subject to optional redemption, in whole but not in partinterest so payable and punctually paid or duly provided for on any Interest Payment Date, as provided in such Indenture, will be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered (the "Holder") at the close of business on the Regular Record Date for such interest, which shall be the fifteenth day (whether or not a Business Day) of the calendar month 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 Debenture (or one or more Predecessor Debentures) 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 Debentureholders of Debentures 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 applicable requirements of any securities exchange or market on which the Debentures may be listed or included, and upon such notice as may be required by such exchange or market, all as more fully provided in said Indenture. Payment of the principal of and interest (and premium, if any) on this Debenture will be made at the office or agency maintained by the Company for such purpose in St. Paul or Minneapolis, Minnesota, or in such other office or agency as xxx be selected by the Company in accordance with the Indenture, 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 if not so redeemedprivate debts, provided, however, that at the option of the Company payment of interest may be made by United States dollar check mailed to the address of the Person entitled thereto as such address shall be due and payable appear in full the Debenture Register. Reference is hereby made to the further provisions of this Debenture set forth on the Final Maturity Date (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 or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Debenture shall not be entitled to any date set benefit under the Indenture or be valid or obligatory for principal payment is the "Principal Payment Date"). The principal and interest so payableany purpose.

Form Generally. The Notes and the Trustee's Certificate of Authentication 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 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 of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or 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 Section 202. FORM OF FACE OF NOTESForm of Face of Note. ONYX ACCEPTANCE INTERNATIONAL SPEEDWAY CORPORATION Incorporated Under the Laws of Delaware ___4.20% SUBORDINATED NOTE DUE _____Senior Notes Due April 15, 2006 Registered 2009 No.: Registered Principal ______________. _________ Amount: $______ Original Interest Accrual CUSIP: Date: ________________ Onyx Acceptance 150,000,000 International Speedway Corporation, a corporation created duly organized and existing under the laws of the State of Delaware Florida (herein called the "Company," ", which term includes any successor corporation Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________________ CEDE & Co., or registered assigns, the principal sum of ______________ Dollars ONE HUNDRED AND FIFTY MILLION DOLLARS ($_______150,000,000) on _____ 1April 15, 2006 (the "Final Maturity Date") 2009, and to pay interest hereon thereon and Additional Interest, if any, from the Original Interest Accrual Date set forth aboveApril 15, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, beginning semi-annually in arrears on _____________April 15 and October 15 in each year, 2000 ("Initial Interest Payment Date") and on the 1st day of each _______commencing October 15, ________, ________, and _______ thereafter until fully paid (each such date being an "Interest Payment Date")2004, at the rate of _____ percent (___%) 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 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, Xxxxxxx Xxxx 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, XXX.xxx, 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: 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 optional redemptionall 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 but not 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 if not so redeemedEvents 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 full the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof 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. 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 Final Maturity Date (signature pages thereof. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any date set agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for principal payment is all purposes, whether or not this Note be overdue, and neither the "Principal Payment Date")Company, the Trustee nor any such agent shall be affected by notice to the contrary. The principal and interest so payableAll terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Form Generally. The Notes and the Trustee's Certificate of Authentication shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such 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 as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or 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 NOTESForm Of Face Of Notes. ONYX ACCEPTANCE PDS FINANCIAL CORPORATION Incorporated Under the Laws of Delaware ___Minnesota 12% SENIOR SUBORDINATED NOTE DUE _____JULY 1, 2006 2007 Registered No.: Registered Principal _______________________ Amount: $1,000 Original Interest Accrual CUSIP: __________ Original Interest Accrual CUSIP: Date: ________________ Onyx Acceptance , 2001 PDS Financial Corporation, a corporation created under the laws of the State of Delaware Minnesota (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________________ or registered assigns, the principal sum of ______________ One Thousand Dollars ($_______1,000) on _____ July 1, 2006 2007 (the "Final Maturity Date") and to pay interest hereon from the Original Interest Accrual Date set forth above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, beginning on _____________July 1, 2000 2001 ("Initial Interest Payment Date") and on the 1st day of each _______October, ________January, ________, April and _______ July thereafter until fully paid (each such date being an "Interest Payment Date"), at the rate of _____ twelve percent (___12%) per annum, until the principal hereof is paid or made available for payment. The principal hereof is subject to optional and mandatory redemption, in whole but not in part, as to any Note, as provided in the Indenture, and if not so redeemed, shall be due and payable in full on the Final Maturity Date (any date set for principal payment is the "Principal Payment Date"). The principal and interest so payablepayable and punctually paid or duly provided for on any Principal Payment Date or Interest Payment Date, as provided in the Indenture, will be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered (the "Holder") at the -15- Indenture close of business on the Regular Record Date for such principal or interest, which shall be the first day (whether or not a Business Day) of the calendar month next preceding such Principal Payment Date or Interest Payment Date. Any such principal or 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 Principal or 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 applicable requirements of any securities exchange or market on which the Notes may be listed or included, and upon such notice as may be required by such exchange or market, all as more fully provided in the Indenture. Payment of the principal of and interest (and premium, if any) on this Note will be made at the office or agency maintained by the Company for such purpose in ___________, Minnesota, or in such other office or agency as may be selected by the Company in accordance with the Indenture, 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 may be made in United States dollars by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. THE HOLDER MUST PRESENT THIS NOTE TO COLLECT PRINCIPAL; AND WHEN FULLY PAID, THE NOTE SHALL BE SURRENDERED AND CANCELLED. 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 or on behalf of 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. No recourse shall be had for the payment of the principal or interest of this Note against any Company stockholder, officer, director, employee or agent by virtue of any statute or by enforcement of any assessment or otherwise; and any and all liability of stockholders, directors, officers, employees and agents of the Company being released hereby.

Form Generally. The Notes and the Trustee's Certificate of Authentication 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 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 of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or 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 Section 202. FORM OF FACE OF NOTESForm of Face of Note. ONYX ACCEPTANCE INTERNATIONAL SPEEDWAY CORPORATION Incorporated Under the Laws of Delaware ___5.40% SUBORDINATED NOTE DUE _____Senior Notes Due April 15, 2006 Registered 2014 No.: Registered Principal ______________. _________ Amount: $______ Original Interest Accrual CUSIP: Date: ________________ Onyx Acceptance 150,000,000 International Speedway Corporation, a corporation created duly organized and existing under the laws of the State of Delaware Florida (herein called the "Company," ", which term includes any successor corporation Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________________ CEDE & Co., or registered assigns, the principal sum of ______________ Dollars ONE HUNDRED AND FIFTY MILLION DOLLARS ($_______150,000,000) on _____ 1April 15, 2006 (the "Final Maturity Date") 2014, and to pay interest hereon thereon and Additional Interest, if any, from the Original Interest Accrual Date set forth aboveApril 15, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, beginning semi-annually in arrears on _____________April 15 and October 15 in each year, 2000 ("Initial Interest Payment Date") and on the 1st day of each _______commencing October 15, ________, ________, and _______ thereafter until fully paid (each such date being an "Interest Payment Date")2004, at the rate of _____ percent (___%) 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 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, Xxxxxxx Xxxx 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, XXX.xxx, 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: 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 optional redemptionall 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 but not 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 if not so redeemedEvents 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 full the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof 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. 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 Final Maturity Date (signature pages thereof. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any date set agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for principal payment is all purposes, whether or not this Note be overdue, and neither the "Principal Payment Date")Company, the Trustee nor any such agent shall be affected by notice to the contrary. The principal and interest so payableAll terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Form Generally. The Notes and the Trustee's Certificate of Authentication shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such 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 as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or 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 NOTES. ONYX ACCEPTANCE PDS FINANCIAL CORPORATION Incorporated Under the Laws of Delaware ___Minnesota 10% SENIOR SUBORDINATED NOTE DUE _____JULY 1, 2006 2004 Registered No.: Registered Principal _______________________ Amount: $1,000 Original Interest Accrual CUSIP: _______ Original Interest Accrual CUSIP: Date: ________________ Onyx Acceptance PDS Financial Corporation, a corporation created under the laws of the State of Delaware Minnesota (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________________ or registered assigns, the principal sum of ______________ One Thousand Dollars ($_______1,000) on _____ July 1, 2006 2004 (the "Final Maturity Date") and to pay interest hereon from the Original Interest Accrual Date set forth above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, beginning on _____________October 1, 2000 1998 ("Initial Interest Payment Date") and on the 1st day of each _______January, ________April, ________, July and _______ October thereafter until fully paid (each such date being an "Interest Payment Date"), at the rate of _____ ten percent (___10%) per annum, until the principal hereof is paid or made available for payment. The principal hereof is subject to optional and mandatory redemption, in whole but not in part, as to any Note, as provided in the Indenture, and if not so redeemed, shall be due and payable in full on the Final Maturity Date (any date set for principal payment is the "Principal Payment Date"). The principal and interest so payablepayable and punctually paid or duly provided for on any Principal Payment Date or Interest Payment Date, as provided in the Indenture, will be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered (the "Holder") at the close of business on the Regular Record Date for such principal or interest, which shall be the first day (whether or not a Business Day) of the calendar month next preceding such Principal Payment Date or Interest Payment Date. Any such principal or 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 Principal or 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 applicable requirements of any securities exchange or market on which the Notes may be listed or included, and upon such notice as may be required by such exchange or market, all as more fully provided in the Indenture. Payment of the principal of and interest (and premium, if any) on this Note will be made at the office or agency maintained by the Company for such purpose at the Trustee's Office in St. Xxxx, Minnesota, or in such other office or agency as may be selected by the Company in accordance with the Indenture, 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 may be made in United States dollars by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. THE HOLDER MUST PRESENT THIS NOTE TO COLLECT PRINCIPAL; AND WHEN FULLY PAID, THE NOTE SHALL BE SURRENDERED AND CANCELLED. 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 or on behalf of 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. No recourse shall be had for the payment of the principal or interest of this Note against any Company stockholder, officer, director, employee or agent by virtue of any statute or by enforcement of any assessment or otherwise; and any and all liability of stockholders, directors, officers, employees and agents of the Company being released hereby.

Form Generally. The Notes and the Trustee's Certificate certificate of Authentication authentication thereon shall be in substantially the form forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such 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 as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange or market on which the Notes may be listed or included, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. SECTION 202. FORM OF FACE OF NOTES. ONYX ACCEPTANCE CORPORATION Incorporated Under the Laws of Delaware ___XXXXXXX XXXXXX & COMPANY LEASING, INC. 6% SUBORDINATED NOTE DUE _____Notes Due December 31, 2006 2004 Registered No.: Registered --------- Principal _______________________ Amount: $______ Amount:$ ---------------- Original Interest Accrual CUSIP: ----------- ---------------- Date: ________________ Onyx Acceptance CorporationJanuary 1, a 2002 Xxxxxxx Xxxxxx & Company Leasing, Inc., an Iowa corporation created under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________________ or registered assigns, the principal sum of ______________ Dollars ($_______) on _____ 1, 2006 (the "Final Maturity Date") and to pay interest hereon from the Original Interest Accrual Date set forth above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, beginning on _____________, 2000 _ Dollars ("Initial Interest Payment Date") and on the 1st day of each _______, ________, ________, and $ _______ thereafter until fully paid (each such date being an "Interest Payment Date"), at the rate of -13- _______ percent ) on December 31, 2004, and to pay interest thereon from the Original Interest Accrual Date set forth above at the rate of (___six (6%) per annum)), until the principal hereof is paid or made available for payment. The principal hereof is subject to optional redemption, in whole but not in partinterest so payable and punctually paid or duly provided for on any Interest Payment Date, as provided in such Indenture, will be paid to the Person in whose name this Note (or one or more Predecessor) is registered (the "Holder") at the close of business on the Regular Record Date for such interest, which shall be the fifteenth day (whether or not a Business Day) of the calendar month 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 Dates 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 Note Holders 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 applicable requirements of any securities exchange or market on which the Notes may be listed or included, and upon such notice as may be required by such exchange or market, all as more fully provided in said Indenture. Payment of the principal of and interest on this Note will be made at the office or agency maintained by the Company for such purpose in Marion, Iowa, or in such other office or agency as may be selected by the Company in accordance with the Indenture, 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 if not so redeemedprivate debts, provided, however, that at the option of the Company payment of interest may be made by United States dollar check mailed to the address of the Person entitled thereto as such address shall be due and payable appear in full the Note Register. Reference is hereby made to the further provisions of this Note set forth on the Final Maturity Date (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 or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any date set benefit under the Indenture or be valid or obligatory for principal payment is the "Principal Payment Date"). The principal and interest so payableany purpose.