SUBSIDIARY GUARANTY AGREEMENT
Exhibit 10.2
THIS SUBSIDIARY GUARANTY AGREEMENT (the “Agreement”), dated as of November 19, 2010,
by and among INTERNATIONAL SPEEDWAY CORPORATION, a Florida corporation (the “Borrower”),
each of the subsidiaries of the Borrower listed on Schedule I hereto (each such subsidiary
individually, a “Guarantor” and collectively, the “Guarantors”) and XXXXX FARGO
BANK, N.A., as administrative agent (the “Administrative Agent”) for the benefit of itself
and the several banks and other financial institutions (the “Lenders”) from time to time
party to the Revolving Credit Agreement, dated as of the date hereof, by and among the Borrower,
the Lenders, the Administrative Agent, Xxxxx Fargo Bank, N.A. as issuing bank (the “Issuing
Bank”) and as swingline lender (the “Swingline Lender”) and SunTrust Bank and JPMorgan
Chase Bank, N.A., as co-syndication agents (the “Co-Syndication Agents”) (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined herein shall the meanings assigned to such
terms in the Credit Agreement).
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to establish a revolving
credit facility in favor of the Borrower;
WHEREAS, as of the date hereof, each of the initial Guarantors is a direct or indirect
wholly-owned Domestic Subsidiary which is a Material Subsidiary of the Borrower and will derive
substantial benefit from the making of Loans by the Lenders and the issuance of Letters of Credit
by the Issuing Bank; and
WHEREAS, it is a condition precedent to the obligations of the Administrative Agent, the
Issuing Bank, the Swingline Lender and the Lenders under the Credit Agreement that each direct and
indirect wholly-owned Domestic Subsidiary which is a Material Subsidiary of the Borrower, other
than Excluded Subsidiaries, execute and deliver to the Administrative Agent a Subsidiary Guaranty
Agreement in the form hereof, and each Guarantor wishes to fulfill said condition precedent;
NOW, THEREFORE, in order to induce Lenders to extend the Loans and the Issuing Bank to issue
Letters of Credit and to make the financial accommodations as provided for in the Credit Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Guarantee. Each Guarantor unconditionally guarantees, jointly with the
other Guarantors and severally, as a primary obligor and not merely as a surety, (i) the due and
punctual payment of all Obligations including, without limitation, (A) the principal of and
premium, if any, and interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (B) each payment required to be made by the
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Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due,
including payments in respect of reimbursement or disbursements, interest thereon and obligations
to provide cash collateral, and (C) all other monetary obligations, including fees, costs, expenses
and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the
Loan Parties to the Administrative Agent and the Lenders under the Credit Agreement and the other
Loan Documents and (ii) the due and punctual performance of all covenants, agreements, obligations
and liabilities of the Loan Parties under or pursuant to the Credit Agreement and the other Loan
Documents (all the monetary and other obligations referred to in the preceding clauses (i) and (ii)
being collectively called the “Guaranteed Obligations”). Each Guarantor further agrees
that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to
or further assent from such Guarantor, and that such Guarantor will remain bound upon its guarantee
notwithstanding any extension or renewal of any Guaranteed Obligations.
Section 2. Obligations Not Waived. To the fullest extent permitted by applicable law,
each Guarantor waives presentment or protest to, demand of or payment from the other Loan Parties
of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and
notice of protest for nonpayment. To the fullest extent permitted by applicable law, the
obligations of each Guarantor hereunder shall not be affected by (i) the failure of the
Administrative Agent or any Lender to assert any claim or demand or to enforce or exercise any
right or remedy against the Borrower or any other Guarantor under the provisions of the Credit
Agreement, any other Loan Document or otherwise or (ii) any rescission, waiver, amendment or
modification of, or any release from any of the terms or provisions of, this Agreement, any other
Loan Document, any guarantee or any other agreement, including with respect to any other Guarantor
under this Agreement.
Section 3. Guarantee of Payment. Each Guarantor further agrees that its guarantee
constitutes a guarantee of payment when due and not of collection.
Section 4. No Discharge or Diminishment of Guarantee. The obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations),
including any claim of waiver, release, surrender, alteration or compromise of any of the
Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment
or termination whatsoever by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected
by the failure of the Administrative Agent to assert any claim or demand or to enforce any remedy
under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or
modification of any provision of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission that
may or might in any manner or to the extent vary the risk of any Guarantor or that would otherwise
operate as a discharge of each Guarantor as a matter of law or equity (other than the indefeasible
payment in full in cash of all the Obligations).
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Section 5. Defenses of Borrower Waived. To the fullest extent permitted by applicable
law, each Guarantor waives any defense based on or arising out of any defense of any Loan Party or
the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the
cessation from any cause of the liability of any Loan Party, other than the final and indefeasible
payment in full in cash of the Guaranteed Obligations. The Administrative Agent may, at its
election, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation
with any other Loan Party or any other guarantor, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been
fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives
any defense arising out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Guarantor against the Borrower or any other Guarantor or guarantor, as the case
may be.
Section 6. Agreement to Pay; Subordination. In furtherance of the foregoing and not
in limitation of any other right that the Administrative Agent has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any
Obligation when and as the same shall become due, whether at maturity, by acceleration, after
notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or
cause to be paid, to the Administrative Agent in cash the amount of such unpaid Obligation. Upon
payment by any Guarantor of any sums to the Administrative Agent, all rights of such Guarantor
against any Loan Party arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of
payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. If
any amount shall erroneously be paid to any Guarantor on account of such subrogation, contribution,
reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of
the Administrative Agent and shall forthwith be paid to the Administrative Agent to be credited
against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with
the terms of the Loan Documents.
Section 7. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of other Loan Parties’ financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature,
scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that the
Administrative Agent will not have any duty to advise any of the Guarantors of information known to
it or any of them regarding such circumstances or risks.
Section 8. Indemnity and Subrogation. In addition to all such rights of indemnity and
subrogation as the Guarantors may have under applicable law (but subject to Section 6), the
Borrower agrees that in the event a payment shall be made by any Guarantor under this Agreement,
the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor
shall be subrogated to the rights of the Person to whom such payment shall have been made to the
extent of such payment.
Section 9. Contribution and Subrogation. Each Guarantor (a “Contributing
Guarantor”) agrees (subject to Section 6) that, in the event a payment shall be made by
any other Guarantor under this Agreement and such other Guarantor (the “Claiming
Guarantor”) shall not
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have been fully indemnified by the Borrower as provided in Section 8, the Contributing
Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment
multiplied by a fraction of which the numerator shall be the net worth of the Contributing
Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the
Guarantors on the date hereof, excluding any Guarantor which has been released from this Agreement
in accordance with Section 12 of this Agreement (or, in the case of any Guarantor becoming
a party hereto pursuant to Section 21, the date of the Supplement hereto executed and
delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming
Guarantor pursuant to this Section 9 shall be subrogated to the rights of such Claiming
Guarantor under Section 8 to the extent of such payment.
Section 10. Subordination. Notwithstanding any provision of this Agreement to the
contrary, all rights of the Guarantors under Section 8 and Section 9 and all other
rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully
subordinated to the indefeasible payment in full in cash of the Guaranteed Obligations. No failure
on the part of the Borrower or any Guarantor to make the payments required under applicable law or
otherwise shall in any respect limit the obligations and liabilities of any Guarantor with respect
to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor hereunder.
Section 11. Representations and Warranties. Each Guarantor represents and warrants as
to itself that all representations and warranties relating to it (as a Subsidiary of the Borrower)
contained in the Credit Agreement are true and correct as of the date made or deemed made.
Section 12. Termination. The guarantees made hereunder (i) shall terminate on the
Termination Date and (ii) shall continue to be effective or be reinstated, as the case may be, if
at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be
restored by any Lender or any Guarantor upon the bankruptcy or reorganization of the Borrower, any
Guarantor or otherwise. Notwithstanding the foregoing, the guarantees made hereunder shall
terminate as to any individual Guarantor (i) if such Guarantor is not a wholly-owned Domestic
Subsidiary that is a Material Subsidiary and has previously executed this Agreement as required
pursuant to Section 7.1(k) of the Credit Agreement, but the Borrower has subsequently provided the
Administrative Agent notice that (y) the aggregate principal amount of Indebtedness of all
Subsidiaries outstanding pursuant to Section 7.1(i) of the Credit Agreement and Section 7.1(k) of
the Credit Agreement is equal to or less than the Subsidiary Debt Basket Amount and (z) no Default
or Event of Default has occurred and is continuing, (ii) if at any time a Guarantor ceases to be a
wholly-owned Domestic Subsidiary that is a Material Subsidiary and no Event of Default exists,
promptly following written notice by the Borrower to the Administrative Agent that such Subsidiary
is no longer a Material Subsidiary, or (iii) if all of the capital stock of a Guarantor is sold,
transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement.
In connection with the foregoing, so long as no Event of Default exists, the Administrative Agent
shall execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense,
any documents or instruments, without representation or recourse, which such Guarantor shall
reasonably request from time to time to evidence such termination and release.
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Section 13. Binding Effect; Several Agreement; Assignments. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements by or on behalf of
the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each
party hereto and their respective successors and assigns. This Agreement shall become effective as
to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been
delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf
of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the
Administrative Agent and their respective successors and assigns, and shall inure to the benefit of
such Guarantor, the Administrative Agent and their respective successors and assigns, except that
no Guarantor shall have the right to assign its rights or obligations hereunder or any interest
herein (and any such attempted assignment shall be void). This Agreement shall be construed as a
separate agreement with respect to each Guarantor and may be amended, modified, supplemented,
waived or released with respect to any Guarantor without the approval of any other Guarantor and
without affecting the obligations of any other Guarantor hereunder.
Section 14. Waivers; Amendment.
(a) No failure or delay of the Administrative Agent of any kind in exercising any power, right
or remedy hereunder and no course of dealing between any Guarantor on the one hand the and
Administrative Agent on the other hand shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy hereunder, under any other Loan Document, or
any abandonment or discontinuance of steps to enforce such a power, right or remedy, preclude any
other or further exercise thereof or the exercise of any other power, right or remedy. The rights
and of the Administrative Agent hereunder and under the other Loan Documents, as applicable, are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom
shall in any event be effective unless the same shall be permitted by subsection (b) below, and
then such waiver and consent shall be effective only in the specific instance and for the purpose
for which given. No notice or demand on any Guarantor in any case shall entitle such Guarantor to
any other or further notice in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to a written agreement entered into between the Guarantors with respect to which such
waiver, amendment or modification relates and the Administrative Agent, with the prior written
consent of the Required Lenders (except as otherwise provided in the Credit Agreement).
Section 15. Notices. All communications and notices hereunder shall be in writing and
given as provided in Section 10.1 of the Credit Agreement. All communications and notices
hereunder to each Guarantor shall be given to it at its address set forth on Schedule I
attached hereto.
Section 16. Severability. Any provision of this Agreement held to be illegal, invalid
or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent
of such illegality, invalidity or unenforceability without affecting the legality, validity or
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enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity
or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
Section 17. Counterparts; Integration. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract (subject to Section 13), and shall become effective as
provided in Section 13. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be as effective as delivery of a manually executed counterpart of this
Agreement. This Agreement constitutes the entire agreement among the parties hereto regarding the
subject matters hereof and supersedes all prior agreements and understandings, oral or written,
regarding such subject matter.
Section 18. Rules of Interpretation. The rules of interpretation specified in Section
1.4 of the Credit Agreement shall be applicable to this Agreement.
Section 19. Governing Law; Jurisdiction; Consent to Service of Process.
(a) This Agreement shall be construed in accordance with and be governed by the law (without
giving effect to the conflict of law principles thereof) of the State of New York.
(b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the United States District Court of the Southern
District of New York and of the Supreme Court of the State of New York sitting in New York county
and any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such New York state court or, to the extent permitted by applicable law, such Federal
court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that the Administrative
Agent or the Issuing Bank may otherwise have to bring any action or proceeding relating to this
Agreement against any Guarantor or its properties in the courts of any jurisdiction.
(c) Each Guarantor irrevocably and unconditionally waives any objection which it may now or
hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph
(b) of this Section and brought in any court referred to in paragraph (b) of this Section. Each
party hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of
an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d) Each Guarantor irrevocably consents to the service of process in the manner provided for
notices in Section 10.1 of the Credit Agreement. Nothing in this Agreement will affect the right
of the Administrative Agent to serve process in any other manner permitted by law.
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Section 20. Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Section 21. Additional Guarantors. Pursuant to Section 5.10 of the Credit Agreement,
if any wholly-owned Domestic Subsidiary that is a Material Subsidiary (other than an Excluded
Subsidiary) is acquired or formed after the date hereof, such Material Subsidiary is required to
enter into this Agreement as a Guarantor upon becoming a wholly-owned Domestic Subsidiary that is a
Material Subsidiary. Upon execution and delivery after the date hereof by the Administrative Agent
and such Material Subsidiary of an instrument in the form of Annex 1, such Material
Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named
as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor
as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The
rights and obligations of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this Agreement.
Section 22. Savings Clause.
(a) It is the intent of each Guarantor and the Administrative Agent that each Guarantor’s
maximum obligations hereunder shall be, but not in excess of:
(i) in a case or proceeding commenced by or against any Guarantor under the provisions
of Title 11 of the United States Code, 11 U.S.C. §§101 et seq. (the “Bankruptcy
Code”) on or within two years from the date on which any of the Guaranteed Obligations
are incurred, the maximum amount which would not otherwise cause the Guaranteed Obligations
(or any other obligations of such Guarantor owed to the Administrative Agent) to be
avoidable or unenforceable against such Guarantor under (i) Section 548 of the Bankruptcy
Code or (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied
in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or
(ii) in a case or proceeding commenced by or against any Guarantor under the Bankruptcy
Code subsequent to two years from the date on which any of the Guaranteed Obligations are
incurred, the maximum amount which would not otherwise cause the Guaranteed Obligations (or
any other obligations of such Guarantor to the Administrative Agent) to be avoidable or
unenforceable against such Guarantor under any state
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fraudulent transfer or fraudulent conveyance act or statute applied in any such case or
proceeding by virtue of Section 544 of the Bankruptcy Code; or
(iii) in a case or proceeding commenced by or against any Guarantor under any law,
statute or regulation other than the Bankruptcy Code (including, without limitation, any
other bankruptcy, reorganization, arrangement, moratorium, readjustment of debt,
dissolution, liquidation or similar debtor relief laws), the maximum amount which would not
otherwise cause the Guaranteed Obligations (or any other obligations of such Guarantor to
the Administrative Agent) to be avoidable or unenforceable against such Guarantor under such
law, statute or regulation including, without limitation, any state fraudulent transfer or
fraudulent conveyance act or statute applied in any such case or proceeding.
(b) The substantive laws under which the possible avoidance or unenforceability of the
Guaranteed Obligations (or any other obligations of such Guarantor to the Administrative Agent) as
may be determined in any case or proceeding shall hereinafter be referred to as the “Avoidance
Provisions”. To the extent set forth in Section 22(a)(i), (ii), and
(iii), but only to the extent that the Guaranteed Obligations would otherwise be subject to
avoidance or found unenforceable under the Avoidance Provisions, if any Guarantor is not deemed to
have received valuable consideration, fair value or reasonably equivalent value for the Guaranteed
Obligations, or if the Guaranteed Obligations would render such Guarantor insolvent, or leave such
Guarantor with an unreasonably small capital to conduct its business, or cause such Guarantor to
have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such
debts as they mature, in each case as of the time any of the Guaranteed Obligations are deemed to
have been incurred under the Avoidance Provisions and after giving effect to the contribution by
such Guarantor, the maximum Guaranteed Obligations for which such Guarantor shall be liable
hereunder shall be reduced to that amount which, after giving effect thereto, would not cause the
Guaranteed Obligations (or any other obligations of such Guarantor to the Administrative Agent), as
so reduced, to be subject to avoidance or unenforceability under the Avoidance Provisions.
(c) This Section 22 is intended solely to preserve the rights of the Administrative
Agent hereunder to the maximum extent that would not cause the Guaranteed Obligations of such
Guarantor to be subject to avoidance or unenforceability under the Avoidance Provisions, and
neither the Guarantors nor any other Person shall have any right or claim under this Section
22 as against the Administrative Agent that would not otherwise be available to such Person
under the Avoidance Provisions.
[Signatures Follow]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.
| AMERICROWN SERVICE CORPORATION EVENT EQUIPMENT LEASING, LLC INTERNATIONAL SPEEDWAY, INC. KANSAS SPEEDWAY CORPORATION MOTORSPORTS ACCEPTANCE CORPORATION |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Treasurer | |||
| THE CALIFORNIA SPEEDWAY CORPORATION CHICAGO HOLDINGS, INC. DAYTONA INTERNATIONAL SPEEDWAY, LLC MIAMI SPEEDWAY CORP. MICHIGAN INTERNATIONAL SPEEDWAY, INC. MARTINSVILLE INTERNATIONAL, INC. THE MOTORSPORTS ALLIANCE, LLC PHOENIX SPEEDWAY CORP. RICHMOND INTERNATIONAL RACEWAY, INC. RACEWAY ASSOCIATES, LLC TALLADEGA SUPERSPEEDWAY, LLC |
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| By: | /s/ Xxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxx | |||
| Title: | Assistant Secretary | |||
| HBP, INC. |
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| By: | /s/ Xxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxx | |||
| Title: | President | |||
| XXX.XXX, LLC |
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| By: | /s/ Xxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxx | |||
| Title: | Secretary | |||
[SIGNATURE PAGE TO SUBSIDIARY GUARANTY AGREEMENT]
| INTERNATIONAL SPEEDWAY CORPORATION |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
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| XXXXX FARGO BANK, N.A., as Administrative Agent |
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By:
|
/s/ Xxxx Xxxxxxxx
|
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| Title: Senior Vice President | ||||
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