EXHIBIT 99.3
___________, 2000
EXCHANGE AGENT AGREEMENT
First Union National Bank
Corporate Trust Operations
0000 Xxxx X.X. Xxxxxx Xxxxxxxxx
Xxxxxxxx 0X0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Ladies and Gentlemen:
International Speedway Corporation (the "Company") proposes to make an
offer (the "Exchange Offer") to exchange all of its outstanding 7.875% Senior
Notes due 2004 (the "Outstanding Notes") for its registered 7.875% Senior Notes
due 2004 (the "Registered Notes"). The terms and conditions of the Exchange
Offer as currently contemplated are set forth in a prospectus, dated
___________, 2000 (the "Prospectus"), proposed to be distributed to all record
holders of the Outstanding Notes. The Outstanding Notes and the Registered Notes
are collectively referred to herein as the "Notes".
The Company hereby appoints First Union National Bank to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to First Union National Bank.
The Exchange Offer is expected to be commenced by the Company on or
about _____________, 2000. The Letter of Transmittal (in substantially the form
attached hereto as Exhibit "A") accompanying the Prospectus (or in the case of
book-entry securities, the Automated Tender Offer Program system) is to be used
by the holders of the Outstanding Notes to accept the Exchange Offer and
contains instructions with respect to the delivery of certificates for
Outstanding Notes tendered in connection therewith.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
_____________, 2000 or on such later date or time to which the Company may
extend the Exchange Offer (the "Expiration Date"). Subject to the terms and
conditions set forth in the Prospectus, the Company expressly reserves the right
to extend the Exchange Offer from time to time and may extend the Exchange Offer
by giving oral (confirmed in writing) or written notice to you before 9:00 A.M.,
New York City time, on the business day following the previously scheduled
Expiration Date.
The Company expressly reserves the right to terminate the Exchange
Offer, and to refuse to accept any Outstanding Notes and return any Outstanding
Notes theretofore
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the caption "The Exchange Offer
- Conditions." The Company will give oral (confirmed in writing) or written
notice of any termination or nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offer" or as specifically set forth herein; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing.
2. You will establish an account with respect to the Outstanding Notes
at The Depository Trust Company (the "Book-Entry Transfer Facility") for
purposes of the Exchange Offer within two business days after the date of the
Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the
Outstanding Notes by causing the Book-Entry Transfer Facility to transfer such
Outstanding Notes into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Outstanding Notes (or confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Outstanding Notes to
ascertain whether: (i) the Letters of Transmittal and any such other documents
are duly executed and properly completed in accordance with instructions set
forth therein and (ii) the Outstanding Notes have otherwise been properly
tendered. In each case where the Letter of Transmittal or any other document has
been improperly completed or executed or any of the certificates for Outstanding
Notes are not in proper form for transfer or some other irregularity in
connection with the acceptance of the Exchange Offer exists, you will endeavor
to inform the presenters of the need for fulfillment of all requirements and to
take any other action as may be necessary or advisable to cause such
irregularity to be corrected.
4. With the approval of the President, Senior Vice President, Executive
Vice President, or any Vice President of the Company (such approval, if given
orally, to be confirmed in writing) or any other party designated by such an
officer in writing, you are authorized to waive any irregularities in connection
with any tender of Outstanding Notes pursuant to the Exchange Offer.
5. Tenders of Outstanding Notes may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus captioned "The
Exchange Offer - Procedures for Tendering", and Outstanding Notes shall be
considered properly tendered to you only when tendered in accordance with the
procedures set forth therein. Notwithstanding the provisions of this paragraph
5, Outstanding Notes which the
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President, Senior Vice President, Executive Vice President, or any Vice
President of the Company (or any other party designated by such an officer in
writing) shall approve as having been properly tendered shall be considered to
be properly tendered (such approval, if given orally, shall be confirmed in
writing).
6. You shall advise the Company with respect to any Outstanding Notes
received subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Outstanding Notes.
7. You shall accept tenders: (a) in cases where the Outstanding Notes
are registered in two or more names only if signed by all named holders; (b) in
cases where the signing person (as indicated on the Letter of Transmittal) is
acting in a fiduciary or a representative capacity only when proper evidence of
his or her authority so to act is submitted; and (c) from persons other than the
registered holder of Outstanding Notes provided that customary transfer
requirements, including any applicable transfer taxes, are fulfilled. You shall
accept partial tenders of Outstanding Notes where so indicated and as permitted
in the Letter of Transmittal and deliver certificates for Outstanding Notes to
the trustee for split-up and return any untendered Outstanding Notes to the
holder (or such other person as may be designated in the Letter of Transmittal)
as promptly as practicable after expiration or termination of the Exchange
Offer.
8. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice, if given orally, to be
confirmed in writing) of its acceptance, promptly after the Expiration Date, of
all Outstanding Notes properly tendered and you, on behalf of the Company, will
exchange such Outstanding Notes for Registered Notes and cause such Outstanding
Notes to be cancelled. Delivery of Registered Notes will be made on behalf of
the Company by you in minimum denominations of $100,000 principal amount and
integral multiples of $1,000 in excess thereof for each $100,000 principal
amount of Outstanding Notes and $1,000 integral multiples in excess thereof
tendered promptly after notice (such notice if given orally, to be confirmed in
writing) of acceptance of said Outstanding Notes by the Company; provided,
however, that in all cases, Outstanding Notes tendered pursuant to the Exchange
Offer will be exchanged only after timely receipt by you of certificates for
such Outstanding Notes (or confirmation of book-entry transfer into your account
at the Book-Entry Transfer Facility), a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) with any required signature
guarantees and any other required documents. You shall issue Registered Notes
only in minimum denominations of $100,000 principal amount and $1,000 integral
multiples in excess thereof.
9. Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal, Outstanding Notes tendered pursuant to the Exchange Offer
may be withdrawn at any time on or prior to the Expiration Date.
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10. The Company shall not be required to exchange any Outstanding Notes
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Outstanding Notes
tendered shall be given (and confirmed in writing) by the Company to you.
11. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Outstanding Notes tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus under
the caption "The Exchange Offer - Conditions" or otherwise, you shall as
soon as practicable after the expiration or termination of the Exchange Offer
return those certificates for unaccepted Outstanding Notes (or effect
appropriate book-entry transfer), together with any related required documents
and the Letters of Transmittal relating thereto that are in your possession, to
the persons who deposited them.
12. All certificates for reissued Outstanding Notes, unaccepted
Outstanding Notes or for Registered Notes shall be forwarded by first-class
mail.
13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.
14. As Exchange Agent hereunder you: (a) shall have no duties or
obligations other than those specifically set forth herein or as may be
subsequently agreed to in writing by you and the Company; (b) will be regarded
as making no representations and having no responsibilities as to the validity,
sufficiency, value or genuineness of any of the certificates or the Outstanding
Notes represented thereby deposited with you pursuant to the Exchange Offer, and
will not be required to and will make no representation as to the validity,
value or genuineness of the Exchange Offer; (c) may reasonably rely on and shall
be protected in acting in reliance upon any certificate, instrument, opinion,
notice, letter, telegram or other document or security delivered to you and
reasonably believed by you to be genuine and to have been signed by the proper
party or parties; (d) may reasonably act upon any tender, statement, request,
comment, agreement or other instrument whatsoever not only as to its due
execution and validity and effectiveness of its provisions, but also as to the
truth and accuracy of any information contained therein, which you shall in good
faith believe to be genuine or to have been signed or represented by a proper
person or persons; (e) may consult with your counsel with respect to any
questions relating to your duties and responsibilities and the advice or opinion
of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted to be taken by you hereunder in
good faith and in accordance with the advice or opinion of such counsel; and (f)
shall not advise any person tendering Outstanding Notes pursuant to the Exchange
Offer as to the wisdom of making such tender or as to the market value or
decline or appreciation in market value of any Outstanding Notes.
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15. You shall take such action as may from time to time be requested by
the Company or its counsel (and such other action as you may reasonably deem
appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the
Notice of Guaranteed Delivery (in substantially the form attached hereto as
Exhibit "B") or such other forms as may be approved from time to time by the
Company, to all persons requesting such documents and to accept and comply with
telephone requests for information relating to the Exchange Offer, provided that
such information shall relate only to the procedures for accepting (or
withdrawing from) the Exchange Offer. The Company will furnish you with copies
of such documents at your request. All other requests for information relating
to the Exchange Offer shall be directed to the Company, Attention: Assistant
Secretary.
16. You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to the Assistant Secretary of the Company
and such other person or persons as it may request, daily (and more frequently
during the week immediately preceding the Expiration Date and if otherwise
requested) up to and including the Expiration Date, as to the number of
Outstanding Notes which have been tendered pursuant to the Exchange Offer and
the items received by you pursuant to this Agreement, separately reporting and
giving cumulative totals as to items properly received and items improperly
received. In addition, you will also inform, and cooperate in making available
to, the Company or any such other person or persons upon oral request made from
time to time prior to the Expiration Date of such other information as it or he
or she reasonably requests. Such cooperation shall include, without limitation,
the granting by you to the Company and such person as the Company may request of
access to those persons on your staff who are responsible for receiving tenders,
in order to ensure that immediately prior to the Expiration Date the Company
shall have received information in sufficient detail to enable it to decide
whether to extend the Exchange Offer. You shall prepare a final list of all
persons whose tenders were accepted, the aggregate principal amount of
Outstanding Notes tendered and the aggregate principal amount of Outstanding
Notes accepted, and deliver said list to the Company.
17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and the time of receipt thereof and shall be
preserved by you for a period of time at least equal to the period of time you
preserve other records pertaining to the transfer of securities. You shall
dispose of unused Letters of Transmittal and other surplus materials by
returning them to the Company.
18. You hereby expressly waive any lien, encumbrance or right of
set-off whatsoever that you may have with respect to funds deposited with you
for the payment of transfer taxes by reasons of amounts, if any, borrowed by the
Company, or any of its subsidiaries or affiliates pursuant to any loan or credit
agreement with you or any affiliate of yours or for compensation owed to you
hereunder or to any affiliate of yours by the Company or any of its subsidiaries
or affiliates pursuant to any arrangement.
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19. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as set forth on Schedule I attached hereto.
20. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal and further acknowledge that you have examined each of them. Any
inconsistency between this Agreement, on the one hand, and the Prospectus and
the Letter of Transmittal (as they may be amended from time to time), on the
other hand, shall be resolved in favor of the latter two documents, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent,
which shall be controlled by this Agreement.
21. The Company covenants and agrees to indemnify and hold you harmless
in your capacity as Exchange Agent hereunder against any loss, liability, cost
or expense, including attorneys' fees and expenses, arising out of or in
connection with any act, omission, delay or refusal made by you in reliance upon
any signature, endorsement, assignment, certificate, order, request, notice,
instruction or other instrument or document reasonably believed by you to be
valid, genuine and sufficient and in accepting any tender or effecting any
transfer of Outstanding Notes reasonably believed by you in good faith to be
authorized, and in delaying or refusing in good faith to accept any tenders or
effect any transfer of Outstanding Notes; provided, however, that the Company
shall not be liable for indemnification or otherwise for any loss, liability,
cost or expense to the extent arising out of your gross negligence or willful
misconduct. In no case shall the Company be liable under this indemnity with
respect to any claim against you in your capacity as Exchange Agent unless the
Company shall be notified by you, by letter or by facsimile confirmed by letter,
of the written assertion of a claim against you or of any other action commenced
against you, promptly after you shall have received any such written assertion
or notice of commencement of action. The Company shall be entitled to
participate at its own expense in the defense of any such claim or other action,
and, if the Company so elects, the Company shall assume the defense of any suit
brought to enforce any such claim. In the event that the Company shall assume
the defense of any such suit, the Company shall not be liable for the fees and
expenses of any additional counsel thereafter retained by you so long as the
Company shall retain counsel satisfactory to you to defend such suit, and so
long as such counsel's representation of you would not present it with a
conflict of interest.
22. You shall arrange to comply with all requirements under the tax
laws of the United States, including those relating to missing Tax
Identification Numbers, and shall file any appropriate reports with the Internal
Revenue Service. The Company understands that you are required to deduct 31% on
payments to holders who have not supplied their correct Taxpayer Identification
Number or required certification. Such funds will be turned over to the Internal
Revenue Service in accordance with applicable regulations.
23. This Agreement and your appointment as Exchange Agent hereunder
shall be construed and enforced in accordance with the laws of the State of New
York
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applicable to agreements made and to be performed entirely within such state,
and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.
24. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
25. In case any provision of this Agreement 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.
26. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party to be
charged. This Agreement may not be modified orally.
27. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:
If to the Company:
International Speedway Corporation
0000 Xxxx Xxxxxxxxxxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
Attention: W. Xxxxxxx Xxxxxx, Vice President and General Counsel
If to the Exchange Agent:
First Union National Bank
Corporate Trust Operations
0000 Xxxx X.X. Xxxxxx Xxxxxxxxx
Xxxxxxxx 0X0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Exchange Department
28. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Paragraphs 21 and 23 shall survive the termination of this Agreement.
Upon any termination of this Agreement, you shall promptly deliver to the
Company any
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certificates for Notes, funds or property then held by you as Exchange Agent
under this Agreement.
29. This Agreement shall be binding and effective as of the date
hereof. Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
INTERNATIONAL SPEEDWAY
CORPORATION
By:______________________
Name:
Title:
Accepted as of the date
first above written:
FIRST UNION NATIONAL BANK, as Exchange Agent
By:_____________________
Name:
Title:
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SCHEDULE I
FEES
9
EXHIBIT A
FORM OF LETTER OF TRANSMITTAL
10
EXHIBIT B
FORM OF NOTICE OF GUARANTEED DELIVERY
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