<PAGE>

                                                                    EXHIBIT 4.10

                          FIFTH SUPPLEMENTAL INDENTURE

     This FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is dated
as of December 31, 2001, among SPEEDWAY HOLDINGS, INC., a Nevada corporation
(the "Guaranteeing Subsidiary"), SPEEDWAY MOTORSPORTS, INC., a Delaware
corporation (the "Company"), the other Guarantors (as defined in and listed on
the signature pages to the Indenture referred to below) and U.S. BANK NATIONAL
ASSOCIATION, as trustee under the Indenture referred to below (the "Trustee").

                                   WITNESSETH

     WHEREAS, the Company and the other Guarantors have heretofore executed and
delivered to the Trustee an Indenture dated as of August 4, 1997 (as
supplemented by the First Supplemental Indenture dated as of April 1, 1999, the
Second Supplemental Indenture dated as of June 1, 1999, the Third Supplemental
Indenture dated as of December 31, 1999 and the Fourth Supplemental Indenture
dated December 31, 2000, the "Indenture"), providing for the issuance in an
aggregate principal amount of up to $200,000,000 of the Company's 8 1/2% Senior
Subordinated Notes due 2007 (the "Notes"); and

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

     WHEREAS, the Guaranteeing Subsidiary is a wholly-owned subsidiary of the
Company; and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture;

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as
follows (notwithstanding anything to the contrary in this Supplemental
Indenture, such agreements of the

<PAGE>

Guaranteeing Subsidiary shall be construed as identical to those agreements made
by the Guarantors under the Indenture, and the obligations and rights of the
Guaranteeing Subsidiary hereunder shall be no more and no less than those of the
Guarantors under the Indenture):

     (a) Along with all Guarantors named in the Indenture, to jointly and
severally unconditionally Guarantee to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture, the Notes or
the obligations of the Company under this Supplemental Indenture, the Indenture
or the Notes, that:

          (i) the principal of and interest on the Notes will be promptly paid
     in full when due, whether at maturity, by acceleration, redemption or
     otherwise, and interest on the overdue principal of and interest on the
     Notes, if any, if lawful, and all other obligations of the Company to the
     Holders or the Trustee under this Supplemental Indenture, the Indenture or
     the Notes will be promptly paid in full or performed, all in accordance
     with the terms of this Supplemental Indenture, the Indenture and the Notes;
     and

          (ii) in case of any extension of time of payment or renewal of any
     Notes or any of such other obligations, that same will be promptly paid in
     full when due or performed in accordance with the terms of the extension or
     renewal, whether at stated maturity, by acceleration or otherwise. Failing
     payment when due of any amount so guaranteed or any performance so
     guaranteed for whatever reason, the Guaranteeing Subsidiary and the
     Guarantors will be jointly and severally obligated to pay the same
     immediately.

     (b) The obligations of the Guaranteeing Subsidiary hereunder and under the
Indenture shall be unconditional, irrespective of the validity, regularity or
enforceability of this Supplemental Indenture, the Notes or the Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof, of the Indenture or of the
Notes, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor.

     (c) The following is hereby waived by the Guaranteeing Subsidiary:
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands
whatsoever.

     (d) This Note Guarantee shall not be discharged except by complete
performance of the obligations contained herein, and in the Notes and the
Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
Guarantor under the Indenture.

                                       2

<PAGE>

     (e) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guaranteeing Subsidiary or the Guarantors, or any
Custodian, Trustee, liquidator or other similar official acting in relation to
either the Company, the Guaranteeing Subsidiary or the Guarantors, any amount
paid by any of them to the Trustee or such Holder, this Note Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.

     (f) The Guaranteeing Subsidiary agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby and by the Indenture until payment in full of all obligations
guaranteed hereby and by the Indenture.

     (g) As between the Guarantors and the Guaranteeing Subsidiary, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby and by the Indenture may be accelerated as
provided in Article VI of the Indenture for the purposes of this Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby and by the
Indenture, and (y) in the event of any declaration of acceleration of such
obligations as provided in Article VI of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors and the Guaranteeing Subsidiary for the purpose of this Note
Guarantee.

     (h) The Guaranteeing Subsidiary and the Guarantors shall have the right to
seek contribution from any Guarantor so long as the exercise of such right does
not impair the rights of the Holders under the Guarantee.

     (i) Notwithstanding anything to the contrary in this Supplemental Indenture
or in Article XI of the Indenture, the aggregate amount of the Obligations
guaranteed hereunder and under the Indenture by the Guaranteeing Subsidiary
shall be reduced to the extent necessary to prevent the Note Guarantee of the
Guaranteeing Subsidiary from violating or becoming voidable under any law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors.

     3. Execution and Delivery. Notwithstanding Section 11.02 of the Indenture,
the Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full
force and effect notwithstanding any failure to endorse on each Note a notation
of such Note Guarantee.

     4. Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.

     (a) Except as set forth in Articles IV and V and Section 11.04 of the
Indenture, nothing contained in this Supplemental Indenture, in the Indenture or
in any of the Notes shall prevent any consolidation or merger of the
Guaranteeing Subsidiary with or into the Company or

                                       3

<PAGE>

shall prevent any sale or conveyance of the property of the Guaranteeing
Subsidiary as an entirety or substantially as an entirety, to the Company or
another Guarantor.

     (b) Except as set forth in Article IV of the Indenture, nothing contained
in this Supplemental Indenture, in the Indenture or in any of the Notes shall
prevent any consolidation or merger of the Guaranteeing Subsidiary with or into
a corporation or corporations other than the Company (whether or not affiliated
with the Guaranteeing Subsidiary), or successive consolidations or mergers in
which the Guaranteeing Subsidiary or its successor or successors shall be a
party or parties, or shall prevent any sale or conveyance of the property of the
Guaranteeing Subsidiary as an entirety or substantially as an entirety, to a
corporation other than the Company (whether or not affiliated with the
Guaranteeing Subsidiary) authorized to acquire and operate the same; provided,
however, that (i) the Guaranteeing Subsidiary hereby covenants and agrees that,
upon any such consolidation, merger, sale or conveyance, the Note Guarantee, and
the due and punctual performance and observance of all of the covenants and
conditions of this Supplemental Indenture and the Indenture to be performed by
such Guaranteeing Subsidiary, shall be expressly assumed (in the event that the
Guaranteeing Subsidiary is not the surviving corporation in the merger) by
supplemental indenture reasonably satisfactory in form to the Trustee, executed
and delivered to the Trustee, by the corporation formed by such consolidation,
or into which the Guaranteeing Subsidiary shall have been merged, or by the
corporation which shall have acquired such property and (ii) immediately after
giving effect to such transaction, no Default or Event of Default would exist.
In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor corporation, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee and the due and punctual performance of all of the covenants and
conditions of this Supplemental Indenture and the Indenture to be performed by
the Guaranteeing Subsidiary, such successor corporation shall succeed to and be
substituted for the Guaranteeing Subsidiary with the same effect as if it had
been named herein as a Guarantor. Such successor corporation thereupon may cause
to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of
the Notes issuable under the Indenture which theretofore shall not have been
signed by the Company and delivered to the Trustee. All the Subsidiary
Guarantees so issued shall in all respects have the same legal rank and benefit
under the Indenture as the Subsidiary Guarantees theretofore and thereafter
issued in accordance with the terms of the Indenture as though all of such
Subsidiary Guarantees had been issued at the date of the execution of this
Supplemental Indenture.

     5. Releases.

     (a) Concurrently with any sale of assets (including, if applicable, all of
the capital stock of the Guaranteeing Subsidiary), any Liens in favor of the
Trustee in the assets sold thereby shall be released; provided, that in the
event of an Asset Sale, the Net Proceeds from such sale or other disposition are
treated in accordance with the provisions of Section 4.10 of the Indenture. If
the assets sold in such sale or other disposition include all or substantially
all of the

                                       4

<PAGE>

assets of the Guaranteeing Subsidiary or all of the capital stock of the
Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a
sale or other disposition or all of the capital stock of the Guaranteeing
Subsidiary) or the corporation acquiring the property (in the event of a sale or
other disposition of all or substantially all of the assets of the Guaranteeing
Subsidiary) shall be released and relieved of its obligations under its Note
Guarantee or Section 11.03 of the Indenture, as the case may be; provided, that
in the event of an Asset Sale, the Net Proceeds from such sale or other
disposition are treated in accordance with the provisions of Section 4.10 of the
Indenture. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of the
Indenture, including without limitation Section 4.10 of the Indenture, the
Trustee shall execute any documents reasonably required in order to evidence the
release of the Guaranteeing Subsidiary from its obligations under its Note
Guarantee.

     (b) Upon the release by all holders of Senior Indebtedness and Guarantor
Senior Indebtedness of all guarantees issued by the Guaranteeing Subsidiary
relating to such Senior Indebtedness and Guarantor Senior Indebtedness and all
Liens on the property and assets of the Guaranteeing Subsidiary relating to
Senior Indebtedness and Guarantor Senior Indebtedness, then the Guaranteeing
Subsidiary shall be released and relieved of any obligations under its Note
Guarantee. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that all holders of Senior
Indebtedness and Guarantor Senior Indebtedness have released all guarantees
issued by the Guaranteeing Subsidiary and all Liens on the property and assets
of the Guaranteeing Subsidiary relating to such Senior Indebtedness and
Guarantor Senior Indebtedness, the Trustee shall execute any documents
reasonably required in order to evidence the release of the Guaranteeing
Subsidiary from its obligations under its Note Guarantee.

     (c) In the event the Guaranteeing Subsidiary is not released from its
obligations under its Note Guarantee pursuant to either of paragraphs (a) or (b)
of this Section 5 or Section 11.04 of the Indenture, the Guaranteeing Subsidiary
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Supplemental
Indenture or the Indenture, respectively, as provided in Article XI of the
Indenture or this Supplemental Indenture, respectively.

     6. Subordination of Note Guarantees. The obligations of the Guaranteeing
Subsidiary under its Note Guarantee pursuant to this Supplemental Indenture and
Article XI of the Indenture shall be junior and subordinated to the Guarantor
Senior Indebtedness of the Guaranteeing Subsidiary on the same basis as the
Notes are junior and subordinated to Senior Indebtedness. For the purposes of
the foregoing sentence, the Trustee and the Holders shall have the right to
receive and/or retain payments by the Guaranteeing Subsidiary only at such times
as they may receive and/or retain payments in respect of the Notes pursuant to
the Indenture, including Article X of the Indenture.

                                       5

<PAGE>

     7. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Notes, the Subsidiary Guarantees, the Note Guarantee,
the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. Such waiver
may not be effective to waive liabilities under the federal securities laws and
it is the view of the SEC that such a waiver is against public policy.

     8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     9. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     10. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.

     11. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                    [Signatures begin on the following page.]

                                       6

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

                        GUARANTEEING SUBSIDIARY:

                        SPEEDWAY HOLDINGS, INC.


                        By: /s/ William R. Brooks
                            ----------------------------------------------------
                            Name: William R. Brooks
                            Title: Vice President


                        COMPANY:

                        SPEEDWAY MOTORSPORTS, INC.


                        By: /s/ William R. Brooks
                            ----------------------------------------------------
                            Name: William R. Brooks
                            Title: Vice President


                        GUARANTORS:

                        ATLANTA MOTOR SPEEDWAY, INC.
                        BRISTOL MOTOR SPEEDWAY, INC.
                        TEXAS MOTOR SPEEDWAY, INC.
                        600 RACING, INC.
                        SPEEDWAY CONSULTING & DESIGN, INC.
                        INEX CORP.


                        By: /s/ William R. Brooks
                            ----------------------------------------------------
                            Name: William R. Brooks
                            Title: Vice President

                                       7

<PAGE>

                        MOTORSPORTS BY MAIL, LLC
                        SMI SYSTEMS, LLC
                        SPEEDWAY FUNDING, LLC
                        SPEEDWAY MEDIA, LLC
                        SPEEDWAY PROPERTIES COMPANY, LLC


                        By: /s/ William R. Brooks
                            ----------------------------------------------------
                            Name: William R. Brooks
                            Title: Manager


                        IMS SYSTEMS LIMITED PARTNERSHIP

                        By: Speedway Motorsports, Inc., its General Partner


                        By: /s/ William R. Brooks
                            ----------------------------------------------------
                            Name: William R. Brooks
                            Title: Vice President


                        SPEEDWAY SYSTEMS, LLC

                        By: IMS Systems Limited Partnership, its sole manager

                            By: Speedway Motorsports, Inc., its general partner


                        By: /s/ William R. Brooks
                            ----------------------------------------------------
                            Name: William R. Brooks
                            Title: Vice President

                                       8

<PAGE>

                        CHARLOTTE MOTOR SPEEDWAY, LLC
                        SPR, LLC


                        By: /s/ O. Bruton Smith
                            ----------------------------------------------------
                            Name: O. Bruton Smith
                            Title: Manager


                        LAS VEGAS MOTOR SPEEDWAY, LLC
                        SEARS POINT RACEWAY, LLC
                        NEVADA SPEEDWAY, LLC


                        By: /s/ Randall Storey
                            ----------------------------------------------------
                            Name: Randall Storey
                            Title: Manager


                        TRUSTEE:

                        U.S. BANK NATIONAL ASSOCIATION


                        By: /s/ Lori-Anne Rosenberg
                            ----------------------------------------------------
                            Name: Lori Anne Rosenberg
                            Title: Assistant Vice President

                                       9