Second Supplemental Indenture, dated February 3, 2011, by and among the Company,



 Exhibit 4.4 

This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of
February 3, 2011, among Speedway Motorsports, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and U.S. Bank National Association, as trustee (the “Trustee”) for the Company’s 6 3/4% Senior Subordinated Notes due 2013 (the
“Notes”). 
 W I T N E S S E T H 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture (the “Original Indenture”), dated
as of May 16, 2003, providing for the issuance of the Notes, which Original Indenture has been supplemented by a First Supplemental Indenture, dated as of June 28, 2004 (the Original Indenture as so supplemented, the
“Indenture”); 
 WHEREAS, the Company has offered to purchase any and all of the Notes (the
“Offer”) and has solicited consents (the “Solicitation”) to certain amendments to the Indenture pursuant to the Company’s Offer to Purchase and Consent Solicitation Statement dated January 20, 2011 (the
“Statement”); 
 WHEREAS, Section 9.02 of the Indenture provides that the Company and the Guarantors, when
authorized by a Board Resolution, and the Trustee may amend or supplement the Indenture with, among other things, the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including
consents obtained in connection with a tender offer); 
 WHEREAS, in accordance with Section 9.02 of the Indenture, the
Company has obtained the written consent to the proposed amendments of the Indenture contained in this Second Supplemental Indenture (collectively, the “Proposed Amendments”) from the Holders of at least a majority in aggregate
principal amount of the Notes now outstanding; 
 WHEREAS, the Company and the Guarantors are authorized to enter into this
Second Supplemental Indenture by appropriate Board Resolutions, and the Trustee has received an Opinion of Counsel and an Officers’ Certificate stating that the execution of this Second Supplemental Indenture is permitted by the Indenture and
all conditions precedent under the Indenture have been satisfied; and 
 WHEREAS, all actions necessary to make the Indenture,
as supplemented by this Second Supplemental Indenture, the legal, valid and binding obligation of the Company and the Guarantors, have been done. 
 NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: 

Section 1.01 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in
the Indenture. 







 Section 2.01 Amendments to Indenture and Notes. At such time as the Company
delivers written notice to the Trustee and U.S. Bank National Association, in its capacity as the depositary for the Notes with respect to the Offer, that Notes representing at least a majority in aggregate principal amount of the Notes have been
validly tendered and not validly withdrawn pursuant to the Offer and accepted for purchase: 
 (a) The following Sections of the
Indenture, and any corresponding provisions in the Notes, shall be deleted in their entirety and replaced with “Intentionally Omitted,” and all references made thereto throughout the Indenture and the Notes shall be deleted in their
entirety: 
  

			
	 Existing Section or

Subsection Number
	  	 Caption

	 Section 4.05
	  	Taxes
	 Section 4.06
	  	Stay, Extension and Usury Laws
	 Section 4.07
	  	Restricted Payments
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Subsidiaries
	 Section 4.09
	  	Incurrence of Indebtedness and Issuance of Preferred Stock
	 Section 4.11
	  	Transactions with Affiliates
	 Section 4.12
	  	Liens
	 Section 4.13
	  	Guarantees of Certain Indebtedness
	 Section 4.14
	  	Corporate Existence
	 Section 4.16
	  	Limitation on Layering
	 Section 4.17
	  	Sale and Leaseback Transactions
	 Section 4.18
	  	Limitations on Issuances and Sales of Capital Stock of Wholly Owned Subsidiaries
	 Section 4.19
	  	Payments for Consent
	 Section 4.20
	  	Future Guarantors
	 Section 4.21
	  	Investment Company Act
	 Section 5.01
	  	Merger, Consolidation or Sale of Assets


(b) Section 4.03 of the Indenture shall be amended by deleting the text of such Section in its entirety and replacing it with the
following text: 
 Section 4.03. Reports. 

The Company and the Guarantors shall at all times comply with the TIA §314(a). 

(c) Section 4.04 of the Indenture shall be amended by deleting the text of such Section in its entirety and replacing it with the
following text: 
 Section 4.04. Compliance Certificate. 

The Company shall deliver to the Trustee not less often than annually an Officers’ Certificate stating that as to
each such Officer’s knowledge the Issuers have complied with all conditions and covenants under this Indenture. 
 (d)
Subclauses (c), (d), (e), (f) and (g) of Section 6.01 of the Indenture, and any corresponding provisions in the Notes, shall be deleted in their entirety and replaced with “Intentionally Omitted,” and all references made
thereto throughout the Indenture and the Notes shall be deleted in their entirety. 

  
 2 








 (e) All references made to a provision in the Indenture or the Notes deleted pursuant to the
amendments set forth in Subsections (a) through (d) of this Section 2.01 shall be deleted in their entirety from the Indenture and the Notes, and any definitions used exclusively in the provisions of the Indenture deleted pursuant to
the amendments set forth in Subsections (a) through (d) of this Section 2.01 shall be deleted in their entirety from the Indenture. The applicable provisions of the Notes, including without limitation Section 8 thereof, shall be
deemed amended to reflect the amendments to the corresponding provisions of the Indenture that are amended pursuant to Subsections (a) through (d) hereof. 
 Section 3.01. The Indenture Ratified. Except as hereby otherwise expressly provided, the Indenture is in all respects ratified and confirmed, and all the terms, provisions, and conditions
thereof shall be and remain in full force and effect. 
 Section 4.01. Counterparts. This Second Supplemental
Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 
 Section 5.01. This Second Supplemental Indenture is a Supplement to the Indenture. This Second Supplemental Indenture is executed as and shall constitute an indenture supplemental to the
Indenture and shall be construed in connection with and as part of the Indenture. 
 Section 6.01. Governing Law.
THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE. 

Section 7.01. References to This Second Supplemental Indenture. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this Second Supplemental Indenture may refer to the Indenture without making specific reference to this Second Supplemental Indenture, but nevertheless all such references shall
include this Second Supplemental Indenture unless the context otherwise requires. 
 Section 8.01. Effect of This Second
Supplemental Indenture. The Indenture shall be deemed to be modified as herein provided, but except as modified hereby, the Indenture shall continue in full force and effect. The Indenture as modified hereby shall be read, taken, and construed
as one and the same instrument. 
 Section 9.01. Severability. In the event that any provisions of this Second
Supplemental Indenture shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 10.01. Trust Indenture Act. If any provisions hereof limit, qualify, or conflict with any provisions of the TIA
required under the TIA to be a part of and govern this Second Supplemental Indenture, the provisions of the TIA shall control. If any provision hereof modifies or excludes any provision of the TIA that pursuant to the TIA may be so modified or
excluded, the provisions of the TIA as so modified or excluded hereby shall apply. 

  
 3 








 Section 11.01. Trustee Not Responsible for Recitals. The recitals contained
herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. 

Section 12.01 Headings. The headings herein are inserted for convenience of reference only and are not intended to be a part
of, or affect the meaning or interpretation of, this Second Supplemental Indenture. 
 Section 13.01 Effectiveness.
This Second Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the Trustee in accordance with the provisions of Sections 9.02 and 9.06 of the Indenture;
provided that the Proposed Amendments shall not become operative unless and until the Notes validly tendered (and not validly withdrawn) are purchased (the “Tendered Notes”) pursuant to the terms of the Statement. Prior
to the time the Company pays for any Tendered Notes, the Company may terminate this Second Supplemental Indenture upon written notice to the Trustee, including in connection with any termination or withdrawal of the Offer or the Solicitation with
respect to the Proposed Amendments or if for any other reason the Tendered Notes are not accepted for payment. The Company shall give the Trustee prompt written notice of the acceptance for payment and the purchase of the Tendered Notes as
aforesaid. 
 [Signatures follow] 

  
 4 








 IN WITNESS WHEREOF, each of the parties hereto have caused this Second Supplemental
Indenture to be duly executed on its behalf by its duly authorized officer as of the day and year first above written. 
  

			
	COMPANY:
	
	 SPEEDWAY MOTORSPORTS, INC.,
 a Delaware corporation

		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Treasurer and Chief Financial Officer
	
	GUARANTORS:
	
	ATLANTA MOTOR SPEEDWAY, LLC, a
	Georgia limited liability company
		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Vice President
	
	BRISTOL MOTOR SPEEDWAY, LLC, a
	Tennessee limited liability company
		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Vice President
	
	CHARLOTTE MOTOR SPEEDWAY, LCC, a
	North Carolina limited liability company
		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Executive Vice President and Assistant
		 	Treasurer


 [Signature Page to
Second Supplemental Indenture] 







 
			
	INEX CORP., a North Carolina corporation
		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Executive Vice President
	
	 LAS VEGAS MOTOR SPEEDWAY, LLC,
 a Delaware limited liability company

		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Vice President
	
	 NEVADA SPEEDWAY, LLC,
 a Delaware limited liability company

		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Executive Vice President and Assistant
		 	Secretary
	
	SMISC HOLDINGS, INC., a North Carolina corporation and successor in interest to Speedway
	Systems, LLC, Trackside Holding Corporation and
	Motorsports By Mail LLC
		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Executive Vice President
	
	SPEEDWAY SONOMA, LLC, a Delaware limited liability company and successor in interest to SPR,
	Inc.	 	
		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Executive Vice President and Treasurer



  
 [Signature
Page to Second Supplemental Indenture] 








 
			
	TEXAS MOTOR SPEEDWAY, INC.,
	a Texas corporation
		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Executive Vice President
	
	 SPEEDWAY FUNDING, LLC,
 a Delaware limited liability company

		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	President
	
	 SPEEDWAY PROPERTIES COMPANY, LLC,
 a Delaware limited liability company

		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	President
	
	 SPEEDWAY MEDIA, LLC,

a North Carolina limited liability company

		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Vice President
	
	 SPEEDWAY TBA, LLC,

a North Carolina limited liability company

		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Vice President, Treasurer and Assistant
		 	Secretary



  
 [Signature
Page to Second Supplemental Indenture] 








 
			
	SMI TRACKSIDE, LLC,
	a North Carolina limited liability company
		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Vice President
	
	 TSI MANAGEMENT COMPANY, LLC,
 a North Carolina limited liability company

	
	By: SMISC HOLDINGS, INC., a North Carolina corporation, sole member
		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Executive Vice President
	
	 U.S. LEGEND CARS INTERNATIONAL, INC.,
 a North Carolina corporation f/k/a 600 Racing, Inc.

		
	By:	 	 /s/ William R. Brooks

	Name:	 	William R. Brooks
	Title:	 	Executive Vice President



  
 [Signature
Page to Second Supplemental Indenture] 








 
			
	TRUSTEE:
	
	 U.S. BANK NATIONAL ASSOCIATION, as
 trustee

		
	By:	 	 /s/ Christine Robinette

		 	Authorized Signature



  
 [Signature
Page to Second Supplemental Indenture]