Pledge Agreement dated May 16, 2003



 EXHIBIT 10.2 
  
 PLEDGE AGREEMENT 
  
 THIS PLEDGE AGREEMENT dated as of May 16, 2003 (as amended and modified, the “Pledge Agreement” or this “Agreement”) by
those parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (the “Pledgors”) in favor of BANK OF AMERICA, N.A., as Administrative Agent
(in such capacity, the “Administrative Agent”) for the Lenders under the Credit Agreement described below and any Affiliates of Lenders which are party to any Hedging Agreements. 
  
 W I T N E S S E T H 
  
 WHEREAS, the Lenders have severally agreed to make loans and extensions of
credit to Speedway Motorsports, Inc., a Delaware corporation (“Speedway Motorsports”), and Speedway Funding, LLC, a Delaware limited liability company (“Speedway Funding” — hereinafter Speedway Motorsports and
Speedway Funding may be referred to collectively as the “Borrowers”), upon the terms and conditions provided in that Credit Agreement dated as of the date hereof (as amended and modified, the “Credit Agreement”)
among the Borrowers, the Guarantors and Lenders identified therein and Bank of America, N.A., as Administrative Agent; 
  
 WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligation of the Lenders to make their respective loans and
extensions of credit to the Borrowers thereunder that the Pledgors shall have executed and delivered this Pledge Agreement to the Administrative Agent for the ratable benefit of the Lenders; 
  
 NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective loans and extensions of credit thereunder, the Pledgors hereby agree with the Administrative Agent, for the ratable benefit of
the Lenders, as follows: 
  
 1.Defined Terms. (a) Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement; provided, for purposes hereof, “Lender” shall include any Affiliate of a Lender that has entered
into a Hedge Agreement with any Credit Party. 
  
 (b) The following terms shall have the following meanings: 
  
 “Collateral”: the Pledged Stock and all Proceeds thereof. 
  
 “Collateral Account”: any account established to hold money Proceeds, maintained under the sole dominion and control of
the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders as provided in Section 8(a) hereof. 
  
 “Issuers”: the collective reference to the companies identified on Schedule 1 hereto as the issuers of the Pledged
Stock; individually, each an “Issuer.” 







 “Pledged Stock”: the shares of capital stock listed on Schedule 1
hereto, together with all stock certificates, options or rights of any nature whatsoever that may be issued or granted by any Issuer to a Pledgor in respect of the Pledged Stock while this Agreement is in effect, including but not limited to the
following: 
  
 (i) all shares, securities,
membership interests or other equity interests representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a stock split, revision,
reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Stock; and 
  
 (ii) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder
or under the Credit Agreement, in the event of any consolidation or merger involving the Issuer in which the Issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

  
 “Proceeds”: all
“proceeds” as such term is defined in the Uniform Commercial Code as in effect in the State of North Carolina on the date hereof. 
  
 “Secured Obligations”: the collective reference to the following: 
  
 (a) All Borrowers’ Obligations; and 
  
 (b) the prompt payment, performance and observance by the
Guarantors of all obligations of the Guarantors under the Credit Agreement and any other Credit Documents to which any of the Guarantors is a party (including, without limitation, payment of their guaranty obligations under the Credit Agreement).

  
 “Securities Act”: the
Securities Act of 1933, as amended. 
  
 “Uniform Commercial Code” or “UCC”: the Uniform Commercial Code from time to time in effect in the State of North Carolina. 
  
 (c) The words “hereof,” “herein” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified. 
  
 (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms. 
  
 2. Pledge; Grant of Security Interest. Each of the Pledgors hereby delivers to the Administrative Agent, for the ratable benefit of the Lenders, all the Pledged Stock and hereby 

  

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grants to the Administrative Agent, for the ratable benefit of the Lenders, a first security interest in the Collateral, as collateral security for the
prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. 
  
 Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that the Pledgor may from time to time hereafter deliver
additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral and shall be subject to
the terms of this Pledge Agreement whether or not Schedule 1 is amended to refer to such additional Capital Stock. 
  
 3. Stock Powers. Concurrently with the delivery to the Administrative Agent of each certificate representing one or more shares of Pledged Stock,
each of the Pledgors shall deliver an undated stock power covering such certificate, duly executed in blank with, if the Administrative Agent so requests, signature guaranteed. 
  
 4. Representations and Warranties. Each Pledgor represents and warrants that: 
  
 (a) Each Pledged Stock constitutes (i) 100% of the issued
and outstanding shares of all classes of capital stock of each Domestic Subsidiary of the Borrowers and (ii) 65% (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding capital stock
entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding capital stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Foreign Subsidiary of the
Borrowers. 
  
 (b) All of the Pledged Stock has
been duly and validly issued and are fully paid and nonassessable. 
  
 (c) The Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Stock of such Pledgor, free of any and all Liens or options in favor of, or claims of, any other Person, except
the security interests created by this Agreement. 
  
 (d) Upon delivery to the Administrative Agent of any stock certificates evidencing the Pledged Stock, the security interest created by this Agreement will constitute a valid, perfected first priority security interest in the Collateral,
enforceable in accordance with its terms against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 
  

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 (e) Except as previously disclosed to the Administrative Agent, none of the Pledged Stock
consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an
investment company security, (iv) is held in a securities account or (v) constitutes a “Security (as such term is defined in the UCC). 
  
 5. Covenants. Each Pledgor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until
the Secured Obligations have been satisfied in full and the Commitments have been terminated: 
  
 (a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization),
option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent and the
Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with
an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional
collateral security for the Secured Obligations. Any sums paid to a Pledgor upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as
additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the
recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for
the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold
such money or property in trust for the Lenders, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations. 
  
 (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to
permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or equity securities of any nature of any Issuer, (ii) sell,
assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or


  

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any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or
ability of the Pledgor or the Administrative Agent to sell, assign or transfer any of the Collateral. 
  
 (c) The Pledgor shall maintain the security interests created by this Agreement as first, perfected security interests and shall defend
such security interests against claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute
and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein
granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such promissory note, instrument or chattel paper shall be immediately delivered
to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. 
  
 (d) The Pledgor shall pay, and save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement,
except for any such liabilities which result from the gross negligence or willful misconduct of the Administrative Agent. 
  
 (e) The Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such
agreements, documents and instruments as the Administrative Agent may require, issue or acquire any Capital Stock consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in
a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a “Security (as such term is
defined in the UCC). 
  
 6. Cash Dividends; Voting Rights.
Unless an Event of Default has occurred and the Administrative Agent has given notice to the Pledgors of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7 hereof, the Pledgors shall be permitted to
receive all cash dividends, to the extent permitted in the Credit Agreement, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be
cast or corporate right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit
Agreement, this Agreement or any other Credit Document. 
  
 7.
Rights of the Lenders and the Administrative Agent. (a) All money Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent for 

  

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the benefit of the Lenders in a Collateral Account. All Proceeds while held by the Administrative Agent in a Collateral Account (or by the Pledgors in trust
for the Administrative Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 8(a) hereof. 
  
 (b) At any time after an Event of Default has occurred and the Administrative
Agent has given notice to the Pledgors of its intent to exercise the following rights to the Pledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make application
thereof to the Secured Obligations in the order set forth is Section 9.3 of the Credit Agreement, and (ii) all of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or
its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to the Pledged Stock at any meeting of shareholders of any Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other
rights, privileges or options pertaining to the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Pledgor or the Administrative Agent of any right, privilege or option pertaining to the Pledged Stock, and in
connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine),
all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or
delay in so doing. 
  
 8. Remedies. (a) At any time after
an Event of Default has occurred, at the Administrative Agent’s election, the Administrative Agent may apply all or any part of Proceeds held in any Collateral Account in payment of the Secured Obligations in the order set forth in Section
9.3 of the Credit Agreement. 
  
 (b) At any time after an
Event of Default has occurred, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the
Secured Obligations, all rights and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgors or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit 

  

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risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Pledgor, which right or equity of redemption is hereby waived and released. The Administrative Agent shall apply any
Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements of
counsel to the Administrative Agent, to the payment in whole or in part of the Secured Obligations, in the order set forth in Section 9.3 of the Credit Agreement, and only after such application and after the payment by the Administrative
Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Pledgor. To the extent permitted by applicable law, each Pledgor waives all claims, damages and demands it may acquire
against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least 20 days before such sale or other disposition. The Pledgors shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Secured Obligations and the fees
and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency. 
  
 9. Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged
Stock pursuant to Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgors
will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the
Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become
effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the
opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor acknowledges and
agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdiction which the Administrative Agent shall designate and to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. 
  
 (b) Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain
prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obligated to 

  

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agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each
Pledgor agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if such Issuer agrees to do so. 
  
 (c) Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of
all or any portion of the Pledged Stock pursuant to Sections 8 and 9(a) valid and binding and in compliance with any and all other applicable Requirements of Law. Each Pledgor further agrees that a breach of any of the covenants contained in
Sections 8 and 9(a) will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant
contained in Sections 8 and 9(a) shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no
Event of Default has occurred. 
  
 10. Irrevocable
Authorization and Instruction to Issuer. Each Pledgor hereby authorizes and instructs each Issuer to comply with any instruction received by it from the Administrative Agent in writing that (a) states that an Event of Default has occurred and
(b) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Pledgor, and such Pledgor agrees that each Issuer shall be fully protected by the Pledgors in so complying. 
  
 11. Administrative Agent’s Appointment as Attorney-in-Fact. (a)
Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with fully irrevocable power and
authority in the place and stead of such Pledgor and in the name of such Pledgor or in the Administrative Agent’s own name, from time to time in the Administrative Agent’s discretion, for the purpose of carrying out the terms of this
Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, including, without limitation, any financing statements,
endorsements, assignments or other instruments of transfer. 
  
 (b) Each Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a) hereof. All powers, authorizations and agencies contained in this Agreement are
coupled with an interest and are irrevocable until the Secured Obligations have been satisfied in full and the Commitments have been terminated. 
  
 12. Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of
the Collateral in its possession, under 

  

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Section 9-207 of the Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar
securities and property for its own account, except that the Administrative Agent shall have no obligation to invest funds held in any Collateral Account and may hold the same as demand deposits. Neither the Administrative Agent, any Lender nor any
of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. 
  
 13. Execution of Financing Statements. Pursuant to Section 9-708 of the Uniform Commercial Code, each Pledgor authorizes the Administrative Agent
to prepare and file financing statements with respect to the Collateral in such form and in such filing offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this
Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may
determine is necessary or advisable to ensure the perfection of the security interest in the collateral granted to the Administrative Agent in connection herewith. 
  
 14. Authority of Administrative Agent. Each Pledgor acknowledges that the rights and responsibilities of the
Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as
between the Administrative Agent and such Pledgor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and neither any Pledgor nor any Issuer
shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 
  
 15. Notices. All notices shall be given or made in accordance with Section 11.1 of the Credit Agreement. 
  
 16. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. 
  
 17. Amendments in Writing; No
Waiver; Cumulative Remedies. (a) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Pledgors and the Administrative Agent, provided
that any provision of this Agreement may be waived by the Administrative Agent and 

  

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the Lenders in a letter or agreement executed by the Administrative Agent or by facsimile transmission from the Administrative Agent. 
  
 (b) Neither the Administrative Agent nor any Lender shall by any act (except
by a written instrument pursuant to Section 17(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms
and conditions hereof. No failure to exercise, nor any delay in exercising on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. 
  
 (c) The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies
provided by law. 
  
 18. Section Headings. The section
headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 
  
 19. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the Pledgors and shall
inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns, provided that the Pledgors may not assign any of their rights or obligations under this Agreement without the prior written consent of the
Administrative Agent and any such purported assignment without such prior written consent shall be null and void. 
  
 20. Term of Agreement. This Agreement and the security interests granted hereunder shall remain in full force and effect until the Secured
Obligations have been satisfied in full and the Commitments have been terminated, at which time the Administrative Agent shall release and terminate the security interests granted to it hereunder. Upon such release and termination, (i) the Pledgors
shall be entitled to the return, at the Pledgors’ expense, of any and all funds in the Collateral Account and such of the Collateral held by the Administrative Agent as shall not have been sold or otherwise applied pursuant to the terms hereof
and (ii) the Administrative Agent shall, at the Pledgors’ expense, execute and deliver to the Borrowers such UCC termination statements and other documents as the Borrower shall reasonably request to evidence such release and termination.

  
 21. Joint and Several Obligations of Pledgors.

  
 (a) Each of the Pledgors is accepting joint
and several liability hereunder in consideration of the financial accommodation to be provided by the holders of the Secured Obligations, for the mutual benefit, directly and indirectly, of each of the 

  

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Pledgors and in consideration of the undertaking of each of the Pledgors to accept joint and several liability for the obligations of each of them.

  
 (b) Each of the Pledgors jointly and
severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under
this Pledge Agreement, the other Credit Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the
Pledgors without preferences or distinction among them. 
  
 (c) Notwithstanding an provision to the contrary contained herein, in any other of the Credit Documents or in any other documents relating to the Secured Oblations the obligations of each Guarantor under the Credit
Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any
applicable state law. 
  
 22. GOVERNING LAW. THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA. 
  

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 IN WITNESS WHEREOF, the undersigned have caused this Pledge Agreement to be duly executed and delivered
as of the date first above written. 
  

	PLEDGORS:	 	 
		
	 	 	CHARLOTTE MOTOR SPEEDWAY, LLC,
a North Carolina limited liability company
			
	 	 	 By:
	 	 /s/ William R. Brooks


	 	 	 Name:
	 	         William R. Brooks

	 	 	 Title:
	 	         Chief Financial Officer

	 	 	  
 LAS VEGAS MOTOR SPEEDWAY, INC.,
a
Delaware corporation

			
	 	 	 By:
	 	 /s/ William R. Brooks


	 	 	 Name:
	 	         William R. Brooks

	 	 	 Title:
	 	         Chief Financial Officer

	 	 	  
 SPEEDWAY MOTORSPORTS, INC.,
a Delaware
corporation

			
	 	 	 By:
	 	 /s/ William R. Brooks


	 	 	 Name:
	 	         William R. Brooks

	 	 	 Title:
	 	         Chief Financial Officer

	 	 	  
 SPEEDWAY PROPERTIES COMPANY, LLC,
a
Delaware limited liability company

			
	 	 	 By:     
	 	 
			
	 	 	 By:
	 	 /s/ William R. Brooks


	 	 	 Name:
	 	         William R. Brooks

	 	 	 Title:
	 	         Chief Financial Officer

	 	 	  
 SPEEDWAY SONOMA, LLC,
a Delaware
limited liability company

			
	 	 	 By:
	 	 /s/ William R. Brooks


	 	 	 Name:
	 	         William R. Brooks

	 	 	 Title:
	 	         Chief Financial Officer










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


	 	 	 Name:
	 	         William R. Brooks

	 	 	 Title:
	 	         Chief Financial Officer

	 	 	  
 SPR, INC.,
a Delaware
corporation

			
	 	 	 By:
	 	 /s/ William R. Brooks


	 	 	 Name:
	 	         William R. Brooks

	 	 	 Title:
	 	         Chief Financial Officer

	 	 	  
 TRACKSIDE HOLDING CORPORATION,
a North
Carolina corporation

			
	 	 	 By:
	 	 /s/ William R. Brooks


	 	 	 Name:
	 	         William R. Brooks

	 	 	 Title:
	 	         Chief Financial Officer

	ADMINISTRATIVE
AGENT:	 	 
		
	 	 	  
 BANK OF AMERICA, N.A.,
as
Administrative Agent

			
	 	 	 By:
	 	 /s/ James E. Nash, Jr.


	 	 	 Name:
	 	         James E. Nash, Jr.

	 	 	 Title:
	 	         Managing Director









 Schedule 1 
  

Description of Pledged Stock 
  

	 Pledgor

	    	 Issuer

	    	Cert. No.

	    	 No. of
 Shares


	 Speedway Motorsports, Inc.
	    	Atlanta Motor Speedway, Inc.	    	3053	    	6,300
	 Speedway Motorsports, Inc.
	    	Bristol Motor Speedway, Inc.	    	27	    	2,000
	 Speedway Motorsports, Inc.
	    	Charlotte Motor Speedway, LLC	    	N/A	    	N/A
	 Speedway Motorsports, Inc.
	    	Las Vegas Motor Speedway, Inc.	    	1	    	100
	 Speedway Motorsports, Inc.
	    	Texas Motor Speedway, Inc.	    	1	    	1,000
	 Speedway Motorsports, Inc.
	    	SPR, Inc.	    	2	    	50,000
	 Charlotte Motor Speedway, LLC
	    	INEX Corp.	    	1	    	100
	 Charlotte Motor Speedway, LLC
	    	600 Racing, Inc.	    	5	    	5,000
	 Las Vegas Motor Speedway, Inc.
	    	Nevada Speedway, LLC	    	N/A	    	N/A
	 Las Vegas Motor Speedway, Inc.
	    	Speedway Funding, LLC	    	N/A	    	N/A
	 Speedway Properties Company, LLC
	    	Speedway Media, LLC	    	N/A	    	N/A
	 Speedway Sonoma, LLC
	    	Motorsports By Mail, LLC	    	N/A	    	N/A
	 Speedway Systems LLC
	    	Trackside Holding Corporation	    	1	    	100
	 SPR, Inc.
	    	Speedway Properties Company, LLC	    	N/A	    	N/A
	 SPR, Inc.
	    	Speedway Sonoma, LLC	    	N/A	    	N/A
	 SPR, Inc.
	    	Speedway Systems LLC	    	N/A	    	N/A
	 Trackside Holding Corporation
	    	SMI Trackside, LLC	    	N/A	    	N/A

  







 SCHEDULE 2 
  

Form of Irrevocable Stock Power 
  
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to 
  
 the following shares of capital stock of
                                        
    , a                      corporation: 
  

	Certificate No.	    	No. of Shares

  
 and irrevocably appoints 

 
 its agent and attorney-in-fact to transfer all or any part of such capital stock and to
take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. 
  

	 Date:
	  	                                      
                                      ,
		
	 	  	a
                                      
       corporation
		
	 	  	By:
                                        
                              
		
	 	  	Name:
		
	 	  	Title:

  

	 Witnessed by:
	    	 [Signature Guaranteed:]