Eighth Amendment to Credit Agreement



 Exhibit 10.2 
 EIGHTH AMENDMENT TO CREDIT AGREEMENT 
 THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 14,
2009 (this “Amendment”), relating to the Credit Agreement referenced below, is by and among Speedway Motorsports, Inc., a Delaware corporation (“SMI”), and Speedway Funding, LLC, a Delaware limited liability
company) (“Speedway Funding” and together with SMI, the “Borrowers”), the subsidiaries and related parties identified as Guarantors on the signature pages hereto, the Lenders identified on the signature pages
hereto, Bank of America, N.A., a national banking association, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), Wachovia Bank, National Association, as Syndication Agent (in such capacity, the
“Syndication Agent”), Calyon New York Branch (successor in interest to Credit Lyonnais New York Branch) and SunTrust Bank, as the Documentation Agents (in such capacity, the “Documentation Agents”), and Banc of
America Securities LLC, as Lead Arranger and Book Manager for the Lenders. Terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. 
 W I T N E S S E T H 
 WHEREAS, a $500 million
credit facility has been extended to the Borrowers pursuant to the terms of that Credit Agreement dated as of May 16, 2003, as amended as of November 7, 2003, March 15, 2005, December 2, 2005, May 15,
2006, August 30, 2006, January 10, 2008 and as of April 11, 2008 (as amended and modified from time to time, the “Credit Agreement”) among the Borrowers, the subsidiaries and related parties identified as
guarantors therein, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, Credit Lyonnais, New York Branch, Fleet National Bank, and SunTrust Bank, as
the Documentation Agents, and Banc of America Securities LLC, as Lead Arranger and Book Manager for the Lenders; 
 WHEREAS, the Borrowers
have requested certain modifications to the Credit Agreement; 
 WHEREAS, the requested modifications require the approval of the Lenders;

 WHEREAS, the Lenders have agreed to the requested modifications on the terms and conditions set forth herein; 







 NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendment. Section 8.1 is amended by
(i) deleting the word “and” in subparagraph (h); (ii) deleting the period in subparagraph (i) and replacing it with the word “and” and a semi-colon; and (iii) adding a new subparagraph (j) to read as
follows: 
 “(j) Indebtedness evidenced by, or any guaranty of, senior notes or additional senior subordinated notes in
an amount not to exceed $300,000,000 in the aggregate provided (A) the net proceeds of such senior notes or additional senior subordinated notes shall be used to pay-down the outstanding principal amount of the Revolving Loans, with any
remaining amount of such net proceeds to be retained by the Borrowers; (B) the Revolving Committed Amount shall be permanently reduced by the amount of the net proceeds from the issuance of any senior notes but in no event shall the
Revolver Committed Amount be reduced below $350,000,000; (C) at the time of the issuance of such senior notes or additional senior subordinated notes Borrowers shall demonstrate compliance on a Pro Forma Basis with the financial covenants set
forth herein; and (D) no Default or Event of Default then exists;”. 
 2. Conditions Precedent. This Amendment shall be
effective as of the date hereof upon satisfaction of each of the following conditions precedent: 
 (a) the execution of this
Amendment by the Credit Parties and the Required Lenders; and 
 (b) receipt by the Administrative Agent of all other fees and
expenses owing in connection with this Amendment. 
 3. Representations and Warranties. Each of the Credit Parties hereby represents
and warrants in connection herewith that as of the date hereof (after giving effect hereto) (a) the representations and warranties set forth in Section 6 of the Credit Agreement are true and correct in all material respects (except those
which expressly relate to an earlier date), and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement. 
 4. Acknowledgments, Affirmations and Agreements. Each of the Credit Parties (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Credit Documents
and (iii) agrees that this Amendment does not operate to reduce or discharge the Guarantors’ obligations under the Credit Agreement or the other Credit Documents. 
 5. Credit Agreement. Except as expressly modified hereby, all of the terms and provisions of the Credit Agreement remain in full force and effect.

 6. Expenses. The Borrowers jointly and severally agree to pay all reasonable costs and expenses in connection with the preparation,
execution and delivery of this Amendment, including the reasonable fees and expenses of the Administrative Agent’s legal counsel. 
 7.
Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original. It shall not be necessary in making proof of this Amendment to produce or account for more
than one such counterpart. 
  

 2 








 8. Governing Law. This Amendment shall be deemed to be a contract under, and shall for all
purposes be construed in accordance with, the laws of the State of North Carolina. 
  

 3 








 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written. 
  

					
	THE BORROWERS:	 	SPEEDWAY MOTORSPORTS, INC.,
		 	a Delaware corporation
			
		 	By:	 	 /s/ William R. Brooks

		 	Name:	 	 William R. Brooks

		 	Title:	 	 Vice Chairman

		
		 	SPEEDWAY FUNDING, LLC,
		 	a Delaware limited liability company
			
		 	By:	 	 /s/ William R. Brooks

		 	Name:	 	 William R. Brooks

		 	Title:	 	 President

		
		 	 [Signatures Continue]










							
	GUARANTORS:	 	600 RACING, INC.,
		 	a North Carolina corporation
		 	ATLANTA MOTOR SPEEDWAY, LLC,
		 	a Georgia limited liability company
		 	BRISTOL MOTOR SPEEDWAY, LLC,
		 	a Tennessee limited liability company
		 	CHARLOTTE MOTOR SPEEDWAY, LLC,
		 	a North Carolina limited liability company
		 	INEX CORP.,
		 	a North Carolina corporation
		 	LAS VEGAS MOTOR SPEEDWAY, LLC,
		 	a Delaware limited liability company
		 	MOTORSPORTS BY MAIL, LLC
		 	a North Carolina limited liability company
		 	NEVADA SPEEDWAY, LLC,
		 	a Delaware limited liability company
		 	SMI TRACKSIDE, LLC,
		 	a North Carolina limited liability company
		 	SMISC HOLDINGS, INC.,
		 	a North Carolina corporation
		 	SPEEDWAY MEDIA, LLC,
		 	a North Carolina limited liability company
		 	SPEEDWAY PROPERTIES COMPANY, LLC,
		 	a Delaware limited liability company
		 	SPEEDWAY SONOMA, LLC,
		 	a Delaware limited liability company
		 	SPR, LLC, a Delaware limited liability company
		 	TEXAS MOTOR SPEEDWAY, INC.,
		 	a Texas corporation
		 	TRACKSIDE HOLDING CORPORATION,
		 	a North Carolina corporation
			
		 	By:	 	 /s/ William R. Brooks

		 	Name:	 	 William R. Brooks

		 	Title:	 	 Vice President

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

		 		 	Name:	 	 William R. Brooks

		 		 	Title:	 	 Vice President

		
		 	[Signatures Continue]









					
	ADMINISTRATIVE AGENT:	 	 BANK OF AMERICA, N.A.,

		 	 in its capacity as the Administrative Agent

			
		 	By:	 	 /s/ Bridgett J. Manduk

		 	Name:	 	 Bridgett J. Manduk

		 	Title:	 	 Assistant Vice President

		
	LENDERS:	 	 BANK OF AMERICA, N.A.,

		 	 in its capacity as a Lender, Swingline Lender and Issuing Lender

			
		 	By:	 	 /s/ Kevin Bertelsen

		 	Name:	 	 Kevin Bertelsen

		 	Title:	 	 Senior Vice President

		
		 	 BANK OF THE WEST

			
		 	By:	 	 /s/ Sidney Jordan

		 	Name:	 	 Sidney Jordan

		 	Title:	 	 Vice President

		
		 	 CALYON NEW YORK BRANCH (successor in interest to Credit Lyonnais New York Branch), in its capacity

		 	 as Documentation Agent and as a Lender

			
		 	By:	 	 /s/ David Cagle

		 	Name:	 	 David Cagle

		 	Title:	 	 Managing Director

			
		 	By:	 	 /s/ Brian Myers

		 	Name:	 	 Brian Myers

		 	Title:	 	 Managing Director

		
		 	 CAROLINA FIRST

			
		 	By:	 	 /s/ Luke Barnett

		 	Name:	 	 Luke Barnett

		 	Title:	 	 Vice President

		
		 	 COMERICA BANK

			
		 	By:	 	 /s/ Scott M. Kowalski

		 	Name:	 	 Scott M. Kowalski

		 	Title:	 	 Vice President

			
		 		 	[Signatures Continue]









					
		 	 FIRST TENNESSEE BANK NATIONAL ASSOCIATION

			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

		
		 	FIRSTRUST BANK
			
		 	By:	 	 /s/ Ellen S. Frank

		 	Name:	 	 Ellen S. Frank

		 	Title:	 	 Vice President

		
		 	JPMORGAN CHASE BANK, N.A.
			
		 	By:	 	 /s/ Sean Golden

		 	Name:	 	 Sean Golden

		 	Title:	 	 Vice President

		
		 	RBC BANK
			
		 	By:	 	 /s/ Richard E. Anglin III

		 	Name:	 	 Richard E. Anglin III

		 	Title:	 	 Bank Officer

		
		 	REGIONS BANK
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

		
		 	SOVEREIGN BANK
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

		
		 	 SUNTRUST BANK, in its capacity
 as
Documentation Agent and as a Lender

			
		 	By:	 	 /s/ Shawn Wilson

		 	Name:	 	 Shawn Wilson

		 	Title:	 	 Vice President

		
		 	[Signatures Continue]









					
		 	 US BANK NATIONAL ASSOCIATION

			
		 	By:	 	 /s/ Charles L. Thomas

		 	Name:	 	 Charles L. Thomas

		 	Title:	 	 Vice President

		
		 	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 in its
capacity as Syndication Agent and as a Lender

			
		 	By:	 	 /s/ Douglas T. Davis

		 	Name:	 	 Douglas T. Davis

		 	Title:	 	 Senior Vice President

		
		 	TD BANKNORTH, N.A.
			
		 	By:	 	  

		 	Name:	 	  

		 	Title: