Pledge Agreement dated July 14, 2009



 Exhibit 10.46 
 AMENDED AND RESTATED 
 PLEDGE AGREEMENT 
 THIS AMENDED AND RESTATED PLEDGE AGREEMENT dated as of July 14, 2009 (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 (as hereinafter defined) under the Credit Agreement described below and any Affiliates of Lenders which are party to any Hedge
Agreements. 
 W I T N E S S E T H 
 WHEREAS, the Lenders have made 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
May 16, 2003 (as amended, modified, renewed, restated, replaced or supplemented prior to the date hereof, the “Existing Credit Agreement”) among the Borrowers, the Guarantors, the several banks and financial institutions
identified therein and Bank of America, N.A., as Administrative Agent; 
 WHEREAS, in connection with the Existing Credit Agreement, the
Borrowers, the Guarantors and the Agent entered into (i) that certain Pledge Agreement dated as of May 16, 2003, (ii) that certain Pledge Agreement dated as of June 28, 2004, (iii) that certain Pledge Agreement dated as of
May 15, 2006 and (iv) that certain Pledge Agreement dated as of January 23, 2008 (as amended, modified, extended, renewed, restated, replaced or supplemented prior to the date hereof, the “Existing Pledge
Agreements”); 
 WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent have entered into that certain Amended and
Restated Credit Agreement dated as of the date hereof (as amended, modified, extended, renewed, restated, replaced or supplemented from time to time, the “Credit Agreement”), pursuant to which the Existing Credit Agreement has been
amended and restated and the obligations under the Existing Credit Agreement have been continued; and 
 WHEREAS, in connection with the
Credit Agreement, the Lenders and the Pledgors have agreed to amend and restate (but not effect a novation of) the Existing Pledge Agreements in accordance with the terms of this Pledge Agreement. 
 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, to amend and restate the Existing Pledge Agreement in its entirety 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, 

  

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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 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) The Pledged Stock constitutes (i) 100% of the issued and outstanding shares of all classes of capital stock of each Domestic
Subsidiary of the Borrowers (other than Unrestricted Subsidiaries) 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. 
  

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 (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. 
 (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 

  

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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 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 

  

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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 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 

  

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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 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 reasonable 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 

  

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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 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 commercially reasonable 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. 
  

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 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 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. Authorization 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 

  

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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 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 

  

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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 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:	 	 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



  

			
	 SPEEDWAY MOTORSPORTS, INC.,
 a Delaware corporation

		
	By:	 	/s/    William R. Brooks         
	Name:	 	 William R. Brooks

	Title:	 	 Vice Chairman and CFO



  

			
	 SPEEDWAY PROPERTIES COMPANY, LLC,
 a Delaware limited liability company

		
	By:	 	/s/    William R. Brooks         
	Name:	 	 William R. Brooks

	Title:	 	 President



  

			
	 SMISC HOLDINGS, INC.,
 a North Carolina corporation

		
	By:	 	/s/    William R. Brooks         
	Name:	 	 William R. Brooks

	Title:	 	 Executive Vice President











							
		 	 ADMINISTRATIVE
 AGENT:
	 	BANK OF AMERICA, N.A.,
		 		 	as Administrative Agent
				
		 		 	By:	 	/s/    Bridgett J. Manduk        
		 		 	Name:	 	 Bridgett J. Manduk

		 		 	Title:	 	 Assistant Vice President