Seventh Amendment to Credit Agreement



 Exhibit 10.37 
 SEVENTH AMENDMENT TO CREDIT AGREEMENT 
 THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of
April 11, 2008 with an effective date of December 31, 2007 (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 and as of January 10, 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. The definition of “Consolidated Net Income” set forth in
Section 1.1 of the Credit Agreement is amended to read as follows: 
 “ “Consolidated Net Income” means, for any
period, with respect to the combined results of Speedway Motorsports and its Subsidiaries, the gross revenues from operations (including payments received of interest income) less all operating and non-operating expenses including taxes on income,
all determined in accordance with GAAP; but excluding from the calculation of income: (i) net gains on the sale, conversion or other disposition of capital assets, (ii) net gains on the acquisition, retirement, sale or other disposition of
Capital Stock and other securities issued by Speedway Motorsports and its Subsidiaries, (iii) net gains on the collection of proceeds of life insurance policies, (iv) any write-up of any asset, (v) the $12,000,000 loss taken by the
Speedway Motorsports on early debt retirement in the second quarter of 2003, (vi) any other gain or loss of an extraordinary nature as determined in accordance with GAAP, and (vii) any other non-cash gain or loss of a non-recurring nature
relating solely to Motorsports Authentics, LLC, a Delaware limited liability company.” 
 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:	 	 Executive Vice President and Chief Financial Officer

		
		 	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/ Madison B. Wyche IV

		 	Name:	 	 Madison B. Wyche IV

		 	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/ Brian Myers

		 	Name:	 	 Brian Myers

		 	Title:	 	 Managing Director

			
		 	By:	 	 /s/ Robert Smith

		 	Name:	 	 Robert Smith

		 	Title:	 	 Managing Director

		
		 	CAROLINA FIRST
			
		 	By:	 	 /s/ Charles D. Chamberlain

		 	Name:	 	 Charles D. Chamberlain

		 	Title:	 	 Executive Vice President

		
		 	COMERICA BANK
			
		 	By:	 	 /s/ Scott M. Kowalski

		 	Name:	 	 Scott M. Kowalski

		 	Title:	 	 Vice President


  

 [Signatures Continue] 









					
		 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ Miles R. Snider

		 	Name:	 	 Miles R. Snider

		 	Title:	 	 Vice President

		
		 	FIRSTRUST BANK
			
		 	By:	 	 /s/ Ellen Frank

		 	Name:	 	 Ellen Frank

		 	Title:	 	 Vice President

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

		 	Name:	 	 Sean P. Golden

		 	Title:	 	 Assistant Vice President

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

		 	Name:	 	 Richard E. Anglin III

		 	Title:	 	 Bank Officer

		
		 	REGIONS BANK
			
		 	By:	 	 /s/ Elaine Passman

		 	Name:	 	 Elaine Passman

		 	Title:	 	 Vice President

		
		 	SOVEREIGN BANK
			
		 	By:	 	 /s/ Kathryn McEnroe Williams

		 	Name:	 	 Kathryn McEnroe Williams

		 	Title:	 	 Vice President

		
		 	SUNTRUST BANK, in its capacity as Documentation Agent and as a Lender
			
		 	By:	 	 /s/ William C. Barr, III

		 	Name:	 	 William C. Barr, III

		 	Title:	 	 Managing Director


  

 [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:	 	 /s/ John Mercier

		 	Name:	 	 John Mercier

		 	Title:	 	 Senior Vice President