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.
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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.
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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.
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THE
BORROWERS :
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SPEEDWAY
MOTORSPORTS, INC.,
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a Delaware
corporation
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By:
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Name:
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Title:
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Executive Vice President and Chief
Financial Officer
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SPEEDWAY
FUNDING, LLC,
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a Delaware
limited liability company
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By:
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Name:
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Title:
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[Signatures Continue]
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GUARANTORS :
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600 RACING,
INC.,
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a North
Carolina corporation
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ATLANTA MOTOR
SPEEDWAY, LLC,
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a Georgia
limited liability company
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BRISTOL MOTOR
SPEEDWAY, LLC,
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a Tennessee
limited liability company
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CHARLOTTE MOTOR
SPEEDWAY, LLC,
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a North
Carolina limited liability company
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INEX
CORP.,
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a North
Carolina corporation
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LAS VEGAS MOTOR
SPEEDWAY, LLC,
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a Delaware
limited liability company
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MOTORSPORTS BY
MAIL, LLC
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