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SEVENTH AMENDMENT TO CREDIT AGREEMENT

Loan Agreement

SEVENTH AMENDMENT TO CREDIT AGREEMENT | Document Parties: SPEEDWAY MOTORSPORTS INC | 600 RACING, INC | ATLANTA MOTOR SPEEDWAY, LLC | Banc of America Securities LLC | Bank of America, N.A. | BRISTOL MOTOR SPEEDWAY, LLC | CHARLOTTE MOTOR SPEEDWAY, LLC | COMERICA BANK | FIRST TENNESSEE BANK NATIONAL ASSOCIATION | FIRSTRUST BANK | INEX CORP | JPMORGAN CHASE BANK, NA | LAS VEGAS MOTOR SPEEDWAY, LLC | MAIL, LLC | MOTOR SPEEDWAY, INC | NEVADA SPEEDWAY, LLC | RBC BANK | REGIONS BANK | SMI TRACKSIDE, LLC | SMISC HOLDINGS, INC | SOVEREIGN BANK | Speedway Funding, LLC | SPEEDWAY MEDIA, LLC | Speedway Motorsports, Inc | SPEEDWAY PROPERTIES COMPANY, LLC | SPEEDWAY SONOMA, LLC | SPEEDWAY SYSTEMS LLC | SPR, LLC | SunTrust Bank | TD BANKNORTH, NA | TRACKSIDE HOLDING CORPORATION | US BANK NATIONAL ASSOCIATION | Wachovia Bank, National Association You are currently viewing:
This Loan Agreement involves

SPEEDWAY MOTORSPORTS INC | 600 RACING, INC | ATLANTA MOTOR SPEEDWAY, LLC | Banc of America Securities LLC | Bank of America, N.A. | BRISTOL MOTOR SPEEDWAY, LLC | CHARLOTTE MOTOR SPEEDWAY, LLC | COMERICA BANK | FIRST TENNESSEE BANK NATIONAL ASSOCIATION | FIRSTRUST BANK | INEX CORP | JPMORGAN CHASE BANK, NA | LAS VEGAS MOTOR SPEEDWAY, LLC | MAIL, LLC | MOTOR SPEEDWAY, INC | NEVADA SPEEDWAY, LLC | RBC BANK | REGIONS BANK | SMI TRACKSIDE, LLC | SMISC HOLDINGS, INC | SOVEREIGN BANK | Speedway Funding, LLC | SPEEDWAY MEDIA, LLC | Speedway Motorsports, Inc | SPEEDWAY PROPERTIES COMPANY, LLC | SPEEDWAY SONOMA, LLC | SPEEDWAY SYSTEMS LLC | SPR, LLC | SunTrust Bank | TD BANKNORTH, NA | TRACKSIDE HOLDING CORPORATION | US BANK NATIONAL ASSOCIATION | Wachovia Bank, National Association

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Title: SEVENTH AMENDMENT TO CREDIT AGREEMENT
Governing Law: North Carolina     Date: 3/13/2009
Industry: Recreational Activities     Sector: Services

SEVENTH AMENDMENT TO CREDIT AGREEMENT, Parties: speedway motorsports inc , 600 racing  inc , atlanta motor speedway  llc , banc of america securities llc , bank of america  n.a. , bristol motor speedway  llc , charlotte motor speedway  llc , comerica bank , first tennessee bank national association , firstrust bank , inex corp , jpmorgan chase bank  na , las vegas motor speedway  llc , mail  llc , motor speedway  inc , nevada speedway  llc , rbc bank , regions bank , smi trackside  llc , smisc holdings  inc , sovereign bank , speedway funding  llc , speedway media  llc , speedway motorsports  inc , speedway properties company  llc , speedway sonoma  llc , speedway systems llc , spr  llc , suntrust bank , td banknorth  na , trackside holding corporation , us bank national association , wachovia bank  national association
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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.

 

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

 
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