ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 31st, 2004 • Speedway TBA, Inc. • Services-computer programming, data processing, etc. • North Carolina
THIS ASSET PURCHASE AGREEMENT, dated as of May 11, 2004 (the “Agreement”), is by and among SPEEDWAY TBA, INC., a North Carolina corporation (“Buyer”), and NORTH CAROLINA SPEEDWAY, INC., a North Carolina corporation (“Seller”).
JOINDER AGREEMENTJoinder Agreement • August 31st, 2004 • Speedway TBA, Inc. • Services-computer programming, data processing, etc.
THIS JOINDER AGREEMENT (the “Agreement”), dated as of June 28, 2004, is by and between SPEEDWAY TBA, INC., a North Carolina corporation (the “Subsidiary”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, extended or restated from time to time, the “Credit Agreement”), dated as of May 16, 2003, by and among SPEEDWAY MOTORSPORTS, INC., a Delaware corporation, SPEEDWAY FUNDING, LLC, a Delaware limited liability company (collectively, the “Borrowers”), the Credit Parties party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent. All of the defined terms in the Credit Agreement are incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENT by and among Speedway Motorsports, Inc. and the Guarantors named herein and Banc of America Securities LLC Wachovia Securities, Inc. Calyon Securities (USA) Inc. SunTrust Capital Markets Inc. Dated as of July 7, 2004Registration Rights Agreement • August 31st, 2004 • Speedway TBA, Inc. • Services-computer programming, data processing, etc. • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of June 29, 2004 (the “Purchase Agreement”), by and among the Company and the Initial Purchasers (i) for your benefit and for the benefit of each other Initial Purchaser and (ii) for the benefit of the holders from time to time of the Notes (including you and each other Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5 (h) of the Purchase Agreement.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • August 31st, 2004 • Speedway TBA, Inc. • Services-computer programming, data processing, etc. • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of June 28, 2004, among SPEEDWAY MOTORSPORTS INC., a Delaware corporation (the “Company”), TSI Management Company, LLC, a North Carolina limited liability company (“TSI”), Speedway TBA, Inc., a North Carolina corporation (“TBA”) (TSI and TBA each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in and listed on the signature pages to the Indenture referred to below) and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
Speedway Motorsports, Inc. and The Guarantors named herein 6.75% Senior Subordinated Notes due 2013 Purchase Agreement dated June 29, 2004 Banc of America Securities LLC Wachovia Securities, Inc. Calyon Securities (USA) Inc. SunTrust Capital Markets, Inc.Purchase Agreement • August 31st, 2004 • Speedway TBA, Inc. • Services-computer programming, data processing, etc. • New York
JOINDER AGREEMENTJoinder Agreement • August 31st, 2004 • Speedway TBA, Inc. • Services-computer programming, data processing, etc.
THIS JOINDER AGREEMENT (the “Agreement”), dated as of June 28, 2004, is by and between TSI MANAGEMENT COMPANY, LLC, a North Carolina limited liability company (the “Subsidiary”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, extended or restated from time to time, the “Credit Agreement”), dated as of May 16, 2003, by and among SPEEDWAY MOTORSPORTS, INC., a Delaware corporation, SPEEDWAY FUNDING, LLC, a Delaware limited liability company (collectively, the “Borrowers”), the Credit Parties party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent. All of the defined terms in the Credit Agreement are incorporated herein by reference.
PLEDGE AGREEMENTPledge Agreement • August 31st, 2004 • Speedway TBA, Inc. • Services-computer programming, data processing, etc. • North Carolina
THIS PLEDGE AGREEMENT dated as of June 28, 2004 (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 under the Credit Agreement described below and any Affiliates of Lenders which are party to any Hedge Agreements.
