EIGHTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

EIGHTH AMENDMENT TO CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 14, 2009 (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, January 10, 2008 and as of April 11, 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. Section 8.1 is amended by (i) deleting the word “and” in subparagraph (h); (ii) deleting the period in subparagraph (i) and replacing it with the word “and” and a semi-colon; and (iii) adding a new subparagraph (j) to read as follows:

“(j) Indebtedness evidenced by, or any guaranty of, senior notes or additional senior subordinated notes in an amount not to exceed $300,000,000 in the aggregate provided (A) the net proceeds of such senior notes or additional senior subordinated notes shall be used to pay-down the outstanding principal amount of the Revolving Loans, with any remaining amount of such net proceeds to be retained by the Borrowers; (B) the Revolving Committed Amount shall be permanently reduced by the amount of the net proceeds from the issuance of any senior notes but in no event shall the Revolver Committed Amount be reduced below $350,000,000; (C) at the time of the issuance of such senior notes or additional senior subordinated notes Borrowers shall demonstrate compliance on a Pro Forma Basis with the financial covenants set forth herein; and (D) no Default or Event of Default then exists;”.

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/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice Chairman
		SPEEDWAY FUNDING, LLC,
		a Delaware limited liability company
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		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/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President
		SPEEDWAY SYSTEMS LLC,
		a North Carolina limited liability company
		By:		SPR, LLC,
				its manager
				By:		/s/ Xxxxxxx X. Xxxxxx
				Name:		Xxxxxxx X. Xxxxxx
				Title:		Vice President
		[Signatures Continue]

ADMINISTRATIVE AGENT:		BANK OF AMERICA, N.A.,
		in its capacity as the Administrative Agent
		By:		/s/ Xxxxxxxx X. Manduk
		Name:		Xxxxxxxx X. Manduk
		Title:		Assistant Vice President
LENDERS:		BANK OF AMERICA, N.A.,
		in its capacity as a Lender, Swingline Lender and Issuing Lender
		By:		/s/ Xxxxx Xxxxxxxxx
		Name:		Xxxxx Xxxxxxxxx
		Title:		Senior Vice President
		BANK OF THE WEST
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		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/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Managing Director
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Managing Director
		CAROLINA FIRST
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Vice President
		COMERICA BANK
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Vice President
				[Signatures Continue]

		FIRST TENNESSEE BANK NATIONAL ASSOCIATION
		By:
		Name:
		Title:
		FIRSTRUST BANK
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Vice President
		JPMORGAN CHASE BANK, N.A.
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Vice President
		RBC BANK
		By:		/s/ Xxxxxxx X. Xxxxxx III
		Name:		Xxxxxxx X. Xxxxxx III
		Title:		Bank Officer
		REGIONS BANK
		By:
		Name:
		Title:
		SOVEREIGN BANK
		By:
		Name:
		Title:
		SUNTRUST BANK, in its capacity as Documentation Agent and as a Lender
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President
		[Signatures Continue]

		US BANK NATIONAL ASSOCIATION
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President
		WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Syndication Agent and as a Lender
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Senior Vice President
		TD BANKNORTH, N.A.
		By:
		Name:
		Title: