EXHIBIT 10.13
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 12th, 2002
(this "Amendment"), relating to the Credit Agreement referenced below, is by and
among Speedway Motorsports, Inc., a Delaware corporation ("SMI"), and Speedway
Holdings, Inc., a Nevada corporation (successor by merger to Speedway Holdings,
LLC, a Delaware limited liability company) ("SH Inc." 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, and Bank of America, N.A., a national banking association formerly known
as NationsBank, N.A., as Administrative Agent for the Lenders (in such capacity,
the "Administrative Agent"). 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 $250 million credit facility has been extended to the Borrowers
pursuant to the terms of that Credit Agreement dated as of May 28, 1999 (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 identified therein and NationsBank, N.A. (now known as Bank
of America, N.A.), as Administrative Agent, First Union National Bank, as
Syndication Agent, and Credit Lyonnais Atlanta Agency, as Documentation Agent;
WHEREAS, the Borrowers have requested certain modifications to the Credit
Agreement;
WHEREAS, the requested modifications require the approval of the Required
Lenders;
WHEREAS, the Required 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 Credit Agreement is hereby amended as follows:
(a) The definition of "Applicable Percentage" is amended to read as
follows:
" "Applicable Percentage" means
for purposes of calculating the applicable interest rate for any
day for any Loan, the applicable Standby Letter of Credit Fee for any
day for purposes of Section 3.5(b) or the applicable Trade Letter of
Credit Fee for any day for purposes of Section 3.5(b) or the
applicable Commitment Fee for any day for purposes of Section 3.5(a),
the appropriate applicable percentage set forth below corresponding to
the Consolidated Total Debt Ratio in effect as of the most recent
Calculation Date:
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Applicable Applicable Applicable
Percentage for Applicable Percentage for Percentage for Applicable
Pricing Consolidated Total Eurodollar Percentage for Standby Letter Trade Letter of Percentage for
Level Debt Ratio Loans Base Rate Loans of Credit Fee Credit Fee Commitment Fee
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I Less than or equal
to 2.50 to 1.00 0.75% 0% 0.75% 0.125% 0.175%
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II Less than or equal
to 3.00 to 1.00 but
greater than 2.50 to
1.00 1.00% 0% 1.00% 0.125% 0.20%
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III Less than or equal
to 3.50 to 1.00 but
greater than 3.00 to
1.00 1.25% 0% 1.25% 0.125% 0.225%
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IV Greater than 3.50 to
1.00 1.25% 0% 1.25% 0.125% 0.25%
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Determination of the appropriate Applicable Percentages shall be made
as of each Calculation Date. The Consolidated Total Debt Ratio in
effect as of a Calculation Date shall establish the Applicable
Percentages for the Loans, the Standby Letter of Credit Fee, the Trade
Letter of Credit Fee and the Commitment Fee that shall be effective as
of the date designated by the Administrative Agent as the Applicable
Percentage Change Date. The Administrative Agent shall determine the
Applicable Percentages as of each Calculation Date and shall promptly
notify the Borrowers and the Lenders of the Applicable Percentages so
determined and of the Applicable Percentage Change Date. Such
determinations by the Administrative Agent of the Applicable
Percentages shall be conclusive absent demonstrable error. The initial
Applicable Percentage[s] shall be based on Pricing Level I until the
first Applicable Percentage Change Date occurring after September 12,
2002."
(b) The definition of "Consolidated Capital Charges Coverage Ratio" is
amended to read as follows:
" "Consolidated Capital Charges Coverage Ratio" means, as of any
Calculation Date, the ratio of (i) Consolidated EBIT for the
four-quarter period ended as of such Calculation Date, to (ii)
Consolidated Interest Expense plus dividends paid on preferred and/or
common stock and/or stock repurchases paid for the four-quarter period
ended as of such Calculation Date."
(c) Section 1.3 is amended to read as follows:
"1.3 Accounting Terms.
Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements
and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall be prepared, in accordance
with GAAP applied on a consistent basis. All calculations made for the
purposes of determining compliance with this Credit Agreement shall
(except as otherwise expressly provided herein) be made by application
of GAAP applied on a basis consistent with the most recent annual or
quarterly financial
statements delivered pursuant to Section 7.1 hereof (or, prior to the
delivery of the first financial statements pursuant to Section 7.1
hereof, consistent with the financial statements as at December 31,
1998); provided, however, if (a) Speedway Motorsports shall object in
writing to determining such compliance on such basis at the time of
delivery of such financial statements due to any change in GAAP or the
rules promulgated with respect thereto or (b) the Administrative Agent
or the Required Lenders shall so object in writing within 30 days
after delivery of such financial statements, then such calculations
shall be made on a basis consistent with the most recent financial
statements delivered by Speedway Motorsports to the Lenders as to
which no such objection shall have been made.
Notwithstanding anything herein to the contrary, determination of
(i) the applicable pricing level under the definition of "Applicable
Percentage" and (ii) compliance with the financial covenants hereunder
shall be made on a Pro Forma Basis."
(d) Section 7.11(b) is amended to read as follows:
"(b) Consolidated Total Debt Ratio. The Consolidated Total Debt
Ratio at each Calculation Date shall be no greater than (i) 3.25 to
1.0 on September 30, 2002, December 31, 2002, March 31, 2003; and (ii)
3.0 to 1.0 on June 30, 2003 and on each Calculation Date thereafter."
(e) Section 8.6 is amended to read as follows:
"8.6 Restricted Payments.
None of the Credit Parties will directly or indirectly
declare, order, make or set apart any sum for or pay any
Restricted Payment, except (i) to make dividends payable solely
in the same class of Capital Stock of such Person, (ii) to make
dividends payable to any Credit Party, (iii) Speedway Motorsports
may make dividends payable on its preferred and/or common stock
and/or make stock repurchases of up to $15,000,000.00 in the
aggregate annually provided no Default or Event of Default then
exists or would be caused thereby, and (iv) as permitted by
Section 8.7."
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;
(b) receipt by the Administrative Agent, for the ratable benefit of
the Lenders that execute and deliver this Amendment, an amendment fee of
twelve and one-half basis points (0.125%) on the Revolving Commitments of
such Lenders; and
(c) 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) (i) 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 (ii) 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.
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.
[Remainder of Page Intentionally Left Blank]
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.
BORROWERS: SPEEDWAY MOTORSPORTS, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
SPEEDWAY HOLDINGS, INC.,
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
[Signatures Continue]
GUARANTORS: 600 RACING, INC.,
a North Carolina corporation
ATLANTA MOTOR SPEEDWAY, INC.,
a Georgia corporation
BRISTOL MOTOR SPEEDWAY, INC.,
a Tennessee corporation
CHARLOTTE MOTOR SPEEDWAY, LLC,
a Delaware limited liability company
INEX CORP.,
a North Carolina corporation
LAS VEGAS MOTOR SPEEDWAY, LLC,
a Delaware limited liability company
NEVADA SPEEDWAY, LLC,
a Delaware limited liability company
SEARS POINT RACEWAY, LLC,
a Delaware corporation
SMI SYSTEMS, LLC,
a Nevada limited liability company
SONOMA FUNDING CORPORATION,
a California corporation
SPEEDWAY CONSULTING & DESIGN, INC.,
a North Carolina corporation
SPEEDWAY FUNDING, LLC,
a Delaware limited liability company
SPEEDWAY MEDIA, LLC,
a North Carolina limited liability company
SPEEDWAY PROPERTIES COMPANY, LLC,
a Delaware limited liability company
SPR, LLC, a Delaware limited liability company
TEXAS MOTOR SPEEDWAY, INC.,
a Texas corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
[Signatures Continue]
MOTORSPORTS BY MAIL, LLC
By: Speedway Systems LLC,
its sole manager
By: IMS Systems Limited Partnership,
its sole manager
By: Speedway Motorsports, Inc., its
general partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
IMS SYSTEMS LIMITED PARTNERSHIP,
a North Carolina limited partnership
By: Speedway Motorsports, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
SPEEDWAY SYSTEMS LLC,
a North Carolina limited liability company
By: IMS Systems Limited Partnership,
its sole manager
By: Speedway Motorsports, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
[Signatures Continue]
LENDERS: AMSOUTH
By: /s/ E.T. Xxxxxx, II
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Name: E.T. Xxxxxx, II
Title: Vice President
BANK OF AMERICA, N.A.,
in its capacity as Administrative Agent and
as a Lender
By: /s/ Xxxxx X. Xxxx, Xx.
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Name: Xxxxx X. Xxxx, Xx.
Title: Managing Director
BANK ONE, N.A.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH, in its capacity
as Documentation Agent and as a Lender
By: /s/ Xxxxxx Xxx
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Name: Xxxxxx Xxx
Title: Senior Vice President
FIRST TENNESSEE BANK
By: /s/ X. Xxxxx Peak
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Name: X. Xxxxx Peak
Title: Vice President
WACHOVIA BANK NATIONAL ASSOCIATION, in its
capacity as Syndication Agent and as a Lender
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Director
FLEET NATIONAL BANK
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Managing Director
[Signatures Continue]
NATIONAL CITY BANK
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
SCOTIABANC, INC.
By:
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Name:
---------------------------------------------
Title:
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SOUTHTRUST BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Group Vice President
SUNTRUST BANK, N.A.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Director
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Assistant Vice President
[Signatures Continue]
LEAD ARRANGER
AND BOOK MANAGER: BANC OF AMERICA SECURITIES LLC
By: /s/ Xxxxx X. Xxxx, Xx.
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Name: Xxxxx X. Xxxx, Xx.
Title: Managing Director
