FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER
This First Amendment to Credit Agreement and Waiver (this
"Amendment") is entered into as of November 18, 1998 among SPEEDWAY MOTORSPORTS,
INC., a Delaware corporation ("Speedway Motorsports"), SPEEDWAY FUNDING CORP., a
Delaware corporation ("Speedway Funding" - each a "Borrower" and collectively
the "Borrowers"), certain of Speedway Motorsports' Subsidiaries and related
parties (individually a "Guarantor" and collectively the "Guarantors"),
NATIONSBANK, N.A., as Agent, and the Lenders party to the Credit Agreement (as
defined below). All capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Credit Agreement.
RECITALS
1. The Borrowers, the Guarantors, the Agent and the Lenders
entered into that certain $175,000,000 Amended and Restated Credit Agreement
dated as of August 4, 1997, (as amended, modified or supplemented from time to
time, the "Credit Agreement").
2. The Borrowers have requested, and the Lenders have agreed,
to (a) increase the amount of the credit facility from $175,000,000 to
$270,000,000 to finance the acquisition of 100% of the assets of the Las Vegas
Motor Speedway, Inc. (the "Las Vegas Assets") and (b) waive certain terms of the
Credit Agreement, in each case on the terms, and subject to, the conditions set
forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
A. Amendments to Credit Agreement.
1. The definition of "Applicable Percentage" in Section 1.1
is amended to read as follows:
"Applicable Percentage" means (a) 1.125% for Eurodollar
Loans; (b) 0% for Base Rate Loans; (c) 1.125% for the Standby
Letter of Credit Fee for purposes of Section 3.5(b); (d)
0.125% for the Trade Letter of Credit Fee for purposes of
Section 3.5(b); or (e) 0.25% for the Commitment Fee for
purposes of Section 3.5(a).
2. The definition of "Applicable Percentage Change Date" in
Section 1.1 is deleted in its entirety.
3. The definition of "Termination Date" in Section 1.1 is
amended to read as follows: "Termination Date" means May 16, 1999.
4. Section 2.1(a)(ii) is amended by replacing the amount
"ONE HUNDRED SEVENTY-FIVE MILLION DOLLARS ($175,000,000)" with "TWO HUNDRED
SEVENTY MILLION DOLLARS ($270,000,000)".
5. Section 8.1(g) is amended to read as follows:
"(g) Indebtedness incurred or assumed in any transaction
permitted by Section 8.4 hereof provided (i) such Indebtedness when incurred or
assumed shall not exceed the purchase price of the asset(s) financed; and (ii)
no such incurred or assumed Indebtedness shall be refinanced for a principal
amount in excess of the principal balance outstanding thereon at the time of
such refinancing."
6. Schedule 2.1(a) is deleted in its entirety and replaced
with a new Schedule 2.1(a) attached hereto and incorporated herein by reference.
B. Waiver. Notwithstanding anything to the contrary
contained in Section 8.4(c)(i) and with respect to the acquisition of the Las
Vegas Assets only, the Lenders hereby waive the requirement that the aggregate
Cash Consideration paid for an additional acquisition in any fiscal year shall
not exceed 25% of the Consolidated Net Worth of Speedway Motorsports at the
immediately preceding fiscal year end.
C. Conditions Precedent. The effectiveness of this
Amendment is subject to receipt by the Agent of the following:
(i) copies of this Amendment executed by the Credit
Parties and the Lenders;
(ii) receipt and approval of (a) the purchase agreement
dated as of the day hereof between Speedway Motorsports, Inc.
and Las Vegas Motor Speedway, Inc. for the purchase of the Las
Vegas Assets (the "Purchase Agreement") and (b) the escrow
agreement dated as of the date hereof by and among Speedway
Motorsports, Inc., Las Vegas Motorsports, Inc., and the escrow
agent named therein executed in connection with the Purchase
Agreement;
(iii) certified copies of the resolutions of each
Credit Party approving and adopting this Amendment and
authorizing the execution and delivery hereof;
(iv) an opinion from counsel to the Credit Parties, in
form and substance satisfactory to the Agent, addressed to the
Agent on behalf of the Lenders and dated as of the date
hereof; and
(v) a fee letter satisfactory to the Agent.
D. Acknowledgment. The parties hereto agree that no later
than November 23, 1998 NationsBridge, L.L.C.'s $50,000,000 Revolving Note will
be converted to a $50,000,000 term note. The parties further agree to execute
any additional documents or notes that may be required as a result of the
conversion.
E. Representations and Warranties. The Borrowers hereby
represent and warrant to the Agent and the Lenders that (a) no Default or Event
of Default exists under the Credit Agreement or any of the other Credit
Documents; (b) all of the provisions of the Credit Documents, except as amended
hereby, are in full force and effect; (c) since September 30, 1998, no Material
Adverse Effect has occurred in the business, financial or other conditions of
the Borrowers; (d) each Borrower has the requisite corporate power and authority
to execute, deliver and perform this Agreement and (e) each Borrower is duly
authorized to, and has been authorized by all necessary corporate action, to
execute, delivery and perform this Agreement.
F. Acknowledgment of Guarantors. The Guarantors acknowledge
and consent to all of the terms and conditions of this Amendment and agree that
this Amendment and all documents executed in connection herewith do not operate
to reduce or discharge the Guarantors' obligations under the Credit Agreement.
G. Effect of Amendment. Except as expressly modified and
amended in this Amendment, all of the terms, provisions and conditions of the
Credit Agreement are and shall remain in full force and effect and are
incorporated herein by reference. The Credit Agreement and any and all other
documents heretofore, now or hereafter executed and delivered pursuant to the
terms of the Credit Agreement are hereby amended so that any reference to the
Credit Agreement shall mean a reference to the Credit Agreement as amended
hereby.
H. Costs and Expenses. The Borrowers hereby agree to pay
all costs and expenses (including without limitation the reasonable fees and
expenses of counsel to the Agent) incurred by the Agent in connection with the
negotiation, preparation, execution and delivery of this Agreement.
I. Counterparts. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument.
J. Entirety. This Amendment and the other Credit Documents
embody the entire agreement between the parties and supersede all prior
agreements and understandings, if any, relating to the subject matter hereof.
These Credit Documents represent the final agreement between the parties and may
not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no oral agreements between the parties.
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K. Governing Law. This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the State of North
Carolina.
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The parties below have executed this Amendment as of the day
and year first above written.
BORROWERS:
SPEEDWAY MOTORSPORTS, INC., a Delaware
corporation
By /s/ O. Xxxxxx Xxxxx
-------------------------------------
Chairman and Chief Executive Officer
SPEEDWAY FUNDING CORP., a Delaware
corporation
By /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Title Secretary
GUARANTORS:
ATLANTA MOTOR SPEEDWAY, INC., a Georgia
corporation
By /s/ O. Xxxxxx Xxxxx
-------------------------------------
Chairman and Chief Executive Officer
CHARLOTTE MOTOR SPEEDWAY, INC., a North
Carolina corporation
By /s/ O. Xxxxxx Xxxxx
-------------------------------------
Chairman and Chief Executive Officer
[SIGNATURES CONTINUE]
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TEXAS MOTOR
SPEEDWAY, INC., a Texas corporation
By /s/ O. Xxxxxx Xxxxx
-------------------------------------
Chairman and Chief Executive Officer
600 RACING, INC., a North
Carolina corporation
By /s/ Xxxxx Xxxxxxx
-------------------------------------
President
BRISTOL MOTOR SPEEDWAY, INC., a Tennessee
corporation
By /s/ O. Xxxxxx Xxxxx
-------------------------------------
Chairman and Chief Executive Officer
SPR ACQUISITION CORPORATION,
a California corporation
By /s/ O. Xxxxxx Xxxxx
-------------------------------------
Chairman and Chief Executive Officer
SONOMA FUNDING
CORPORATION, a California corporation
By /s/ O. Xxxxxx Xxxxx
-------------------------------------
Chairman and Chief Executive Officer
THE SPEEDWAY CLUB,
INC., a North Carolina corporation
By /s/ O. Xxxxxx Xxxxx
-------------------------------------
Chairman and Chief Executive Officer
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SPEEDWAY
CONSULTING & DESIGN, INC., a
North Carolina corporation
By /s/ O. Xxxxxx Xxxxx
-------------------------------------
Chairman and Chief Executive Officer
INEX CORP., a North Carolina corporation
By /s/ Xxxx Xxxxx
-------------------------------------
Chairman and Chief Executive Officer
LENDERS:
NATIONSBANK, N.A.
By /s/ Xxxxx Xxxx, Jr.
-------------------------------------
Title SVP
-------------------------------------
NATIONSBRIDGE, L.L.C.
By /s/ Xxxxx Xxxx
-------------------------------------
Title SVP
-------------------------------------
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AGENT:
NATIONSBANK, N.A.
By /s/ Xxxxx Xxxx, Jr.
-------------------------------------
Title SVP
-------------------------------------
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