AMENDMENT TO BOND DOCUMENTS AND SUPPLEMENTAL INDENTURE

Recitals.

The Holders are the owners of the $56,500,000 County of Gallatin, Kentucky Taxable Adjustable Rate Industrial Building Bonds, Series 1999, (Kentucky Speedway Park Project), $3,500,000 Gallatin County, Kentucky Public Properties Corporation First Mortgage Revenue Bonds Series 1999 and $8,000,000 County of Gallatin, Kentucky Taxable Adjustable Rate Industrial Building Bonds, Series 1999, (Kentucky Speedway Park Project) (individually and collectively, “Bonds”) issued by the Issuer and under which the Debtor is obligated.

The Trustee is the trustee for the Bonds, which were issued by the Issuer.

The Guarantors are guarantors under an Amended and Restated Guarantee of even date herewith relating to the Bonds.

The parties hereto desire to amend the Bonds and all documents executed in connection with the Bonds (“Bond Documents”) as provided herein. Capitalized terms used herein and not otherwise defined herein will have the meanings given such terms in the Bonds and the Bond Documents.

Amendment. The Bonds and the Bond Documents are amended to provide as follows:

The “Bond Purchase Date” (the dates on which the Holders may require the Debtor to purchase Bonds) is changed from December 1, 2005 and on each Interest Payment Date thereafter to June 1, 2011 and on each Interest Payment Date thereafter.

Beginning on the Effective Date, Interest on the Bonds will be calculated as follows:

The Fixed Charge Coverage Ratio covenant is deleted and replaced by the following :

If the Debtor’s FCC is less than 1.00 to 1.00, the Guarantors will contribute to Debtor as equity or subordinated debt (“Capital Contribution”) on a several basis, cash sufficient to cause the FCC to be equal to or greater than 1.00 to 1.00. Such Capital Contribution will be contributed within 10 Business Days of the scheduled due date of Debtor’s quarterly financial statements under the Bond Documents and Debtor will promptly furnish the Holders proof, reasonably satisfactory to the Holders, of such Capital Contribution. All subordinated debt will be in form and substance acceptable to the Trustee. The obligations to make Capital contributions of the Guarantors are the following percentages of any shortfall:

 

 27.78%

 

 

 27.78%

 

 

 27.78%

 

Jerry L. Carroll 

 

 8.33%

 

Larry T. Thrailkill, Trustee of the Deepwater Trust

dated as of February 28, 2002, and John R. Lindahl,

Trustee of The Blue Water Trust dated as of August 1,

2002, jointly and severally as to such 8.33%

 8.33%

 

 

 

The minimum liquidity covenant added in the Amendment to Bond Documents and Supplemental Indenture dated as of June 1, 2002 is deleted.

For all purposes under the Bonds and Bond Documents, Fifth Third Bank will be deemed an Original Purchaser.

Section 15.7 of the Lease Agreement is amended to add the following at the end of 15.7 (a) (quarterly financial statements):

Section 15.7 of the Lease Agreement is amended to add the following at its end:

Mandatory sinking fund redemptions of the Series 1999 Bonds and the Additional Bonds for 2006, 2007 and 2008 totaling $5,950,000 are waived. The mandatory sinking fund redemptions are changed to the following:

2003

$1,450,000

2004

$1,550,000

2005

$1,700,000

2006

$ -

2007

$ -

2008

$ -

2009

$1,800,000

2010

$2,000,000

2011

$2,700,000

2012

$2,950,000

2013

$3,200,000

2014

$3,450,000

2015

$3,750,000

2016

$4,050,000

2017

$4,400,000

2018

$4,750,000

2019

$5,150,000

2020

$5,575,000

2021

$6,000,000

balloon

$10,025,000

$64,500,000.00

Representations and Warranties. To induce the parties to enter into this Amendment, Debtor represents and warrants as follows:

The representations and warranties of Debtor contained in the Bond Documents are deemed to have been made again on and as of the date of execution of this Amendment.

No Event of Default (as such term is defined in the Bond Documents) or event or condition which with the lapse of time or giving of notice or both would constitute an Event of Default exists on the date hereof.

Debtor represents and warrants that Debtor has no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, "Claims") against the Holders, the Trustee or the Issuer, their direct or indirect parent corporations or any direct or indirect affiliates of such parent corporations, or any of the foregoing's respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, "Bond Parties") that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to the parties to enter into this Agreement, Debtor on behalf of itself, and all of its successors and assigns hereby knowingly and voluntarily releases and discharges all Bond Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term "Prior Related Event" means any transaction, event, circumstance, action, failure to act, occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted or begun at any time prior to the Effective Date or occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of any of the terms of the Bond Documents or any documents executed in connection with the Bond Documents or which was related to or connected in any manner, directly or indirectly to the extension of credit represented by the Bond Documents.

Trustee waives the late delivery of the 2005 annual financial statements required by Section 15.7(b) of the Lease. Tenant will furnish those statements on or before July 31, 2006.

Trustee waives the breach of the FCC covenant that occurred as of March 31, 2006 and failure by the Guarantors to make the required Capital Contribution of $1,533,000 due within 10 days of March 31, 2006. The Guarantors will make such Capital Contributions on or before the Effective Date and provide Trustee with evidence of the same.

The waivers set forth in Section 4.1-4.2, above, will relate only to the specific matters covered by such Sections and in no event will Trustee be under any obligation to provide additional waivers with regard to those items or any other provisions of the Bond Documents.

Except as expressly modified herein, the Bond Documents, as amended, are and remain in full force and effect.

Nothing contained herein will be construed as waiving any default or Event of Default under the Bond Documents or will affect or impair any right, power or remedy of Holders under or with respect to the Bond Documents, as amended, or any agreement or instrument guaranteeing, securing or otherwise relating to any of the Bonds

All representations and warranties made by Debtor herein will survive the execution and delivery of this Amendment.

This Amendment may be executed in one or more counterparts and will be binding upon and inure to the benefit of the parties and their respective successors and assigns.

Debtor will pay Holders a fee in the amount of $25,000 to be shared pro rata by the Holders and Holders' attorneys’ fees in connection with this Amendment.

This Amendment will in all respects be governed and construed in accordance with the laws of the Commonwealth of Kentucky.

A copy of this Amendment will be attached to the Bonds as an allonge.