SEVENTH AMENDMENT TO CREDIT AGREEMENT

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EX-10.37 2 dex1037.htm SEVENTH AMENDMENT TO CREDIT AGREEMENT Seventh Amendment to Credit Agreement

Exhibit 10.37

SEVENTH AMENDMENT TO CREDIT AGREEMENT

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of April 11, 2008 with an effective date of December 31, 2007 (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 and as of January 10, 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. The definition of “Consolidated Net Income” set forth in Section 1.1 of the Credit Agreement is amended to read as follows:

“ “Consolidated Net Income” means, for any period, with respect to the combined results of Speedway Motorsports and its Subsidiaries, the gross revenues from operations (including payments received of interest income) less all operating and non-operating expenses including taxes on income, all determined in accordance with GAAP; but excluding from the calculation of income: (i) net gains on the sale, conversion or other disposition of capital assets, (ii) net gains on the acquisition, retirement, sale or other disposition of Capital Stock and other securities issued by Speedway Motorsports and its Subsidiaries, (iii) net gains on the collection of proceeds of life insurance policies, (iv) any write-up of any asset, (v) the $12,000,000 loss taken by the Speedway Motorsports on early debt retirement in the second quarter of 2003, (vi) any other gain or loss of an extraordinary nature as determined in accordance with GAAP, and (vii) any other non-cash gain or loss of a non-recurring nature relating solely to Motorsports Authentics, LLC, a Delaware limited liability company.”

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/ William R. Brooks

  Name:  

William R. Brooks

  Title:  

Executive Vice President and Chief Financial Officer

  SPEEDWAY FUNDING, LLC,
  a Delaware limited liability company
  By:  

/s/ William R. Brooks

  Name:  

William R. Brooks

  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/ William R. Brooks

  Name:  

William R. Brooks

  Title:  

Vice President

  SPEEDWAY SYSTEMS LLC,
  a North Carolina limited liability company
  By:   SPR, LLC,
    its manager
   

By:

 

/s/ William R. Brooks

   

Name:

 

William R. Brooks

   

Title:

 

Vice President

 

[Signatures Continue]


ADMINISTRATIVE AGENT:   BANK OF AMERICA, N.A.,
  in its capacity as the Administrative Agent
  By:  

/s/ Bridgett J. Manduk

  Name:  

Bridgett J. Manduk

  Title:  

Assistant Vice President

LENDERS:   BANK OF AMERICA, N.A.,
in its capacity as a Lender, Swingline Lender and Issuing Lender
  By:  

/s/ Madison B. Wyche IV

  Name:  

Madison B. Wyche IV

  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/ Brian Myers

  Name:  

Brian Myers

  Title:  

Managing Director

  By:  

/s/ Robert Smith

  Name:  

Robert Smith

  Title:  

Managing Director

  CAROLINA FIRST
  By:  

/s/ Charles D. Chamberlain

  Name:  

Charles D. Chamberlain

  Title:  

Executive Vice President

  COMERICA BANK
  By:  

/s/ Scott M. Kowalski

  Name:  

Scott M. Kowalski

  Title:  

Vice President

 

[Signatures Continue]


  FIRST TENNESSEE BANK NATIONAL ASSOCIATION
  By:  

/s/ Miles R. Snider

  Name:  

Miles R. Snider

  Title:  

Vice President

  FIRSTRUST BANK
  By:  

/s/ Ellen Frank

  Name:  

Ellen Frank

  Title:  

Vice President

  JPMORGAN CHASE BANK, N.A.
  By:  

/s/ Sean P. Golden

  Name:  

Sean P. Golden

  Title:  

Assistant Vice President

  RBC BANK
  By:  

/s/ Richard E. Anglin III

  Name:  

Richard E. Anglin III

  Title:  

Bank Officer

  REGIONS BANK
  By:  

/s/ Elaine Passman

  Name:  

Elaine Passman

  Title:  

Vice President

  SOVEREIGN BANK
  By:  

/s/ Kathryn McEnroe Williams

  Name:  

Kathryn McEnroe Williams

  Title:  

Vice President

  SUNTRUST BANK, in its capacity as Documentation Agent and as a Lender
  By:  

/s/ William C. Barr, III

  Name:  

William C. Barr, III

  Title:  

Managing Director

 

[Signatures Continue]


  US BANK NATIONAL ASSOCIATION
  By:  

/s/ Charles L. Thomas

  Name:  

Charles L. Thomas

  Title:  

Vice President

  WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Syndication Agent and as a Lender
  By:  

/s/ Douglas T. Davis

  Name:  

Douglas T. Davis

  Title:  

Senior Vice President

  TD BANKNORTH, N.A.
  By:  

/s/ John Mercier

  Name:  

John Mercier

  Title:  

Senior Vice President