EXHIBIT 4.6
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SPEEDWAY MOTORSPORTS, INC.,
Issuer
and
THE GUARANTORS NAMED IN THE INDENTURE DATED AUGUST
4, 1997, as supplemented by this First Supplemental
Indenture,
Guarantors
TO
U.S. BANK TRUST NATIONAL ASSOCIATION,
Trustee
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First Supplemental Indenture
Dated as of April 1, 1999
to
Indenture Dated as of August 4, 1997
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$125,000,000
8 1/2% Senior Subordinated Notes Due 2007
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FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 1999, between
SPEEDWAY MOTORSPORTS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), having its
principal office on U.S. Highway 29 North in Concord, North Carolina, the
GUARANTORS as set forth in the Indenture dated August 4, 1997, as supplemented
by this First Supplemental Indenture (herein called the "Guarantors"), and U.S.
BANK TRUST NATIONAL ASSOCIATION, a national banking association duly organized
and existing under the laws of the United States of America, as Trustee (herein
called the "Trustee").
RECITALS OF THE COMPANY
The Company, the Guarantors and the Trustee are parties to an
Indenture, dated as of August 4, 1997 (the "Indenture"), pursuant to which the
Company issued $125,000,000 in aggregate principal amount of its 8 1/2% Senior
Subordinated Notes due 2007.
Section 9.01 of the Indenture provides, among other things, that the
Company and the Guarantors, when authorized by a Board Resolution, and the
Trustee may amend the Indenture in certain respects without the consent of any
Holders.
The Company desires to amend the Indenture.
The Company has duly authorized the execution and delivery of this
First Supplemental Indenture.
The execution and delivery of this instrument has been duly authorized
and all conditions and requirements necessary to make this instrument a valid
and binding agreement have been duly performed and complied with.
RECITALS OF THE GUARANTORS
The Guarantors have duly authorized the execution and delivery of this
First Supplemental Indenture.
The execution and delivery of this instrument has been duly authorized
and all conditions and requirements necessary to make this instrument a valid
and binding agreement have been duly performed and complied with.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and other good and valuable
consideration, receipt and sufficiency of which are hereby acknowledged, it is
mutually covenanted and agreed, for the equal proportionate benefit of all
Holders of the Securities, as follows:
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ARTICLE 1. AMENDMENTS TO INDENTURE
The list of Guarantors set forth in full in the Indenture is hereby
amended to add the following Guarantors:
1. Las Vegas Motor Speedway, LLC;
2. SMI Systems, LLC; and
3. Speedway Systems LLC.
By their execution of this First Supplemental Indenture, the
above-listed Guarantors shall guarantee the obligations of the Company under the
Notes pursuant to the terms of the Indenture and shall be deemed to have issued
their guarantees, as of the date hereof, in the form and with the terms set
forth in the Indenture and the Notes.
ARTICLE 2. MISCELLANEOUS
Section 2.1. The Trustee accepts the trusts created by the Indenture,
as supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions of the Indenture, as supplemented by this
First Supplemental Indenture.
Section 2.2. The recitals contained herein shall be taken as statements
of the Company and the Guarantors, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.
Section 2.3. All capitalized terms used and not defined herein shall
have the respective meanings assigned to them in the Indenture.
Section 2.4. Each of the Company, the Guarantors and the Trustee hereby
confirms and reaffirms the Indenture in every particular except as amended by
this First Supplemental Indenture.
Section 2.5. All covenants and agreements in this First Supplemental
Indenture by the Company, the Guarantors or the Trustee shall bind each of their
respective successors and assigns, whether so expressed or not.
Section 2.6. In case any provisions in this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 2.7. Nothing in this First Supplemental Indenture express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the
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Holders of the Securities, any benefit or any legal or equitable right, remedy
or claim under the Indenture.
Section 2.8. If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act of 1939, as it may be amended from
time to time, that is required under such Act to be a part of and govern this
First Supplemental Indenture, the latter provision shall control. If any
provision hereof modifies or excludes any provision of such Act that may be so
modified or excluded, the latter provision shall be deemed to apply to this
First Supplemental Indenture as so modified or excluded, as the case may be.
SECTION 2.9. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES AND THE
SUBSIDIARY GUARANTEES.
Section 2.10. All provisions of this First Supplemental Indenture shall
be deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented by this First Supplemental Indenture, shall be read,
taken and construed as one and the same instrument.
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This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
COMPANY:
SPEEDWAY MOTORSPORTS, INC.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Chief Financial Officer and
Vice President
Attest:
By: /s/ Randall A. Storey
------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
GUARANTORS:
ATLANTA MOTOR SPEEDWAY, INC.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Vice President
Attest:
By: /s/ Randall A. Storey
-------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
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BRISTOL MOTOR SPEEDWAY, INC.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Vice President
Attest:
By: /s/ Randall A. Storey
------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
CHARLOTTE MOTOR SPEEDWAY, INC.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Vice President
Attest:
By: /s/ Randall A. Storey
-------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
SPR ACQUISITION CORPORATION
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Vice President
Attest:
By: /s/ Randall A. Storey
---------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
TEXAS MOTOR SPEEDWAY
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Vice President
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Attest:
By: /s/ Randall A. Storey
---------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
600 RACING, INC.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Vice President
Attest:
By: /s/ Randall A. Storey
---------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
SONOMA FUNDING CORPORATION
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Vice President
Attest:
By: /s/ Randall A. Storey
---------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
SPEEDWAY CONSULTING & DESIGN, INC.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Vice President
Attest:
By: /s/ Randall A. Storey
---------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
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THE SPEEDWAY CLUB, INC.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Vice President
Attest:
By: /s/ Randall A. Storey
---------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
INEX CORP.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks
Vice President
Attest:
By: /s/ Randall A. Storey
---------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
SPEEDWAY FUNDING CORP.
By: /s/ Victoria L. Garrett
---------------------------------
Name: Victoria L. Garrett
Title: Vice President
Attest:
By: /s/ Daniel F. Lindley
---------------------------------
Name: Daniel F. Lindley
Title: Secretary
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LAS VEGAS MOTOR SPEEDWAY, LLC
Sole Member:
Speedway Motorsports, Inc.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks,
Chief Financial Officer
and Vice President
Attest:
By: /s/ Randall A. Storey
---------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
SMI SYSTEMS, LLC
Sole Member:
Speedway Motorsports, Inc.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks,
Chief Financial Officer
and Vice President
Attest:
By: /s/ Randall A. Storey
---------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
SPEEDWAY SYSTEMS LLC
Sole Member:
Speedway Motorsports, Inc.
By: /s/ William R. Brooks
---------------------------------
William R. Brooks,
Chief Financial Officer
and Vice President
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Attest:
By: /s/ Randall A. Storey
---------------------------------
Name: Randall A. Storey
Title: Assistant Secretary
TRUSTEE:
U.S. BANK TRUST NATIONAL
ASSOCIATION
By: /s/ Nancie J. Arvin
---------------------------------
Name: Nancie J. Arvin
Title: Vice President
Attest: /s/ Frank Sgaraglino
---------------------------------
Name: Frank Sgaraglino
Title: Vice President
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STATE OF NORTH CAROLINA )
ss:
COUNTY OF UNION )
On the day of , 1999, before me personally came
William R. Brooks, to me known, who, being by me duly sworn, did depose and say
that he is the Vice President and Chief Financial Officer of Speedway
Motorsports, Inc., one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
/s/ Donna Bowen
My commission expires: 8-12-2003
STATE OF NORTH CAROLINA )
ss:
COUNTY OF UNION )
On the day of , 1999, before me personally came
William R. Brooks, to me known, who, being by me duly sworn, did depose and say
that he is the Vice President of each of Atlanta Motor Speedway, Inc., Bristol
Motor Speedway, Inc., Lowe's Motor Speedway, Inc., SPR Acquisition Corporation,
Texas Motor Speedway, Inc., 600 Racing, Inc., Sonoma Funding Corporation,
Speedway Consulting & Design, Inc., The Speedway Club, Inc., INEX Corp., and is
the Chief Financial Officer and Vice President of Speedway Motorsports, Inc., as
sole member of Las Vegas Motor Speedway, LLC, SMI Systems, LLC and Speedway
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Systems LLC, each of which corporations and limited liability companies is
described in and which executed the foregoing instruments as one of the
Guarantors (other than Speedway Funding Corp.); that he knows the seal of said
corporation and limited liability company; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation and limited liability company, and that
he signed his name thereto by like authority.
/s/ Donna Bowen
My commission expires:8-12-2003
STATE OF DELAWARE )
ss:
COUNTY OF NEW CASTLE )
On the 6th day of May , 1999, before me personally came Victoria L.
Garrett, to me known, who, being by me duly sworn, did depose and say that she
is Vice President of Speedway Funding Corp., one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.
/s/ Joanne E. Lee
My commission expires: May 14, 1999
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STATE OF NORTH CAROLINA )
ss:
COUNTY OF MECKLENBURG )
On the 6th day of May 1999, before me personally came Nancie J. Arvin,
to me known, who, being by me duly sworn, did depose and say that she is Vice
President of U.S. Bank Trust National Association, one of the corporations
described in and which executed the foregoing instrument; that she knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation, and that she signed her name thereto by like authority.
/s/ Remonia Jamison
My commission expires:12/02/2000
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