Exhibit 99.3
FIRST AMENDMENT TO
CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "Amendment") is entered
into as of September 24, 1996 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 Credit Agreement dated as of March 7, 1996 (as amended,
modified or supplemented from time to time, the "Credit Agreement").
2. The Borrowers have requested, and the Lenders have agreed, to amend
certain terms of the Credit Agreement as 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
amended as follows:
A. Amendments. The Credit Agreement is amended as follows:
1. The definition of "Applicable Percentage" in Section 1.1 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 appropriate applicable
percentage set forth below corresponding to the Consolidated
Debt Ratio in effect as of the most recent Calculation Date:
============ ----------------------- --------------- -------------- --------------- ================
Pricing Consolidated Applicable Applicable Applicable Applicable
Level Debt Ratio Percentage Percentage Percentage Percentage
for for for Standby for Trade
Eurodollar Base Letter of Letter of
Loans Rate Loans Credit Fee Credit Fee
============ ----------------------- --------------- -------------- --------------- ================
I Less than or equal to 1.00% 0% 1.00% 0.25%
1.00 to 1.00
============ ----------------------- --------------- -------------- --------------- ================
II Less than or equal to 1.25% 0% 1.25% 0.25%
2.00 to 1.00 but
greater than 1.00 to
1.00
============ ----------------------- --------------- -------------- --------------- ================
III Less than or equal to 1.50% 0.25% 1.50% 0.25%
3.00 to 1.00 but
greater than 2.00 to
1.00
============ ======================= =============== ============== =============== ================
IV Greater than 3.00 to 1.75% 0.50% 1.75% 0.25%
1.00
============ ======================= =============== ============== =============== ================
Determination of the appropriate Applicable Percentages shall
be made as of each Calculation Date. The Consolidated Debt
Ratio in effect as of a Calculation Date shall establish the
Applicable Percentages for the Loans, the Standby Letter of
Credit Fee and the Trade Letter of Credit Fee that shall be
effective as of the date designated by the Agent as the
Applicable Percentage Change Date. The 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 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 the Closing Date."
2. The definition of "Consolidated Debt Ratio" in Section 1.1
is renamed "Consolidated Total Debt Ratio" and is moved to the correct
alphabetical order.
3. Two new definitions are added to Section 1.1. in the
correct alphabetical order:
"Senior Debt Ratio" means, as of any Calculation
Date, the ratio of (i) Senior Funded Indebtedness of Speedway
Motorsports and its Subsidiaries on a consolidated basis as of
such Calculation Date, to (ii) Consolidated EBITDA for the
four-quarter period ended as of such Calculation Date.
-2-
"Senior Funded Indebtedness" means Funded
Indebtedness that is not subordinated."
4. Section 3.3 (b)(iv) is amended to read as follows:
"(iv) Application. All prepayments made pursuant to
this Section 3.3(b) shall be subject to Section 3.11 and shall
be applied first to Base Rate Loans and then to Eurodollars
Loans in direct order of Interest Period maturities.
Prepayments under this Section 3.3(b)(ii) and (iii) shall
permanently reduce the Committed Amount; provided, however,
that no such reduction in the Committed Amount shall be
required in connection with the issuance by Speedway
Motorsports of up to $77,000,000 convertible subordinated
debentures due 2003."
5. Section 7.11(c) is amended to read as follows:
"(c) Consolidated Total Debt Ratio. The Consolidated
Total Debt Ratio at each Calculation Date shall be no greater
than (i) 4.0 to 1.0 through and including December 31, 1997
and (ii) 3.0 to 1.0 at each Calculation Date thereafter."
6. A new Section 7.11(e) is added to the Credit Agreement to
read as follows:
"(e) Consolidated Senior Debt Ratio. The Consolidated
Senior Debt Ratio at each Calculation Date shall be no greater
than 3.0 to 1.0."
7. Section 8.13 is amended to read as follows:
"8.13 Capital Expenditures. Consolidated Capital
Expenditures (exclusive of acquisitions permitted by Section
8.4(c) and exclusive of capital expenditures incurred in
connection with Texas Motor Speedway through the period ending
December 31, 1997) during any fiscal year shall not exceed (i)
$80,000,000 in the aggregate for fiscal years 1996 and 1997;
and (ii) $40,000,000 for fiscal year 1998 and for each fiscal
year thereafter."
B. 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) the liens created and evidenced by the Credit Documents
are valid and existing liens of the recited priority; and (d) since the date of
the last financial statements of the Borrowers delivered to the Lenders, no
Material Adverse Effect has occurred in the business, financial or other
conditions of the Borrowers.
-3-
C. Acknowledgement 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.
D. 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.
E. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
F. 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.
G. Governing Law. This Amendment shall be governed by, and construed
and interpreted in accordance with, the laws of the State of North Carolina.
-4-
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Title Vice President
________________________________
SPEEDWAY FUNDING CORP., a Delaware corporation
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Title President
________________________________
GUARANTORS:
ATLANTA MOTOR SPEEDWAY, INC., a Georgia corporation
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Title Vice President
________________________________
CHARLOTTE MOTOR SPEEDWAY, INC., a North Carolina
corporation
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Title Vice President
________________________________
TEXAS MOTOR SPEEDWAY, INC., a Texas corporation
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Title Vice President
________________________________
600 RACING, INC., a North
Carolina corporation
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Title Vice President
________________________________
BRISTOL MOTOR SPEEDWAY, INC., a Tennessee
corporation
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Title Vice President
________________________________
[SIGNATURES CONTINUE]
LENDERS:
BANK ONE, TEXAS, N.A.
By /s/
___________________________________
Title Vice President
________________________________
FIRST AMERICAN NATIONAL BANK
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Title Vice President
________________________________
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By /s/
___________________________________
Title Sr. Vice President
________________________________
FLEET BANK OF MASSACHUSETTS
By /s/
___________________________________
Title Vice President
________________________________
NATIONSBANK, N.A.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇.
___________________________________
Title SVP
________________________________
SOUTHTRUST BANK
By /s/
___________________________________
Title Group Vice President
________________________________
AGENT:
NATIONSBANK, N.A.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇.
___________________________________
Title SVP
________________________________
