Exhibit 10.14

(CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY "*", AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION)

Execution Copy

ASSET PURCHASE AGREEMENT

RECITALS

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller and certain of its affiliates, on the terms and subject to the conditions hereinafter set forth, certain of the assets of Seller and its affiliates;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by Sellers and Buyer, the parties hereto agree as follows:

The terms defined in this Article shall have the following respective meanings for all purposes of this Agreement:

(a) All bank accounts and all cash, cash equivalents and marketable securities held by or on behalf of Sellers;

(b) All accounts and notes receivable, and all debts and obligations due to Sellers from their respective customers and others, howsoever evidenced, and whether or not previously written off;

(c) All obligations and loans and advances, due to any of Sellers as of the Closing from any and all employees of Sellers;

(d) All intercompany receivables, including all loans and advances between Sellers and between Sellers and SMI;

(e) All real property legally or beneficially owned by any of Sellers, including, without limitation, land, buildings, structures, installations, improvements and alterations located thereon, fixtures contained therein or located thereon, and appurtenances, water rights, easements and rights of way attached or appurtenant thereto, and all leasehold interests in real property;

(f) All warranties, claims, causes of action and defenses against third parties, other than against the respective sellers and/or suppliers with respect to the Equipment and the Inventory and other than against the other parties to the Contracts with respect to transactions or occurrences after the Closing;

(g) All coverages, rights, claims and proceeds under insurance policies of Sellers or under which Sellers are insured;

(h) All movable machinery, apparatus, furniture and fixtures, materials, supplies, motor vehicles, and other equipment of every type owned or leased by Sellers, other than the Equipment and the Inventory;

(i) All of Sellers' names, brand names, copyrights, patents, service marks, trademarks, trade names, trade secrets, secret processes or other confidential information or know-how and all registrations or application for registration of any of the foregoing, including

(j) All books and records, including without limitation all financial records, of the Business;

(k) All interests of Sellers in and to their telephone numbers, telephone lines, websites, domain names and email addresses;

(l) All refunds of Taxes and all claims for, and rights to claim refunds of, Taxes;

(m) All rights and benefits arising under any contract, lease or other agreement included in the Excluded Liabilities;

(n) All licenses, permits, franchises, certificates of authority or order, or any waiver of the foregoing, required to be issued by any governmental entity arising out of or relating to the Business, to the extent not held by any Seller or to the extent the transfer thereof is not permitted under Law;

(o) All rights and interests under the contractual dispute between Sellers and the Schaumburg Flyers and Alexian Field (other than any rights to the Equipment);

(p) All agreements, arrangements and relationships with sponsors at the Tracks;

(q) All inventories of paper goods, napkins, cups and other similar supplies bearing the name or logo of "Finish Line Events";

(r) All assets, properties, rights, privileges, claims and contracts of every kind and nature, personal, tangible and intangible, absolute or contingent, wherever located, owned by Sellers and used exclusively by the Lowes Club; and

(b) All of the other assets, properties, rights, privileges, claims and contracts of every kind and nature, personal, tangible and intangible, absolute or contingent, wherever located,

owned by Sellers and used exclusively in the Business as currently conducted, other than the Excluded Assets, which other assets, properties, rights, privileges, claims and contracts shall include, but shall not be limited to:

(iv) All leased, licensed or owned computer systems, information services systems, software, tapes and discs, manuals and other materials (in any form or medium), all software (payroll or otherwise) and communications systems used exclusively in connection with the Business and assumption of all related Contracts and services agreements thereunder, all advertising matter, price lists, customer lists, mailing lists, distribution lists, photographs, production data, dates and promotional materials, laboratory books, media materials and plates, all to the extent arising exclusively out of or relating exclusively to the Business; and

Section 2.3. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER UNDERSTANDS AND AGREES THAT IT IS ACQUIRING THE PURCHASED ASSETS AS IS WHERE IS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN, SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE REGARDING THE ASSETS, THE ASSUMED LIABILITIES, THE BUSINESS, OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(i) one (1) installment of Ten Million Dollars ($10,000,000) shall be paid at Closing by wire transfer of immediately available funds to an account or accounts designated by Sellers' Agent; and

(ii) * installments of * each shall be paid at each annual anniversary of the Closing Date by wire transfer of immediately available funds to an account or accounts designated by Sellers' Agent.

* Confidential portion has been omitted and filed separately with the Commission.

(d) For purposes of this Agreement:

(e) After the Closing, Buyer shall pay to Sellers' Agent, by wire transfer to an account or accounts designated by Sellers' Agent from time to time, the following amounts:

(ii) * percent (* %) of all gross receipts, including without limitation from concessions operations and catering operations, under the Beach Contract;

(iii) * percent (* %) of all compensation payable by Boston Concessions under the Boston Concessions Contract; and

(iv) * percent (* %) of the management fee payable under the Carolina Baseball Contract.

* Confidential portion has been omitted and filed separately with the Commission.

Sellers hereby represent and warrant to Buyer as follows:

and assets and to carry out its business as it is presently conducted. Each Seller is duly qualified or authorized to do business as a foreign limited liability company or corporation, as the case may be, in good standing in all jurisdictions where it is required to be qualified or authorized to do business as foreign persons, except where the failure to be so qualified or authorized would not have a material adverse effect on such Seller or the Business conducted by it. True, correct and complete copies of the charter or organizational documents of each Seller as in effect on the date hereof have been delivered or made available to Buyer.

(b) (i) All material leasehold personal properties, if any, that constitute part of the Purchased Assets held by Seller as lessee are held under valid, binding and enforceable leases, subject only to such exceptions as are not, individually or in the aggregate, material to the Business.

(iii) As of the date hereof, all conditions precedent to the enforceability of each Lease have been satisfied and there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of Sellers or, to the knowledge of Sellers, the lessor thereunder.

(i) any change in or event affecting the Business, the Purchased Assets or the Assumed Liabilities that has had or may reasonably be expected to have a material adverse effect on the Business or the Purchased Assets or the Assumed Liabilities, other than changes or events of general industry-wide impact or changes or events affecting the United States economy generally;

(ii) any agreement, condition, action or omission that would be proscribed by (or require consent under) Section 6.3(c) had it existed, occurred or arisen after the date of this Agreement;

(iii) any strike or other labor dispute involving any employees of any Seller;

(iv) any casualty, loss, damage or destruction (whether or not covered by insurance) of any of the Purchased Assets that is in excess of applicable insurance coverage; or

(v) any material sponsorship, vendor or supplier agreement, other than sponsorship agreements with Coca-Cola at Las Vegas Motor Speedway and Atlanta Motor Speedway, which are currently in negotiations.

As used herein:

and effect. Sellers have timely filed claims with its insurers with respect to all material matters and occurrences for which they believe they have coverage.

Section 4.14 [Intentionally Left Blank]

Contract that (a) obligates any Seller to pay an amount of $75,000 or more during any twelve (12) month period, (b) has an unexpired term as of the Closing Date in excess of 2 years, (c) cannot be terminated by the respective Seller without penalty on less than 90 days notice, (d) provides for the extension of credit other than consistent with normal credit terms, (e) limits the ability of any Seller (as it relates to the Business) to conduct its business, including as to manner or place, (f) represents a Contract upon which the Business is substantially dependent or a Contract that is otherwise material to the Business, (g) was not made in the ordinary course of business, or (h) is one of the Concessions Contracts.

Buyer hereby represents and warrants to Sellers as follows:

situated employees, and shall waive all waiting periods with respect to eligibility for such benefits. Buyer shall also provide such employees with credit for service with the Sellers for purposes of eligibility and vesting under Buyer's employee benefit plans and policies (including, by way of example and not limitation, vacation and sick leave benefits, other welfare benefits and retirement plan benefits). Sellers shall fully vest all accounts in Sellers'
401(k) Plan of all employees of the Business whose employment with the Sellers terminates in connection with the sale of the Purchased Assets pursuant to this Agreement. Buyer's obligation to offer employment to the employees of the Business shall not require Buyer to employ such employees for any particular length of time and if Buyer determines, in its sole discretion, to terminate any of Sellers' former employees, then Buyer shall be solely and exclusively responsible for any and all severance amounts paid to such terminated employees.

Section 6.3 Covenants. From the date of this Agreement until the Closing: ---------

(i) Sellers will authorize and permit Buyer and its representatives to have reasonable access during normal business hours, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of their respective businesses, to all of their respective properties, books, records, operating instructions and procedures, and all other information with respect to the Business as Buyer may from time to time request, and to make copies of such books, records and other documents and to discuss their respective businesses with such third persons, including, without limitation, their respective directors, officers, employees, accountants, counsel, and creditors, as Buyer reasonably considers necessary or appropriate for the purposes of familiarizing itself with the Business, the Purchased Assets, the Assumed Liabilities, or the obtaining of any necessary approvals of or Permits and Licenses for the transactions contemplated by this Agreement and conducting an evaluation of the Business.

(ii) Buyer shall be solely responsible for all costs and expenses of its due diligence investigation. Buyer shall indemnify Sellers and hold Sellers harmless from and against any and all liabilities or obligations, or claims in respect thereof, with respect to any personal injury or property damage arising out of Buyer's due diligence investigation. Buyer and Sellers will maintain in confidence, and will cause their respective partners, stockholders, members, directors, employees, agents and advisors to maintain in confidence, any written, oral or other information obtained from the other party in connection with this Agreement or the transactions contemplated hereby, unless: (A) such information (including, but not limited to, ideas, concepts, know-how, techniques and

methodologies) (i) was previously known to Buyer, (ii) was independently developed by Buyer, (iii) was acquired by Buyer from a third party which was not, to Buyer's knowledge, under an obligation to Sellers not to disclose such information, or (iv) is or becomes publicly available through no breach by Buyer of this Agreement; or (B) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated hereby. In the event that the transactions contemplated hereby are not consummated, each party shall return or destroy as much of such written information as the other party may reasonably request. In the event Buyer receives a subpoena or other administrative or judicial process requesting any information for which Buyer has a duty of confidentiality hereunder, Buyer shall notify Sellers' Agent of such receipt to allow Sellers' Agent an opportunity to prevent disclosure of such information. Buyer shall thereafter be entitled to comply with such subpoena or other process to the extent required by law.

(iii) Except as may be required by Law or the rules of the New York Stock Exchange or as necessary in connection with the transactions contemplated hereby, no party hereto shall (a) make any press release or other public announcement relating to this Agreement or the transactions contemplated hereby, without the prior approval of the other parties hereto or (b) otherwise disclose the existence and nature of negotiations regarding the transactions contemplated hereby to any person or entity other than such party's accountants, attorneys, agents and representatives, all of whom shall be subject to this nondisclosure obligation as agents of such party. Notwithstanding the foregoing, the parties shall use commercially reasonable efforts to cooperate with each other in the preparation and dissemination of any public announcements of the transactions contemplated by this Agreement.

(i) Sellers will promptly notify Buyer of any event of which Sellers obtain knowledge (A) that has had or could reasonably be expected to have a material adverse effect on the Business or any of the Purchased Assets, or Assumed Liabilities, other than events of general industry-wide impact or events affecting the United States economy generally, or (B) that if known as of the date hereof would have been required to be disclosed to Buyer by the terms of this Agreement.

(ii) Sellers will furnish to Buyer (i) copies of all portions of all material reports, renewals, filings, certificates, statements and other documents filed with any governmental entity or agency with respect to the Business, except for such reports as are publicly available through the internet or other on-line access, and (ii) such other reports as Buyer may reasonably request relating to Sellers (with respect to the Business).

(i) conduct the Business except in the ordinary course substantially as now conducted;

(ii) except as contemplated under this Agreement, amend or terminate, or renegotiate any Material Contract or default (or take or omit to take any action that with or without the giving of notice or passage of time or both, would constitute a default) in any of its material obligations under any Material Contract or enter into any new Material Contract (other than Baseball Contracts with Cal Ripken Baseball or the Tulsa Drillers and sponsorship agreements with Coca Cola at the Atlanta Motor Speedway and Las Vegas Motor Speedway);

(iv) terminate, amend or fail to renew or preserve any Permits or Licenses;

(v) grant any general or uniform increase in the rates of pay or benefits to officers, directors or employees (or a class thereof) or any increase in salary or benefits of any officer, director, employee or pay any bonus to any person, except in the ordinary course of business consistent with past practices;

(vi) sell, transfer, mortgage, encumber or otherwise dispose of any of the Purchased Assets and Assumed Liabilities, except in the ordinary course of business;

(vii) make special or extraordinary payments to any person or entity which would have a material adverse effect upon the Purchased Assets, the Assumed Liabilities or the conduct of the Business, in any case after the Closing;

(viii) make any material investment, by purchase, contribution to capital, property transfer, or otherwise, in any other person or entity;

(ix) agree or otherwise commit to make any capital expenditures with respect to the Business of more than $10,000 individually or $25,000 in the aggregate; or

(x) agree to or make any commitment to take any action that is or would be prohibited by this Section 6.3(c).

any event that would be likely to cause any of their respective representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing Date and (ii) any failure on their respective parts to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

(i) Buyer shall use its commercially reasonable efforts, at Buyer's sole expense, to obtain (and will promptly prepare all registrations, filings and applications, requests and notices preliminary to obtaining all) approvals and permits and licenses (including, to the extent lawfully transferable, the transfer of the Permits and Licenses) that may be necessary for Buyer to consummate the transactions contemplated by this Agreement and to enable Buyer to operate the Business after Closing in accordance with Law, and Sellers shall use their commercially reasonable efforts to cooperate with Buyer with respect to the foregoing, including, where applicable, using commercially reasonable efforts to cause the holders thereof to surrender or relinquish liquor licenses at the Tracks and other areas served under the Concessions Contracts.

(ii) To the extent that the approval of a third party with respect to any Material Contract is required in connection with the transactions contemplated by this Agreement, Sellers shall use their commercially reasonable efforts, at Sellers' sole expense, to obtain such approval before the Closing Date, and Buyer shall use its commercially reasonable efforts to cooperate with Sellers with respect to the foregoing.

(i) * ;
(ii) * ; and
(iii) *

* Confidential portion has been omitted and filed separately with the Commission.

(a) The indemnification obligations under Sections 8.1(a) and 8.2(a) above shall terminate on the second anniversary of the Closing, except that they shall continue thereafter with respect to any claims for indemnification made in writing under said Sections prior to such second anniversary. The remaining indemnification obligations under Sections 8.1 and 8.2 above shall terminate upon the running of the applicable statutes of limitations, except that they shall continue thereafter with respect to any claims for indemnification made in writing prior to the running of the applicable statutes of limitations.

defense against, any such asserted liability. If the Indemnitor chooses to defend any claim, the Indemnitee shall make available to the Indemnitor any books, records, or other documents within its control that are reasonably necessary or appropriate for such defense. The foregoing indemnity procedures shall not be read as a limitation on either party's right to seek indemnification under this Article VIII for matters other than third party initiated claims or demands.

(c) No Buyer Indemnitee pursuant to Section 8.1 above shall be entitled to any recovery for any Buyer Losses suffered by such Buyer Indemnitee as a result of a breach of a representation and warranty hereunder by Sellers, unless and until the aggregate amount of all Buyer Losses suffered by all Buyer Indemnitees as a result of all breaches of representations and warranties hereunder exceeds a cumulative aggregate total of $50,000, in which event the Buyer Losses may be claimed from first dollar. The aggregate total liability of Sellers under this Article VIII, insofar as such liability is based upon a breach of the representations and warranties contained in Section 4.12 (Inventories), shall not exceed fifty thousand dollars ($50,000), and Buyer shall have no claim for indemnification with respect to any breach of the representations and warranties contained in said Section 4.12 to the extent that the matter upon which such claim is based was reflected in an adjustment to the Inventory Value pursuant to Section 3.1(c) above. Absent a showing of fraud by a party, and assuming the Closing has occurred, the indemnification obligation of a party under this Article VIII shall be the sole remedy of any other party against such party for monetary damages for breach of any representation or warranty or covenant contained in this Agreement. Nothing herein shall limit a party's right to seek injunctive or other equitable relief in connection with the enforcement of this Agreement.

(d) Notwithstanding anything in this Agreement to the contrary, neither Sellers nor Buyer shall be entitled to seek, claim, or collect punitive damages. Accordingly, Sellers and Buyer hereby expressly waive any right to seek, claim, or collect any punitive damages in connection with, or related to, a breach or violation of this or any other agreement entered into between Sellers and Buyer. *

* Confidential portion has been omitted and filed separately with the Commission.

(a) This Agreement may be terminated at any time prior to the Closing:

(i) By mutual written consent of Buyer and Sellers' Agent;

(ii) By Buyer prior to the Closing Date Deadline in the event of any breach by Sellers of any of their material representations, warranties, covenants or agreements contained herein, and such breach has not been cured promptly after written notice by Buyer to Sellers' Agent;

(iii) By Sellers' Agent prior to the Closing Date Deadline in the event of any breach by Buyer of any of its material representations, warranties, covenants or agreements contained herein, and such breach has not been cured promptly after written notice by Seller to Buyer;

(iv) At any time after the Closing Date Deadline by written notice by Buyer or Sellers' Agent to the other party hereto if the Closing shall not have been completed on or before the Closing Date Deadline;

that this Agreement shall not be interpreted against one party or the other based upon who drafted it.

(a) All notices, requests, and communications required or permitted hereunder shall be in writing and shall be sufficiently given, and deemed to have been received, upon personal delivery or by confirmed facsimile or, if mailed or sent by nationally recognized overnight courier service, upon the first to occur of (i) actual receipt as evidenced by written receipt for certified or registered mail or a nationally recognized overnight courier service, or (ii) refusal of delivery or notification by the United States Postal Service (or nationally recognized overnight courier service) to the sending party that the notice, request, or communication is not deliverable at the address of the receiving party set forth below:

If to Sellers:         Speedway Systems LLC
                       5725-E Concord Parkway South
                       Concord, North Carolina  28207
                       Attention:  Donnie Bobbitt
                       Executive Vice President
                       Facsimile:  (704) 455-4415

With a copy to:        Speedway Motorsports, Inc.
                       P.O. Box 18747
                       Charlotte, North Carolina 28218
                       Attention: William R. Brooks
                       Vice President and Chief Financial Officer
                       Facsimile: (704) 532-3312

If to Buyer:           Lawrence F. Levy
                       Chairman
                       Levy Restaurants
                       980 North Michigan Avenue
                       Suite 400
                       Chicago, Illinois 60611
                       Facsimile:  (312) 280-2739

                             -OR-

                        28

                       Andrew Lansing
                       President
                       Levy Restaurants
                       980 North Michigan Avenue
                       Suite 400
                       Chicago, Illinois 60611
                       Facsimile:  (312) 280-2739

With a copy to:        Levy Restaurants
                       980 North Michigan Avenue
                       Suite 400
                       Chicago, Illinois 60611
                       Attention: General Counsel
                       Facsimile:  (312) 280-2739

(b) Notice of a change in address or facsimile number of one of the parties shall be given in writing to the other parties as provided above, but shall be effective only upon actual receipt.

[Signatures appear on following page]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

SELLERS:

SPEEDWAY SYSTEMS LLC

By: /s/ O. BRUTON SMITH
    -------------------------------------
   Name:  O. Bruton Smith
   Title:  CEO

CHARLOTTE MOTOR SPEEDWAY, LLC

By: /s/ O. BRUTON SMITH
    -------------------------------------
   Name:  O. Bruton Smith
   Title:  CEO

TEXAS MOTOR SPEEDWAY, INC.

By: /s/ O. BRUTON SMITH
    -------------------------------------
   Name:  O. Bruton Smith
   Title:  President

BRISTOL MOTOR SPEEDWAY, INC.

By: /s/ O. BRUTON SMITH
    -------------------------------------
   Name:  O. Bruton Smith
   Title:  President

BUYER:

LEVY PREMIUM FOODSERVICE LIMITED
PARTNERSHIP, an Illinois limited
partnership

By: /s/ ROBERT E. SEIFFERT
    -------------------------------------
   Name:  Robert E. Seiffert
   Title:  Treasurer of its General
           Partner

Exhibit 10.15

(CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY "*", AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION)

RECITALS

WHEREAS, the Asset Purchase Agreement contemplated a "Closing Date Deadline" of January 31, 2002, which may not be attainable due to the parties not being able to receive all necessary consents and licenses required under
Section VIII of the Asset Purchase Agreement;

WHEREAS, the parties wish to make certain amendments to the Asset Purchase Agreement with respect to the Boston Concessions Contract and the Equipment (as hereinafter defined) located in Illinois.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by Sellers and Buyer, the parties hereto agree as follows:

(b) In the event that Bristol is obligated, in accordance with Paragraph 1 of Section I of the Boston Concessions Contract, to purchase any further equipment, Buyer shall be obligated to reimburse Bristol for the cost of such equipment. Upon receipt of such reimbursement for any purchased equipment, Bristol shall transfer title to such equipment to Buyer, free and clear of all Encumbrances other than Encumbrances for personal property, use and other ad valorem taxes not yet due and payable and Encumbrances securing the Assumed Liabilities. All such equipment shall be deemed to be "Manager's Equipment" for purposes of the Management Agreement. Bristol will consult with Buyer prior to purchasing any such equipment. Upon the reasonable request of Buyer in writing, Bristol shall enforce against Boston Concessions Bristol's rights under the Boston Concessions Contract.

(c) Paragraph (e) of Section 3.1 is hereby amended in its entirety, and a new paragraph (f) of Section 3.1 is hereby added, all as follows:

(e) After the Closing, Buyer shall pay to Sellers' Agent, by wire transfer to an account or accounts designated by Sellers' Agent from time to time, the following amounts:

(ii) * percent (* %) of all gross receipts, including without limitation from concessions operations and catering operations, under the Beach Contract; and

(iii) * percent (* %) of the management fee payable under the Carolina Baseball Contract.

* Confidential portion has been omitted and filed seprately with the Commission.

(f) After the Closing, Bristol shall pay to Buyer, by wire transfer to an account or accounts designated by Buyer,
* percent (* %) of all compensation payable by Boston Concessions to Bristol under the Boston Concessions Contract. Such payments by Bristol shall be made not later than the end of the month which next

* Confidential portion has been omitted and filed seprately with the Commission.

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the day and year first above written.

SELLERS:

SPEEDWAY SYSTEMS LLC

By: /s/ William R. Brooks, VP
    ----------------------------------------------
   Name:  William R. Brooks
   Title: VP

CHARLOTTE MOTOR SPEEDWAY, LLC

By: /s/ William R. Brooks, VP
    ----------------------------------------------
    Name:  William R. Brooks
    Title: VP

TEXAS MOTOR SPEEDWAY, INC.

By: /s/ William R. Brooks, VP
    ----------------------------------------------
    Name:  William R. Brooks
    Title: VP

BRISTOL MOTOR SPEEDWAY, INC.

By: /s/ William R. Brooks, VP
    ----------------------------------------------
    Name:  William R. Brooks
    Title: VP

BUYER:

LEVY PREMIUM FOODSERVICE LIMITED
PARTNERSHIP, an Illinois limited partnership

By: /s/ Robert E. Seiffert
    ----------------------------------------------
    Name:  Robert E. Seiffert
    Title: Treasurer of its General Partner

Exhibit 10.16

(CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY "*", AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION)

MANAGEMENT AGREEMENT

BY AND BETWEEN

SPEEDWAY MOTORSPORTS, INC.

AS OWNER

AND

LEVY PREMIUM FOODSERVICE LIMITED PARTNERSHIP,
AS MANAGER

DATED: November 29, 2001

                                TABLE OF CONTENTS
                                -----------------

MANAGEMENT AGREEMENT
RECITALS...................................................................... 1
   1.  Representations........................................................ 2
         (a) Owner's Representations to Manager............................... 2
         (b) Manager's Representations to Owner............................... 3
   2.  Management Services.................................................... 4
         (a) Foodservice Facilities........................................... 4
         (b) Manager's Rights in the Foodservice Facilities................... 4
         (c) Services.:....................................................... 5
   3.  Projections of Gross Receipts; Capital Budget.......................... 5
   4.  Conduct of the Operations.............................................. 6
         (a) General.......................................................... 6
         (b) Sufficiency...................................................... 6
         (c) Sponsorship...................................................... 6
         (d) Compliance with Laws, Policies and Programs...................... 6
         (e) Manager's Vendors................................................ 7
         (f) Third-Party Concessions.......................................... 7
   5.  Equipment.............................................................. 7
         (a) Owner's Equipment; Las Vegas Equipment........................... 7
         (b) Transport........................................................ 7
         (c) Manager's Equipment.............................................. 7
   6.  Employees and Agents................................................... 8
         (a) Conduct and Supervision of Employees and Agents.................. 8
         (b) Cooperation with Other Employees................................. 8
         (c) Hiring and Employment Practices.................................. 8
         (d) Owner's Sales and Marketing Services............................. 8
         (e) Labor Relations.................................................. 9
   7.  Licenses and Permits................................................... 9
   8.  Collections and Payments of Taxes and Other Items...................... 9
         (a) Payment of Taxes; Filing of Sales Tax Returns.................... 9
         (b) Billing Practices and Procedures................................. 9
         (c) Cash Handling and Cash Management Policies....................... 9
         (d) Monthly Settlement............................................... 9
         (e) Group Packages................................................... 9
         (f) Guarantee of Owner's Meals...................................... 10
   9.  Use of Facilities..................................................... 10
         (a) Access to Facilities............................................ 10
         (b) Signs, Displays and Advertising................................. 10
         (c) Parking......................................................... 10
         (d) Office Space and Equipment...................................... 10
         (e) Utilities....................................................... 10
   10. Definition of Gross Receipts.......................................... 10


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   11. Commissions........................................................... 11
   12. Acounting Payment of Commissions...................................... 11
   13. Scope; Duration; Termination; Default................................. 12
   14. Indemnity............................................................. 17
   15. Ownership in Foodservice Facilities; Authority of Manager............. 19
   16. Taxes and Contributions............................................... 19
   17. Severability.......................................................... 19
   18. Consents; Waiver...................................................... 20
   19. Governing Law......................................................... 20
   20. Time of Essence....................................................... 20
   21. Force Majeure......................................................... 20
   22. Assignment and Subcontracts........................................... 20
   23. Modification of Agreement............................................. 22
   24. Headings.............................................................. 22
   25. Interpretation........................................................ 22
   26. Notices............................................................... 22
   27. Confidentiality; Marks................................................ 23
   28. Security.............................................................. 25
   29. Insurance............................................................. 25
         (a) Liability Insurance............................................. 25
         (b) Property Damage Insurance....................................... 25
         (c) Property Damage Insurance....................................... 25
         (d) Additional Insureds............................................. 25
   30. Administrators........................................................ 25
         (a) Manager Administrator........................................... 25
         (b) Owner Administrator............................................. 25

Exhibits and Schedules

EXHIBIT "A" THE TRACKS
EXHIBIT "B" 2000 GROSS RECEIPTS
EXHIBIT "C" FACILITIES
EXHIBIT "D" MANAGER'S EQUIPMENT

EXHIBIT "E-1" *
EXHIBIT "E-2" *

SCHEDULE 2(b) Certain Limited Suite Holders Supplying Food and Beverage SCHEDULE 4(b) Sponsorship Agreements

This Management Agreement ("Agreement") is entered into as of this 29/th/ day of November, 2001 by and between, Speedway Motorsports, Inc., a Delaware corporation on behalf of its wholly-owned subsidiaries, including, but not limited to, Speedway Systems LLC, a North Carolina limited liability company, Charlotte Motor Speedway, LLC, a Delaware limited liability company, Texas Motor Speedway, Inc., a Texas corporation, and Bristol Motor Speedway, Inc., a Tennessee corporation (collectively, the "Owner") and Levy Premium Foodservice Limited Partnership, an Illinois limited partnership ("Levy"), and Levy Premium Foodservice Limited Partnership of Texas, a Texas limited partnership ("Levy Texas;" "Levy" and "Levy Texas" are hereinafter collectively referred to as "Manager").

1. Owner and Levy have entered into that certain Asset Purchase Agreement, dated November, 29, 2001, (the "Asset Purchase Agreement") wherein Owner agreed to sell and Levy agreed to purchase certain assets as detailed therein.

3. The Tracks currently include: (a) general concessions (the "Concessions"), (b) luxury skybox suites (the "Suites"), (c) hospitality villages and tents (the "Hospitality Villages"), (d) Third-Party Concessions (the "Third-Party Concessions"), and (e) restaurants, clubs (but not health clubs), and banquets/catering serviced from such restaurants and clubs (the "Clubs"). The Concessions, the Suites, the Hospitality Villages, the Third-Party Concessions, and the Clubs shall hereinafter be collectively referred to as the "Food Service Areas."

4. Owner owns the exclusive right to determine who shall provide and operate the food and beverage services throughout the Tracks and other associated areas.

5. Manager and its affiliated and related entities are in the business of developing, owning and managing restaurants and other food service facilities.

6. Manager desires to render certain management and operational services for the Food Service Areas, all as more fully described in this Agreement.

7. Owner desires to engage Manager, and Manager desires to be engaged by Owner, pursuant to the terms of this Agreement, to provide and operate, on an exclusive basis, the entire food and beverage service operations of, for, and at each of the Tracks throughout the Term of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, hereby agree as follows:

(i) that it has been validly formed and duly exists as a Corporation under the laws of the State of Delaware, and that it or the wholly-owned subsidiaries through which it operates is/are, and that it is duly qualified to do business in all of the states in which each of the Tracks are located;

(ii) that it has the full right, power, and authority to grant the exclusive right to provide and operate the food and beverage service operations throughout all the Tracks, including, but not limited to, the right to engage Manager to provide management and operational services described in this Agreement;

(iii) that it is not prevented from entering into this Agreement or complying with its commitments hereunder by its corporate charter;

(iv) that it is duly authorized to enter into this Agreement and is not prevented from entering into this Agreement or complying with its commitments hereunder by any statute, regulation, order of, or agreement with, any governmental or quasi-governmental authority, or by any license, debt instrument, mortgage, lease, contract, or other agreement or instrument binding it or any of its property;

(v) that it is duly authorized to enter into this Agreement and has taken all necessary corporate action to obtain such authorization and that no consent of, or notice to, any other individual, private entity, governmental or quasi-governmental authority, or NASCAR (and any other similar organization or association) is required in connection with the execution, delivery, and performance of this Agreement;

(vi) that this Agreement, when properly executed by both parties, will constitute a legal, valid, and binding agreement, enforceable by Manager in accordance with its terms;

(vii) that the party executing this Agreement on behalf of Owner has full right, power, and authority to execute this Agreement and to bind Owner to the terms hereof;

(viii) that, in the event Manager extends credit to patrons of the Food Service Areas (it being understood that Manager will extend credit to the extent it

is commercially reasonable), Owner shall use its good faith, reasonable, and diligent efforts to assist Manager in minimizing any uncollectible amounts from such patrons, which efforts may include, for example, and not by way of limitation:

(a) including a provision in all agreements governing the patrons' rights to utilize certain areas of the Tracks requiring that the patron provide, at all times, a valid credit card on file upon which Manager shall be entitled to charge outstanding balances (but not requiring a security deposit); and

(b) Owner withholding patrons' tickets for future events and allowing Manager to suspend or withhold the delivery of any food and beverage products to any patron who has an outstanding balance that has not, after due notification, been substantially paid in full.

(ix) that it shall use its good faith, reasonable, and diligent efforts at all times to cooperate with and assist Manager in (A) providing quality food and beverage services to patrons of the Food Service Areas, and (B) achieving maximum Gross Receipts (as that term is defined below) for the Operations (as that term is defined below); and

(i) that Levy has been validly formed and duly exists as a limited partnership under the laws of the State of Illinois, and that it is duly qualified to do business in all of the states in which each of the Tracks are located and that Levy Texas has been validly formed and duly exists as a limited partnership under the laws of the State of Texas, and that it is duly qualified to do business in the State of Texas;

(ii) that it is duly authorized to enter into this Agreement and is not prevented from entering into this Agreement or complying with its commitments hereunder by its by-laws, by any statute, regulation, or order of any governmental or quasi-governmental authority, or by any license, debt instrument, mortgage, lease, contract, or other agreement or instrument binding upon it or any of its property;

(iii) that it is duly authorized to enter into this Agreement and has taken all necessary action to obtain such authorization, and that no consent of, or notice to, any other individual, private entity, or governmental authority is required in connection with the execution, delivery, and performance of this Agreement;

(iv) that this Agreement, when properly executed by both parties, will constitute a legal, valid, and binding agreement, enforceable by Owner in accordance with its terms;

(v) that the party executing this agreement on behalf of Manager has full right, power, and authority to execute this Agreement and to bind Manager to the terms hereof; and

(vi) that it shall use its good faith, reasonable, and diligent efforts at all times to cooperate and assist Owner in (A) providing quality food and beverage services to patrons of the Food Service Areas, and (B) achieving maximum Gross Receipts from the Operations.

(i) Administration, management, and direction of the day-to-day Operations in accordance with, and subject to, the further terms and conditions of this Agreement;

(ii) Subject to Paragraph 4(b) below, procurement of all supplies, services, and personnel which are necessary for the Operations, including personnel for the maintenance and operation of the Foodservice Facilities and preparation and service of such food and beverage items as shall be proposed by Manager and reasonably approved by Owner ("Food and Beverage Items"), which Food and Beverage Items shall consist of, but not necessarily be limited to, food, alcoholic and non-alcoholic beverages, tobacco, candy and confections, but only to the extent that any of the foregoing may now or hereafter be legally sold at the Tracks, in accordance with applicable laws, ordinances, rules, and regulations;

(iii) Establishment and review and/or modification of all menus, portions, and prices of the Food and Beverage Items, all of which shall be proposed by Manager and reasonably approved by Owner; provided, however, that: (A) Owner shall not unreasonably withhold, condition or delay its approval of such menus, portions, and prices, and (B) in the event that Owner fails to deliver to Manager within fifteen
(15) days after submission of such menus, portions, and prices written approval or denial, such submitted menus, portions, and prices shall be deemed approved;

(iv) Consultation with Owner at such times as shall be reasonably appropriate for the purpose of eliminating operational problems and improving the Operations;

(v) Arranging for the removal of all trash from the Facilities to various centralized collection points at the Tracks, whereupon Owner shall be responsible for arranging for such trash to be properly and lawfully discarded, the cost of which shall be exclusively borne by Owner, except for trash that is not related to an event; and

(vi) Any and all other services which Owner or Manager, in their joint reasonable discretion, deem appropriate in order for Manager to effectively manage and operate the Operations in a manner at least consistent with Manager's performance of comparable services at facilities similar to the Food Service Areas.

Owner shall: (i) transfer to Manager the exclusive rights to operate the Lowes Club and (ii) shall provide Manager no less than thirty (30) days prior written notice of such transfer. Such transfer shall be effective upon the date specified in such notice of transfer by Owner, which effective date shall be at least thirty (30) days from the date of such notice. Until such time as Owner shall transfer the operation of the Lowes Club to Manager, the terms "Clubs," "Food Service Areas," "Foodservice Facilities" and "Operations," as used herein shall be read so as to exclude the Lowes Club therefrom.

state, and local laws, ordinances, regulations, orders, or directions (including, without limitation, alcoholic beverage, fire, building, health and sanitation codes and regulations) with respect to the sanitation and purity of the Food and Beverage Items, provided that nothing herein shall be interpreted to hold Manager responsible for such compliance as it relates to areas of the Tracks other than the Foodservice Facilities.

Lowes Club which, but for the retention by Owner of the right to operate the Lowes Club hereunder, would have been transferred to Manager pursuant to the Asset Purchase Agreement, and such fixed assets shall thereafter be included in "Manager's Equipment" for all purposes of this Agreement. Owner shall also transfer to Manager, in a manner and upon terms (including price and payment) consistent with the Asset Purchase Agreement, such other assets and liabilities as would have been transferred to Manager in accordance with the Asset Purchase Agreement but for the retention by Owner of the right to operate the Lowes Club hereunder.

all employees and agents of Owner and with third parties performing services at each Track.

(a) As further consideration for Owner's grant of the exclusive rights and privileges to Manager pursuant to this Agreement, and as the sole compensation due and owing from Manager to Owner hereunder, Manager agrees to pay Owner or to such of Owner's subsidiaries, as Owner shall from time to time direct, the following percentages of Gross Receipts generated in the following areas of the Tracks during each Contract Year during the first (1st) ten (10) Contract Years of the Term (collectively, the "Commissions"):

Source of Gross Receipts         Percentage of Gross Receipts
------------------------         ----------------------------
 (i) Concessions                               *
 (ii) Suites                                   *
 (iii) Hospitality Villages                    *
 (iv) Third-Party Concessions                  *
 (v) Clubs                                     *

(b) To the extent that this Agreement is extended for ten
(10) additional Contract Years beyond the initial ten (10) year Term, Manager agrees to pay Owner or to such of Owner's subsidiaries, as Owner shall from time to time direct, Commissions according to the following percentages of Gross Receipts generated in the following areas of the Tracks during each Contract Year:

Source of Gross Receipts         Percentage of Gross Receipts
------------------------         ----------------------------
 (i) Concessions                               *
 (ii) Suites                                   *
 (iii) Hospitality Villages                    *
 (iv) Third-Party Concessions                  *
 (v) Clubs                                     *

*

Commissions based upon the Accounting Firm's determinations (the "Adjusted Amount"). If the Accounting Firm determines that the computation of Gross Receipts or Commissions contained in any Statement or the Final Statement, as the case may be, is understated by five percent (5%) or more, then, in addition to the Adjusted Amount (which will increase by interest at the prevailing prime rate), Manager shall pay the entire cost of the Accounting Firm's engagement. In all other events, the cost of the Accounting Firm's engagement and the costs of Owner's inspection of the books and records of Manager shall be borne by Owner.

(a) The term of this Agreement shall be for a period of ten (10) years, commencing on the Closing Date, as that term is defined in Section 1.6 of the Asset Purchase Agreement (the "Commencement Date") and, unless otherwise extended by Owner pursuant to the terms of this Agreement, expiring on December 31, 2011 (the "Term"). For purposes of this Agreement, the term "Contract Year" shall mean the twelve (12) month period commencing on January 1st and expiring on the next ensuing December 31st; provided, however, the first (1st) Contract Year shall commence on the Commencement Date and terminate on December 31, 2002. Manager, at its sole option, may extend the Term of this Agreement for an additional ten (10) Contract Years. Thereafter, the Term of this Agreement shall automatically renew on a year-to-year basis unless sooner terminated by either party upon one hundred eighty
(180) days' written notice prior to the expiration of the then current term.

(b) To the extent that Owner (and any of its affiliated or related entities) owns or manages (whether by acquisition or development) any other facilities, in addition to the Tracks (the "Future Facility"), Owner shall offer to Manager the exclusive right to provide and operate the food and beverage services to each such Future Facility under the same terms and conditions as detailed herein.

(c) Owner shall have the right to terminate this Agreement upon the occurrence of any default by Manager upon thirty
(30) days prior written notice to Manager specifying the nature of such default. A default shall be defined as the occurrence of any one (1) or more of the following:

(i) Manager shall file a voluntary petition in bankruptcy, or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors, whether federal or state, or shall seek, consent to or acquiesce in the appointment of any trustee, receiver, conservator, or liquidator of Manager or of all or any substantial part of its properties (the term "acquiesce," as used herein, being deemed to include, but not be limited to, the failure to file a petition or motion to vacate or discharge any order, judgment, or decree providing for such appointment within the time specified by law); or a court of competent jurisdiction shall enter an order, judgment, or decree

approving a petition filed against Manager seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency, or other relief for debtors, whether federal or state, and Manager shall consent to or acquiesce in the entry of such order, judgment, or decree, or the same shall remain unvacated and unstayed for an aggregate of sixty (60) days from the day of entry thereof; or any trustee, receiver, conservator, or liquidator of Manager or of all or any substantial part of its properties shall be appointed without the consent of or acquiescence of Manager and such appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days; or

(ii) Manager fails to perform any of its service or obligations in the manner or within the time required under this Agreement, or commits or permits a breach of, or default in, any of its duties, liabilities, or obligations hereunder, which in all cases causes (or could reasonably and in good faith be expected to cause) a material and adverse effect in the conduct of the Operations or the maximization of Gross Receipts, and fails to fully cure or remedy such material failure, breach, or default prior to the next major event, after written notice from Owner to Manager specifying, in sufficient detail, the nature of such material failure, breach, or default, or, if such material breach or default cannot reasonably be cured prior to the next major event, due to third-party approval or Force Majeure, and fails to diligently prosecute such cure or remedy to completion as soon as is reasonably possible thereafter.

(iii) Upon termination of this Agreement pursuant to subparagraphs (i) or (ii) above, Manager shall only be obligated to pay the Commissions for Gross Receipts prior to termination in accordance with Paragraph 11 above, subject to other remedies available to Manager and Owner.

(d) In the event that all of Manager's services are terminated as provided in this Paragraph 13, Manager shall, at the request of Owner, continue to serve as manager of the Operations until a successor is selected and commences work in the Foodservice Facilities or until such earlier date as Owner shall specify; provided that Manager shall not be obligated to so continue as manager for a period in excess of thirty (30) days. The terms and conditions of this Agreement shall continue to be fully applicable during such period as if no termination had occurred.

(e) Manager shall have the right to terminate this Agreement upon the occurrence of any of the following events of default by Owner and upon written notice to the Owner specifying the nature of such default:

(i) Owner shall file a voluntary petition in bankruptcy, or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute or law relating to bankruptcy, insolvency, or other relief for debtors, whether federal or state, or shall seek,

consent to, or acquiesce in the appointment of any trustee, receiver, conservator, or liquidator of Owner or of all or any substantial part of its properties (the term "acquiesce," as used herein, being deemed to include, but not be limited to, the failure to file a petition or motion to vacate or discharge any order, judgment, or decree providing for such appointment within the time specified by law); or a court of competent jurisdiction shall enter an order, judgment, or decree approving a petition filed against Owner seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute or law relating to bankruptcy, insolvency, or other relief for debtors, whether federal or state, and Owner shall consent to or acquiesce in the entry of such order, judgment, or decree, or the same shall remain unvacated and unstayed for an aggregate of sixty (60) days from the day of entry thereof; or any trustee, receiver, conservator, or liquidator of Owner or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Owner and such appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days;

(ii) Owner fails to timely perform any of its obligations under this Agreement which in all cases causes (or could reasonably and in good faith be expected to cause) a material and adverse effect in the conduct of the Operations or the maximization of Gross Receipts, and fails to fully cure or remedy such material failure, breach, or default prior to the next major event after written notice from Manager to Owner specifying, in sufficient detail, the nature of such material failure, breach, or default, or, if such material breach or default cannot reasonably be cured prior to the next major event, due to third-party approval or Force Majeure, and fails to diligently prosecute such cure or remedy to completion as soon as is reasonably possible thereafter.

(i) *

(ii) *

(i) Such termination shall not occur earlier than the * annual anniversary of the Commencement Date and no later than the * annual anniversary of the Commencement Date; and

(ii) Owner shall pay to Manager in a single lump-sum payment a termination payment (the "Convenience Termination Payment") in an amount equal to the Caused Termination Payment plus * . Upon Manager's receipt of the Convenience Termination Payment, Manager shall immediately transfer all right, title and interest to Owner in:
the Purchased Assets, * and Manager's exclusive rights hereunder, all of which shall be transferred free and clear of all liens and encumbrances.

(aa) *

(bb) *

(h) Notwithstanding anything in this Agreement to the contrary, neither Owner nor Manager shall be entitled to seek, claim, or collect punitive damages. Accordingly, Owner and Manager hereby expressly waive any right to seek, claim, or collect any punitive damages in connection with, or related to, a breach or violation of this or any other agreement entered into between Owner and Manager. *

*

(i) Owner hereby expressly agrees that, during the Term
(including any extensions thereof) and for a period of twenty four (24) months following either the expiration or earlier termination of this Agreement, none of Owner, nor any other food or beverage service operator or concessionaire providing food and beverages in, to, or for any areas of the Tracks, nor any of their respective affiliates, related entities, or individuals, shall directly or indirectly solicit, hire, offer to hire, or employ any current salaried or management-level employee of Manager (including, but not limited to, Manager's current or former general manager, chefs, sous chefs, and the managers of the various areas of the Foodservice Facilities) to work in or in connection with the Tracks or the Foodservice Facilities as a consultant, employee, independent contractor, or otherwise in any other capacity, without Levy's prior written approval, which approval can be granted or denied in Levy's sole and absolute discretion. Notwithstanding the terms and conditions of this Paragraph 13(i), all existing Finish Line Events employees are exempted from this Paragraph
13(i). Furthermore, those employees who are hired by Manager to work at the Operations during the * Contract Years and are not already employees of Manager, shall be exempted from this Paragraph
13(i), but only through the * Contract Year; thereafter the terms and conditions of this Paragraph 13(i) shall be in full force and effect. With regard to Manager's former employees, the prohibitions in this Paragraph shall last for a period of twelve (12) months from their termination. The provisions of this Paragraph 13(i) shall survive the termination of this Agreement for any reason.

(j) Any public announcements made upon the expiration or earlier termination of this Agreement shall be reasonably agreed upon in advance by Owner and Manager.

(a) To the fullest extent permitted by law, Manager hereby indemnifies, defends, protects, and forever holds Owner, its respective shareholders, officers, directors, partners, members, employees, agents and representatives (collectively, the "Owner's Indemnitees") harmless from and against any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments, awards, costs and expenses (including reasonable attorneys' fees, paraprofessional fees and court-related costs), such indemnity covering, but not being limited to, business interruption claims, bodily injury, sickness, disease, death or injury to or destruction of tangible property, but in all events, except as expressly provided below, only to the extent arising directly or indirectly, in whole or in part, out of the (i) gross negligence or any willful misconduct, omission, or breach of its obligations under this Agreement by Manager or by any of its officers, directors, agents or employees, in connection with this Agreement or Manager's

performance of its duties or authority hereunder or (ii) breach of any representation, warranty or covenant contained in this Agreement. The indemnification obligation contained in this Paragraph 14(a) shall expressly include, but will not be limited to, damage which occurs as a result of the consumption of Food and Beverage Items sold by Manager at the Tracks. Notwithstanding the foregoing, this Paragraph 14(a) does not require Manager to indemnify, defend, protect, or hold Owner or Owner's Indemnitees harmless for claims, demands, losses, liabilities, actions, lawsuits or other proceedings, judgments, awards, costs and expenses to the extent caused by (i) the willful or negligent acts or omissions of Owner or any of Owner's Indemnitees or any contractors hired or retained by any of them, (ii) the willful or negligent acts or omissions of a Track's construction contractor, any construction subcontractors, a Track architect or any other persons involved in the design, construction, renovation, or modification of a Track
(including, but not limited to, the Foodservice Facilities), or (iii)
any damages, claims, or liabilities caused by any part of a Track other than the Foodservice Facilities. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Owner or Owner's Indemnitees, in respect of which indemnity may be sought from Manager, Owner or Owner's Indemnitees, as the case may be, shall promptly notify Manager in writing; provided, however, failure to give such notice promptly shall not diminish Owner's right to indemnification hereunder unless such failure materially prejudices Manager. Provided that the matter for which indemnity is sought is solely for monetary damages and provided Manager first unconditionally acknowledges in writing its indemnification obligations hereunder with respect to such matter, Manager shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to Owner and Owner's Indemnitees, as the case may be, and the payment of all expenses. Manager shall not settle any such matter without the prior consent of the Owner unless such settlement includes a complete release and discharge (with prejudice, if applicable) of the Owner and the Manager pays such settlement in full. If Manager assumes the defense of such action or proceeding, any such indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at the expense of such indemnified party unless (A) Manager, in its sole and absolute discretion, has agreed in advance and in writing to pay such fees and expenses, or (B) Manager has failed to assume the defense of such action or proceeding or employ counsel reasonably satisfactory to the indemnified party in any such action or proceeding. If Manager has failed to assume the defense of such action, Manager shall not be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed, but if there be a final judgment for the plaintiff in any such action or proceeding, or if any such action or proceeding shall be settled and Manager shall have consented to such settlement, Manager agrees to indemnify, protect, defend, and hold harmless both Owner and Owner's Indemnitees from and against any loss or liability by reason of such judgment or settlement.

(b) To the fullest extent permitted by law, Owner hereby indemnifies, defends, protects and forever holds Manager, its partners, each of its and their respective shareholders, officers, directors, employees, agents and representatives (collectively, the

"Manager's Indemnitees") harmless, from and against any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments, awards, costs and expenses (including reasonable attorneys' fees, paraprofessional fees and court-related costs), such indemnity covering, but not limited to, business interruption claims, bodily injury, sickness, disease, death or injury to or destruction of tangible property, but in all events, except as expressly provided below, only to the extent arising directly or indirectly, in whole or in part, out of the (i) gross negligence or any willful misconduct or omission or breach of its obligations hereunder by Owner or by any of its officers, directors, agents or employees, in connection with this Agreement or (ii) breach of any representation, warranty or covenant contained in this Agreement.. Notwithstanding the foregoing, this Paragraph 14(b) does not require Owner to indemnify, defend, protect or hold Manager or Manager's Indemnitees harmless for claims, demands, losses, liabilities, actions, lawsuits or other proceedings, judgments, awards, costs and expenses to the extent caused by the willful or negligent acts or omissions of Manager or any of Manager's Indemnitees or any of the Manager's contractors or agents. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Manager or Manager's Indemnitees, in respect of which indemnity may be sought from Owner, Manager or Manager's Indemnitees, as the case may be, shall promptly notify Owner in writing; provided, however, failure to give such notice promptly shall not diminish Manager's right to indemnification hereunder unless such failure materially prejudices Owner. Provided that the matter for which indemnity is sought is solely for monetary damages and provided Owner first unconditionally acknowledges in writing its indemnification obligations hereunder with respect to such matter, Owner shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to Manager and Manager's Indemnitees, as the case may be, and the payment of all expenses. Owner shall not settle any such matter without the prior consent of the Manager unless such settlement includes a complete release and discharge (with prejudice, if applicable) of the Manager and the Owner pays such settlement in full. If Owner assumes the defense of such action or proceeding, any such indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at the expense of such indemnified party unless (i) Owner, in its sole and absolute discretion, has agreed in writing to pay such fees and expenses, or (ii) Owner has failed to assume the defense of such action or proceeding or employ counsel reasonably satisfactory to the indemnified party in any such action or proceeding. If Owner has failed to assume the defense of such action, Owner shall not be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed, but if there be a final judgment for the plaintiff in any such action or proceeding, or if any such action or proceeding shall be settled and Owner shall have consented to such settlement, Owner agrees to indemnify, protect, defend and hold harmless both Manager and Manager's Indemnitees from and against any loss or liability by reason of such judgment or settlement.

(c) Any monetary liability indemnified under subparagraph
(a) or (b) above shall be reduced by the proceeds of insurance received by the indemnified party.

(d) The provisions of this Paragraph 14 shall survive the termination of this Agreement.

(e) The indemnification obligations of Manager hereunder shall be the joint and several obligations of Levy and Levy Texas.

(a) Manager shall have no right, power, or authority to assign this Agreement, or any portion hereof or any monies due or to become due hereunder, or to delegate any duties or obligations arising hereunder, either voluntarily, involuntarily, or by operation of law, without the prior written approval of Owner, which approval shall not be unreasonably withheld, conditioned, or delayed; provided, however, that a sale, transfer, assignment, delegation, or sub-contract of this Agreement or duties or obligations arising hereunder to any wholly-owned subsidiary or affiliate (that is controlled by Levy) of Levy shall not a constitute sale, transfer, assignment, delegation, or sub-contract of this Agreement and, therefore, shall not require Owner's approval. No such sale, transfer, assignment, delegation, or sub-contract of this Agreement to a subsidiary or controlled affiliate of Levy shall release Manager from its duties or obligations hereunder. Notwithstanding the foregoing, to the extent Owner incurs marketing expenses as a result of such sale, transfer, assignment, delegation, or sub-contract, Manager shall reimburse Owner for its reasonable marketing expenses. For purposes of this Paragraph 22, an affiliate that is controlled by a person means a corporation, limited liability company or partnership in which such person holds more than fifty percent (50%) of the voting stock, membership interests or partnership interest, as the case may be, such that such person has the power to direct the management and policies of such affiliate.

(b) In the event that (1) Owner either sells or transfers its ownership interest in any Track or Future Facility, or (2) Owner sells or transfers its rights to grant the right to sell food and beverage items in any Track or Future Facility, Owner shall use its best

reasonable efforts to transfer and assign this Agreement, subject to Manager's approval, which approval shall not be unreasonably withheld, conditioned, or delayed, provided that prior to the consummation of such sale, assignment, or transfer, such purchaser(s), assignee(s), or transferee(s) expressly assumes in writing the terms and conditions of this Agreement and agrees to be bound by all of the obligations of Owner contained in this Agreement. Without waiver of the foregoing provisions, all of the rights, benefits, duties, liabilities, and obligations of the parties hereto shall inure to the benefit of, and be binding upon, their respective successors and assigns. Failure of Manager to approve the assignment of this Agreement, as aforesaid, shall not prevent Owner from completing any sale or transfer contemplated by clauses (1) or (2) above and, in the absence of such approval by Manager, this Agreement shall automatically terminate upon the completion of such sale or transfer by Owner. If Manager has approved of such transfer or assignment and if Owner, after utilizing its best reasonable efforts to transfer and assign this Agreement is unable to do so: (i) and such sale, transfer or assignment is of all Tracks and then-existing Future Facilities, then the provisions of Paragraph 13(g) shall apply, or (ii) and such sale, transfer or assignment is of less than all of the Tracks and then-existing Future Facilities, then the Convenience Termination Payment shall be the sum of (a) * for such Tracks and then-existing Future Facilities so sold or transferred, plus (b) * for such Tracks and then-existing Future Facilities so sold or transferred, plus
(c) * for such Tracks and then-existing Future Facilities relative to total Gross Receipts for the previous Contract Year of all Tracks and then-existing Future Facilities so sold or transferred.

(c) Manager hereby agrees that a Change In Control (as that term is defined below) shall constitute an assignment of this Agreement. "Change In Control" shall mean an acquisition, directly or indirectly, of (i) substantially all of the assets of Levy, (ii) more than fifty percent (50%) of the partnership interests of Levy or (iii) more than fifty percent (50%) of the voting securities or other interest of the general partner of Levy, in any case by another person, group or entity, but specifically excluding an acquisition by Compass Group USA, Inc. (or entities which are controlled by Compass Group USA, Inc.) or Lawrence F. Levy (or entities which are controlled by Lawrence F. Levy).

whether or not non-limiting language (such as "without limitation," or "but not limited to," or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term, or matter.

(a) All notices, requests, and communications required or permitted hereunder shall be in writing and shall be sufficiently given, and deemed to have been received, upon personal delivery or, if mailed, upon the first to occur of (i) actual receipt as evidenced by written receipt for certified or registered mail or a nationally recognized overnight courier service, or (ii) refusal of delivery or notification by the United States Postal Service (or nationally recognized overnight courier service) to the sending party that the notice, request, or communication is not deliverable at the address of the receiving party set forth below:

                  If to Owner:      Speedway Motorsports, Inc.
                                    P.O. Box 18747
                                    Charlotte, North Carolina 28218
                                    Attention: William R. Brooks
                                    Vice President and Chief Financial Officer

                  With a copy to:   Speedway Systems LLC
                                    5725-E Concord Parkway South
                                    Concord, North Carolina 28207
                                    Attention: Donnie Bobbitt
                                    Executive Vice President

                  If to Manager:    Lawrence F. Levy
                                    Chairman
                                    Levy Restaurants
                                    980 North Michigan Avenue
                                    Suite 400
                                    Chicago, Illinois 60611


--------------------------------------------------------------------------------
                                                                         Page 24

                  With a copy to:   Andrew J. Lansing
                                    President
                                    Levy Restaurants
                                    980 North Michigan Avenue
                                    Suite 400
                                    Chicago, Illinois 60611

                  With a copy to:   Levy Restaurants
                                    980 North Michigan Avenue
                                    Suite 400
                                    Chicago, Illinois 60611
                                    Attention: General Counsel

                  With a copy to:   Manager's Director of Operations at his/her
                                    offices at the applicable Track

(b) Notice of a change in address of one of the parties shall be given in writing to the other parties as provided above, but shall be effective only upon actual receipt.

(a) Any financial statements or other financial information that may be provided by either party to the other prior to the execution of, or pursuant to the requirements contained in, this Agreement, whether provided voluntarily or in satisfaction of an obligation to do so, and the terms of this Agreement, shall be kept strictly confidential by the party receiving the same, except and only to the extent that such information may be required to be reported for purposes of the receiving party's financial statements or public reporting requirements to or by any duly constituted governmental authorities or a securities exchange or to any bank or other financial institution providing financing to Manager, Owner, or any of their respective affiliated or related entities or owners.

(b) During the course of the performance of Manager's services pursuant to this Agreement, Manager and Owner may each utilize certain information that relates to its past, present, or future research, development, business activities, products, services, technical knowledge, and knowledge capital ("Confidential Information"). Furthermore, during the course of Manager's Services hereunder, Manager may utilize certain proprietary materials, tools, and methodologies including but not limited to software, programs, and systems (including modifications and adaptations thereto), documentation, training manuals, and procedures (hereinafter collectively referred to as "Service Solution Tools"). Service Solution Tools shall be deemed to be included as part of Manager's Confidential Information.

(c) Owner and Manager hereby acknowledge and recognize the competitive advantage and value associated with the Confidential Information and hereby agrees to

use its best efforts to, at all times, protect and preserve the confidentiality of each other's Confidential Information. Owner and Manager hereby agrees that it shall not have or retain any right, title, or interest in the Confidential Information of the other, except to use it during the term of this Agreement as expressly authorized from time-to-time and solely for the purpose of furthering Manager's services pursuant to this Agreement. Nothing in this Agreement shall restrict, prohibit, or limit in any way Manager's use of the Service Solution Tools in any manner or for any purpose whatsoever.

(d) Owner and Manager hereby agrees that all Confidential Information, including, but not limited to, Service Solution Tools and all copies thereof, shall be returned to the originating party, or at the originating party's election may be removed by the originating party, upon the first of the following to occur: (a) the expiration or earlier termination of this Agreement or (b) originating party's request.

(e) If Manager, in its sole discretion, authorizes Owner to use any its Service Solution Tools, the Service Solution Tools may only be used for its internal business purposes only and may not be used or shared for the benefit of any other party. The Service Solution Tools are made available "AS IS" without express or implied warranties of any kind. If this Agreement expires or is terminated, Owner's right, if any, to use the other's Service Solution Tools shall cease as of such expiration or termination.

(g) Owner and Manager hereby expressly acknowledge and agree that the terms and provisions of this Paragraph 27 shall survive the expiration or earlier termination of this Agreement.

Coverage                            Minimum Limits

(i)      Workers Compensation &     *
         Employers Liability

(ii) General Liability *

*

(iii) Liquor Liability *

(iv) Automobile Liability *

General liability insurance provided by Manager shall be on an occurrence basis and shall include customary coverages, such as, but not limited to, bodily injury, property damage, and contractual liability insurance. A Certificate of Insurance shall be provided by Manager to Owner evidencing the Coverages and Minimum Limits listed in this Paragraph 29(a), as well as the property damage insurance detailed below, within fifteen (15) days of the commencement of the Term of this Agreement and annually thereafter. The Certificate shall include the Owner as an Additional Insured for all coverages other than the Workers Compensation & Employers Liability and shall also include a Waiver of Subrogation naming Owner under all policies. Manager or its representatives shall provide a thirty-day notice of cancellation or material change or any coverages required in this Paragraph 29(a).

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Speedway Motorsports, Inc., a Delaware corporation

By:  /s/ O. Bruton Smith
     ----------------------------------------

Its: CEO
     ----------------------------------------

Levy Premium Foodservice Limited Partnership, an Illinois limited partnership

By:  /s/ Robert E. Seiffert
     ----------------------------------------

Its: Treasurer of its General Partner
     ----------------------------------------

Levy Premium Foodservice Limited Partnership of Texas, a Texas limited partnership

By:  /s/ Robert E. Seiffert
     ----------------------------------------

Its: Treasurer of its General Partner
     ----------------------------------------

*

*

Exhibit 10.17

This ASSIGNMENT OF AND AMENDMENT TO MANAGEMENT AGREEMENT (this "Assignment & Amendment") is by and among SPEEDWAY MOTORSPORTS, INC., a Delaware corporation on behalf of its wholly-owned subsidiaries, including, but not limited to, SPEEDWAY SYSTEMS LLC, a North Carolina limited liability company, CHARLOTTE MOTOR SPEEDWAY, LLC, a Delaware limited liability company, TEXAS MOTOR SPEEDWAY, INC., a Texas corporation, and BRISTOL MOTOR SPEEDWAY, INC., a Tennessee corporation, (collectively, the "Speedway Companies"), LEVY PREMIUM FOODSERVICE LIMITED PARTNERSHIP, an Illinois limited partnership, ("Levy Illinois"), LEVY PREMIUM FOODSERVICE LIMITED PARTNERSHIP OF TEXAS, a Texas limited partnership ("Levy Texas") and LEVY PREMIUM FOODSERVICE, L.L.C., a Texas limited liability company ( "Levy LLC").

RECITALS:

WHEREAS, the Speedway Companies, on one hand, and Levy Illinois and Levy Texas, on the other hand, entered into that certain Management Agreement dated November 29, 2001 whereby the Speedway Companies have engaged Levy Illinois and Levy Texas to manage food and beverage service operations at six motor speedway race tracks owned by the Speedway Companies;

WHEREAS, Levy Texas desires to assign its rights and responsibilities under the Management Agreement to Levy LLC and Levy LLC desires to accept such assignment; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT:

(ii) Notwithstanding anything herein to the contrary, Levy LLC shall exercise its independent judgment with respect to the brands and quantities of alcoholic beverages it purchases and makes available to its customers in the State of Texas. The parties acknowledge that the Speedway Companies plan to seek sponsorships for their operations at Texas Motor Speedway from members of the manufacturing and/or distributing tier(s) of the alcoholic beverage industry ("Upper Tier Members") and that such sponsorships must comply with
Section 45.100 of the TABC's rules. In this regard, the parties:

(A) acknowledge and agree that neither Levy LLC, Levy Illinois nor Levy Texas will receive any monetary benefit, direct or indirect, from the advertising or sponsorship revenues generated by operation of Texas Motor Speedway;

(B) acknowledge and agree that neither Levy LLC, Levy Illinois nor Levy Texas will have any right or authority to control, directly or indirectly, any programming or booking decision at Texas Motor Speedway; and

(C) acknowledge and agree that neither Levy LLC, Levy Illinois nor Levy Texas are subject to the direction or control, directly or indirectly, of the owner of Texas Motor Speedway, its operator, any producer of an event at Texas Motor Speedway or any Upper Tier Member as to quantity or brands of alcoholic beverages bought and sold by Levy LLC at Texas Motor Speedway.

IN WITNESS WHEREOF, each of the undersigned has caused this Assignment & Amendment to be executed this 24th day of January, 2002.

SPEEDWAY COMPANIES:            SPEEDWAY MOTORSPORTS, INC.,
                               a Delaware Corporation


                               By: /s/ William R. Brooks, VP
                                  ----------------------------------------------

                               Printed Name: William R. Brooks
                                            ------------------------------------
                               Title: Vice President
                                     -------------------------------------------


LEVY ILLINOIS:                 LEVY PREMIUM FOODSERVICE
                               LIMITED PARTNERSHIP,
                                an Illinois limited partnership

                               By: Levy GP Corporation, an Illinois corporation
                                     Its General Partner


                               By: /s/ Robert E. Seiffert
                                  ----------------------------------------------
                                       Robert E. Seiffert, Treasurer


LEVY TEXAS:                    LEVY PREMIUM FOODSERVICE LIMITED
                               PARTNERSHIP OF TEXAS,
                                a Texas limited partnership

                               By: Levy GP Corporation, an Illinois corporation
                                        Its General Partner


                               By: /s/ Robert E. Seiffert
                                  ----------------------------------------------
                                       Robert E. Seiffert, Treasurer


LEVY LLC:                      LEVY PREMIUM FOODSERVICE, L.L.C.
                                a Texas limited liability company


                               By: /s/ Danette T. Jones
                                  ----------------------------------------------
                                       Danette T. Jones, Manager

Exhibit 10.18 Execution Copy 11/28/01

GUARANTY AGREEMENT

(SMI)

R E C I T A L S:

WHEREAS, the Buyer is willing to execute and deliver, and to consummate the transactions contemplated by, the Asset Purchase Agreement upon the condition, among others, that the Guarantor shall have executed and delivered this Guaranty Agreement to the Buyer; and

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Asset Purchase Agreement; and

WHEREAS, as contemplated by the Asset Purchase Agreement, at the Closing under the Asset Purchase Agreement, the Guarantor will execute and deliver the Management Agreement;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Guarantor hereby guarantees to the Buyer as follows:

(a) the time, manner, place and/or terms and conditions of payment, observance or performance of all or any of the Guaranteed Obligations may be extended, amended, modified or changed pursuant to agreement between the Sellers and the Buyer;

(b) the time for performance of or compliance with any term, obligation, covenant or agreement on the part of the Sellers to be performed or observed by the Sellers under the Asset Purchase Agreement may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to; and

(c) the Asset Purchase Agreement may be amended or modified in any respect by the parties thereto, all in such manner and upon such terms as the parties thereto may deem proper, and without notice to or further assent from the Guarantor, and all without affecting this Guaranty Agreement or the obligations of the Guarantor hereunder, which shall continue in full force and effect until all of the Guaranteed Obligations and all obligations of the Guarantor hereunder shall have been fully paid, observed and performed.

foregoing, the obligations of the Guarantor hereunder are independent of the obligations of the Sellers and a separate action or actions may be brought against the Guarantor regardless of whether action is brought against the Sellers or whether the Sellers will be joined in any such action or actions. The Guarantor waives any right to require the Buyer to proceed against the Sellers or to pursue any other remedy in the Buyer's power whatsoever.

Speedway Motorsports, Inc.
Attn: Chief Financial Officer
P.O. Box 18747
Charlotte, NC 28212
Facsimile: (704) 532-3312

subsections or sections contained herein should be invalid, or should operate to render this Guaranty Agreement invalid, this Guaranty Agreement shall be construed as if such invalid phrase or phrases, sentence or sentences, clause or clauses, paragraph or paragraphs, subsection or subsections or section or sections had not been inserted.

[Signatures Are on Page Following]

IN WITNESS WHEREOF, the undersigned has made, executed and delivered this Guaranty Agreement to the Buyer and Compass as of the date first stated above.

GUARANTOR:

SPEEDWAY MOTORSPORTS, INC.

                                       /s/ O. Bruton Smith    (SEAL)
                                       ---------------------

Accepted:

LEVY PREMIUM FOODSERVICE LIMITED PARTNERSHIP

By: /s/ Robert E. Seiffert
   --------------------------------
   Name:  Robert E. Seiffert
   Title: Treasurer

COMPASS GROUP USA, INC.

By: /s/ Tom Ondrof
   --------------------------------
   Name:  Tom Ondrof
   Title: Chief Financial Officer

Exhibit 10.19 Execution Copy 11/28/01

GUARANTY AGREEMENT

(COMPASS)

R E C I T A L S:

WHEREAS, the Sellers are willing to execute and deliver, and to consummate the transactions contemplated by, the Asset Purchase Agreement upon the condition, among others, that the Guarantor shall have executed and delivered this Guaranty Agreement to the Sellers; and

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Asset Purchase Agreement; and

WHEREAS, as contemplated by the Asset Purchase Agreement, at the Closing under the Asset Purchase Agreement, the Buyer will execute and deliver the Management Agreement;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Guarantor hereby guarantees to the Sellers as follows:

(a) the time, manner, place and/or terms and conditions of payment, observance or performance of all or any of the Guaranteed Obligations may be extended, amended, modified or changed pursuant to agreement between the Sellers and the Buyer;

(b) the time for performance of or compliance with any term, obligation, covenant or agreement on the part of the Buyer to be performed or observed by the Buyer under the Asset Purchase Agreement or the Management Agreement may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to; and

(c) the Asset Purchase Agreement or the Management Agreement may be amended or modified in any respect by the parties thereto, all in such manner and upon such terms as the parties thereto may deem proper, and without notice to or further assent from the Guarantor, and all without affecting this Guaranty Agreement or the obligations of the Guarantor hereunder, which shall continue in full force and effect until all of the Guaranteed Obligations and all obligations of the Guarantor hereunder shall have been fully paid, observed and performed.

Guarantor shall have the right to avail itself of any and all defenses to and valid setoffs, counterclaims and claims of recoupment against any or all of the Guaranteed Obligations that may at any time be available to the Buyer. Notwithstanding the foregoing, the obligations of the Guarantor hereunder are independent of the obligations of the Buyer and a separate action or actions may be brought against the Guarantor regardless of whether action is brought against the Buyer or whether the Buyer will be joined in any such action or actions. The Guarantor waives any right to require the Sellers to proceed against the Buyer or to pursue any other remedy in the Sellers' power whatsoever.

Compass Group-USA, Inc.
Attn: General Counsel
2400 Yorkmont Road
Charlotte, NC 28217
Facsimile: (704)329-4010

[Signatures Are on Page Following]

IN WITNESS WHEREOF, the undersigned has made, executed and delivered this Guaranty Agreement to the Sellers and SMI as of the date first stated above.

GUARANTOR:

COMPASS GROUP USA, INC.

                                       /s/ J. Kurt Kimbell         (SEAL)
                                       ---------------------------

Accepted:

SPEEDWAY MOTORSPORTS, INC.

By: /s/ O. Bruton Smith
   --------------------------------
    Name:  O. Bruton Smith
    Title: CEO

SPEEDWAY SYSTEMS LLC

By: /s/ O. Bruton Smith
   --------------------------------
   Name:  O. Bruton Smith
   Title:  CEO

CHARLOTTE MOTOR SPEEDWAY, LLC

By: /s/ O. Bruton Smith
   --------------------------------
   Name:  O. Bruton Smith
   Title: CEO

BRISTOL MOTOR SPEEDWAY, INC.

By: /s/ O. Bruton Smith
   --------------------------------
   Name:  O. Bruton Smith
   Title: President

TEXAS MOTOR SPEEDWAY, INC.

By: /s/ O. Bruton Smith
   --------------------------------
   Name:  O. Bruton Smith
   Title: President