OFFICIAL PROPOSAL Fairgrounds Speedway USA, LLC & Tennessee State Fair Board Tennessee State Fairgrounds Nashville, TN Chad Chaffin Bobby Hamilton, Jr. 2011 & 2012 Fairgrounds Speedway USA, LLC to be operated by Chad Chaffin and Bobby Hamilton, Jr. Donnie Redd to be hired as general manager for the company effective immediately upon approval of agreement. Bobby Hamilton, Jr. former NASCAR Sprint Cup and NASCAR Nationwide Series driver and currently part-time NASCAR Camping World Truck Series driver. Hamilton owns Highland Rim Speedway and Riverview Speedway Park both located in Tennessee. Chad Chaffin is a former NASCAR Sprint Cup and Nationwide Series driver and competed full time in the NASCAR Camping World Truck Series. Chaffin owns a successful business in the Nashville area. He is a former two time champion of the track located at the Tennessee State Fairgrounds. Donnie Redd retired from Nissan North America in Smyrna, TN with 25 years service. Redd is a timing and scoring official with the NASCAR Sprint Cup, Nationwide and Camping World Truck Series for the past 15 years. He has been a long time official with the speedway located at the fairgrounds and has served in various capacities over the years. Barry Clapp is the founder and owner of Tennessee Drift of Middle Tennessee which held events in 2010 at the fairgrounds. Clapp is a local dirt track driver and has competed in many NASCAR sanctioned events at the fairgrounds. In conjunction with his drift organization his public relations and promotional skills will be an asset to the Fairgrounds Speedway USA, LLC team. The track located at the Tennessee State Fairgrounds is regarded to many as the premier short track in the nation. The track is known for having more drivers who have moved to NASCAR and other national touring series and claiming success. Darrell Waltrip, Jeff Green and the late Bobby Hamilton, Sr. claimed national championships within NASCAR after getting their start at the Nashville track. Sterling Marlin claimed two Daytona 500 championships made his racing debut at the fairgrounds facility. Bobby Hamilton, Jr. and Chad Chaffin have won in the upper divisions of NASCAR. The speedway has a rich tradition of greatness within the state and city of Nashville. The first asphalt event was held in 1958. The first champion was Bob Reuther who drove a car maintained by Preacher Hamilton and Bud Hamilton and sponsored by the late country music icon, Marty Robbins. A 2011 season will be the 54th year of racing at the famed speedway. The fairgrounds facility is the second oldest facility to hold stock car racing events in the nation. It is our intention to return local racing to its proper place in relevance to other sporting and entertainment events in Nashville. We want to bring people to the fairgrounds and to serve as a support activity for visitors to our great city. Please bear in mind in order to have a successful season time is of the essence. To fulfill our obligations and for the Tennessee State Fair Board to realize this proposals full potential we respectfully request your consideration and action be taken at the April 5th, 2011 fair board meeting. a. Twenty (20) race events over the course of two years (2011 & 2012). Ten race events for the 2011 season and ten race events for the 2012 season. b. Payment of $5,000.00 per event for use of on track activities for Friday, Saturday and Sunday of scheduled events. (Race events canceled due to weather or other types of disaster may be rescheduled without additional penalty by both parties). Utilities, Public address system, scoring equipment included in payment. All on-track activities on these days are covered under this payment. c. Payment of $750.00 per month for use of speedway office facility, fixtures and utilities included. Fairgrounds Speedway USA, LLC provides tracks phone service and internet. d. Payment of $250.00 for use of lights during night practice and/or testing at the speedway; except for actual spectator viewed races as noted above in section (b). e. Payment of $75.00 per hour to the fair board for any scheduled types of rental, ride-a-long and open practice, etc., on Monday or Thursday of the weekday. f. Agree to meet insurance requirements to secure agreement. g. Mufflers to be mandatory for local events and all divisions that participate in more than one event at the speedway. Willing to conduct test to demonstrate the effectiveness of mufflers, or determine which mufflers should be mandated. h. $1.00 per sale of each tire sold will be designated for use to a charity or to a community related activity within District 17 of Metro Nashville. The distribution of funds to be coordinated with (SNAP) committee members, if no preference track management will determine a worthwhile charity. i. $1.00 per sale of each tire sold will be donated to the general fund of Fall- Hamilton Elementary School, 500 Wedgewood Avenue, Nashville,TN 37203 j. 0.5 (5 cents) per gallon of racing fuel sold will be designated for use to a charity or to a community activity within District 17 of Metro Nashville. The distribution of funds to coordinated with (SNAP) committee members, if no preference track management will determine a worthwhile charity. k. 0.5 (5 cents) per gallon of racing fuel sold will be donated to the general fund of Fall-Hamilton Elementary School, 500 Wedgewood Avenue, Nashville, TN 37203. l. $50.00 per major billboard sold to be designated for use to a charity or to a community related activity within District 17 of Metro Nashville. The distribution of funds to coordinated with (SNAP) committee members, if no preference track management will determine a worthwhile charity. m. $50.00 per major billboard sold to be paid as royalty to the Tennessee State Fair Board. n. Prepared to meet guidelines and safety standards set forth by the agreement. o. Concessions: open to discussion to setup for the season or work with the present concession group contracted by the facility with explanation of Fairgrounds Speedway USA, LLC, either being granted concession rights or royalties as such. p. Concessions agreement considered only for general admission paying customers. Fairgrounds Speedway USA, LLC reserves the right to have catering and provide food and beverage to VIP customers and sponsors. q. Ride-a-longs during the ten scheduled events at intermission; proceeds will be contributed 50% to Vanderbilt Children’s Hospital and 50% to the general fund of Fall-Hamilton Elementary School, 500 Wedgewood Avenue, Nashville, TN 37203. r. The naming rights of the speedway to be retained by Fairgrounds Speedway USA, LLC. A 5% royalty on all sponsor revenue to be paid to the Tennessee State Fair Board. (i.e.: race day sponsorship, division title sponsorships, etc.) s. The All American 400 race event (not including support events on previous days). .50 (50 cents) of each general admission ticket sold will be paid as royalty to the Tennessee State Fair Board. t. The All American 400 race event (not including support events on previous days). .50 (50 cents) of each general admission ticket sold will be donated to the Vanderbilt Children’s Hospital. u. The payment of $5,000.00 for the first event to be paid upfront with the approval of this agreement. Payments for remaining events to be paid in the same accordance. The second event paid prior to first event, the third event paid prior to the second event, etc. etc. for the remainder of the events. (Check attached to the original agreement). v. This agreement is valid thru Wednesday, April 6th, 2011, we reserve the right to withdraw after that date. The planned activities for use of speedway facility for 2011 and 2012 calendar years. a. Racing programs to be conducted for the ten events each year include programs on the 5/8th mile and ¼ mile facility. b. Program will include Late Model Stock Car, SuperTruck and on the 5/8th mile. The quarter mile to include Sportsman, Super Stock, Dwarf, Frontrunner and Legends . c. Additional types of racing cars and or trucks may be scheduled as program is selected for the year. d. Two (2) Ken-Ten Late Model Series events to be scheduled beginning with the 2011 season and option for 2012 season. e. Presently in discussion with Frank Kimmel Street Stock Nationals for an event to be scheduled for 2011 season and option for 2012. f. Plans for 2011 and 2012 to hold All American 400 weekend. Three day event. g. Presently in discussion with ARCA Series (Automobile Racing Club of America) for an event to be held in 2012. h. Presently in discussion with NASCAR for NASCAR K & N Pro East Series event to be held in 2012.