PURCHASE AGREEMENT January 22, 2015 Speedway Motorsports, Inc. and The Guarantors named hereinPurchase Agreement • April 23rd, 2015 • U.S. Legend Cars International, Inc. • Services-racing, including track operation • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of January 27, 2015 (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, dated July 1, 2004 (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company and the Depositary.
REGISTRATION RIGHTS AGREEMENT by and among Speedway Motorsports, Inc., and the Guarantors named herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated SunTrust Robinson Humphrey, Inc. Wells Fargo Securities, LLC PNC Capital Markets LLC Fifth...Registration Rights Agreement • April 23rd, 2015 • U.S. Legend Cars International, Inc. • Services-racing, including track operation • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of January 22, 2015 (the “Purchase Agreement”), by and among the Issuer, the Guarantors and the Initial Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the Holders from time to time of Transfer Restricted Securities (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Securities, the Issuer and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.
