AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 dex101.htm AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT Amendment No. 1 to the Amended and Restated Credit Agreement

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 1

TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is made as of May 2, 2007 by and among Churchill Downs Incorporated, a Kentucky corporation (the “Borrower”), the Guarantors, the financial institutions listed on the signature pages hereto as the “Lenders” referred to below and JPMorgan Chase Bank, National Association, as the agent and the collateral agent for the Lenders (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the “Credit Agreement” referred to below.

W I T N E S S E T H:

WHEREAS, the signatories hereto are parties to that certain Amended and Restated Credit Agreement, dated as of September 23, 2005, by and among the Borrower, the Guarantors, the financial institutions from time to time parties thereto (the “Lenders”) and the Agent (as the same may from time to time be amended, restated, supplemented or otherwise modified, the “Credit Agreement”);

WHEREAS, certain existing Lenders (the “Departing Lenders”) identified on the signature pages hereof as Departing Lenders have decided to cease acting as Lenders;

WHEREAS, the parties hereto have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Guarantors, the Lenders and the Administrative Agent have agreed to the following amendment to the Credit Agreement.

1. Amendments. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

(a) Section 1.1 of the Credit Agreement is hereby amended to insert the following new definitions thereto in the appropriate alphabetical order as follows:

ContentCo” means CD ContentCo HC, LLC, a Delaware limited liability company existing to hold Borrower’s interest in TrackNet Media Group, LLC, a Delaware limited liability company and joint venture formed by Borrower and Magna Entertainment Corp., a Delaware corporation (“Magna”), which joint venture will consolidate racing signals, wagering rights, account wagering and related businesses of the Borrower and its Subsidiaries and third parties, including without limitation, Magna.

Florida Casino Project” means the real property located in Miami-Dade County, Florida and the construction and development of a gaming and/or slot machine establishment thereon and related improvements, and other property and assets directly related or ancillary thereto or used in connection therewith, including, without limitation, any building, restaurant, hotel, theater, parking facilities, retail shops, land, golf courses, and other recreation and entertainment facilities, marina, vessel, barge, ship and equipment, and all other property related thereto to the extent required under applicable gaming laws, liquor laws or any other applicable laws to be registered with, or approved by, or not disapproved by, all applicable gaming authorities or liquor authorities or any other governmental authorities, as the case may be.


HRTV” means CD HRTV HC, LLC, a Delaware limited liability company existing to hold Borrower’s fifty percent (50%) interest in Magna’s horse racing channel HRTV™, which channel engages or will engage in the production of television broadcast of racing signals and related businesses of the Borrower and its Subsidiaries and third parties, including without limitation, Magna.

(b) Section 1.1 of the Credit Agreement is hereby amended to restate the definition of “Permitted Investment” in its entirety as follows:

Permitted Investment” means (i) a possible investment of up to $90,000,000 in Wagerco; (ii) a possible investment of up to $10,000,0000 in ContentCo; and (iii) a possible investment of up to $10,000,000 in HRTV.

(c) Section 1.1 of the Credit Agreement is hereby amended to restate the following definitions in their entirety as follows:

“Consolidated Indebtedness” means at any time the Indebtedness of the Loan Parties calculated on a consolidated basis as of such time in accordance with Agreement Accounting Principles. The Indebtedness of any Excluded Subsidiary shall not be included in Consolidated Indebtedness.

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of all of the Loan Parties calculated on a consolidated basis for such period in accordance with Agreement Accounting Principles. The net income (or loss) of any Excluded Subsidiary shall not be included in Consolidated Net Income.

“Consolidated Net Worth” means as of any date of determination total stockholders’ equity of all of the Loan Parties as of such date determined and consolidated in accordance with Agreement Accounting Principles. The total stockholders’ equity of any Excluded Subsidiary shall not be included in Consolidated Net Worth.

“Consolidated Rentals” means, with reference to any period, the Rentals of the Loan Parties calculated on a consolidated basis for such period in accordance with Agreement Accounting Principles. The Rentals of any Excluded Subsidiary shall not be included in Consolidated Rentals.

“Excluded Subsidiaries” means any Excluded Entity which is a Subsidiary of any of the Loan Parties. The Excluded Subsidiaries on the date of Amendment No. 1 to this Agreement are: Churchill Downs Pennsylvania Company (formerly known as Churchill Downs California Foodservices Company), Tracknet, LLC, Churchill Downs California Company, Churchill Downs California Fall Operating Company, Fair Grounds International Ventures, L.L.C., a Louisiana limited liability company, F.G. Staffing Services, Inc., a Louisiana corporation, CD ContentCo HC, LLC, a Delaware limited liability company and CD HRTV HC, LLC, a Delaware limited liability company.

(d) Section 2.1 is hereby amended to (x) delete in its entirety the sentence reading as follows: “On the date of this Agreement, the amount of the Aggregate Commitment is $200,000,000.” and (y) delete the reference to “$250,000,000” appearing therein and substitute “$170,000,000” in lieu thereof.

(e) Each of Section 2.22.1 and Section 2.22.5 of the Credit Agreement is hereby amended to delete the reference to “$250,000,000” appearing therein and substitute “$170,000,000” in lieu thereof.

(f) Section 5.5 of the Credit Agreement is hereby amended to delete the reference to “December 31, 2004” appearing therein and substitute “December 31, 2006” in lieu thereof.

(g) Section 6.24.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:

6.24.2 Leverage Ratio. The Borrower will not permit the Leverage Ratio, determined as of the end of each of its fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated Adjusted EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.25 to 1.0; provided that, during the term of this Agreement, for a single period of eight (8) consecutive fiscal quarters, such period beginning with the fiscal quarter during which the Borrower’s aggregate amount of Capital Expenditures in respect of the Florida Casino Project (from the inception of such project) exceeds $10,000,000, the Leverage Ratio may be greater than 3.25 to 1.0 but less than or equal to 4.0 to 1.0; provided that from and after the end of such period of consecutive fiscal quarters, the Leverage Ratio shall not be greater than 3.25 to 1.0.

 

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(h) Section 6.24.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:

6.24.3 Minimum Net Worth. The Borrower will at all times maintain Consolidated Net Worth of not less than (a) $190,000,000 as of the Closing Date, and (b) beginning with Borrower’s fiscal year ending December 31, 2006, the sum of (i) $290,000,000 plus (ii) 50% of Consolidated Net Income earned in each fiscal year (without deduction for losses), plus (iii) 100% of the proceeds from any public and/or private offering and/or sale of any common and/or preferred stock and/or other equity security, and/or any note, debenture, or other security convertible, in whole or in part, to common and/or preferred stock and/or other equity security, net of reasonable expenses, commissions and fees associates with such sale, from and after the date of this Agreement.

(i) A new Section 6.37 is hereby inserted into the Credit Agreement immediately following the existing Section 6.36 as follows:

6.37 Florida Casino Project Capital Expenditures. The Borrower will not, nor will it permit any of its Subsidiaries to, expend, or be committed to expend, an aggregate amount in excess of $100,000,000 for Capital Expenditures in connection with the Florida Casino Project. As used herein, “Capital Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP.

(j) Section 7.3 of the Credit Agreement is hereby amended to insert a reference to “and/or 6.37” at the end thereof.

(k) The Commitments of the Lenders are amended and restated as set forth on Exhibit A hereto. Each Departing Lender shall cease to be a Lender for all purposes under the Credit Agreement. The Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and the reallocation described in Section 2(a) below, in each case on the terms and in the manner set forth in Section 3.4 of the Credit Agreement.

(l) The Pricing Schedule is hereby amended and restated in its entirety as set forth on Exhibit B hereto. Such Pricing Schedule shall be effective as of the first Monday following the date hereof and, beginning on such date, the Applicable Margin and the Applicable Fee Rate shall be calculated by reference to such Pricing Schedule based on the Leverage Ratio reflected in the most recent financial statements and compliance certificate delivered pursuant to Section 6.1 of the Credit Agreement and adjustments to the applicable Level shall thereafter be effected in accordance with the Pricing Schedule.

(m) Schedules 1, 2, 3, 4.1(i)(p), 4.1(i)(q), 5.22, 5.23, 5.24, 5.25 and 5.26 of the Credit Agreement are hereby amended and restated in their entirety as set forth on Annex I hereto.

2. Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date hereof, if, and only if, (a) the Agent and the Lenders shall have administered the reallocation of the Aggregate Outstanding Credit Exposure among the Lenders such that after giving effect to the amendments to

 

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the Commitments pursuant hereto, each Lender’s Pro Rata Share of the Aggregate Outstanding Credit Exposures is equal to such Lender’s Pro Rata Share of the total Commitments, (b) the Agent shall have received (i) executed copies of this Amendment from the Borrower, the Guarantors and the Lenders (including each Departing Lender) and (ii) for the account of each Lender (other than a Departing Lender) an amendment fee in the amount of $7,500.

3. Representations and Warranties of the Loan Parties. The Loan Parties jointly and severally hereby represent and warrant as follows:

(a) Each Loan Party has the power and authority and legal right to execute and deliver this Amendment and the Credit Agreement (as modified hereby) and to perform its obligations hereunder and thereunder. The execution and delivery by each Loan Party of this Amendment and the performance of its obligations hereunder and under the Credit Agreement (as modified hereby) have been duly authorized by proper corporate proceedings, and this Amendment and the Credit Agreement (as modified hereby) constitute legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally.

(b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default or Unmatured Default has occurred and is continuing and (ii) the representations and warranties of the Loan Parties set forth in the Credit Agreement (as modified hereby) and the other Loan Documents are true and correct in all material respects except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

4. Reference to and Effect on the Credit Agreement and Loan Documents.

(a) Upon the effectiveness of this Amendment, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment is a Loan Document pursuant to the Credit Agreement and shall (unless expressly indicated herein or therein) be construed, administered, and applied, in accordance with all of the terms and provisions of the Credit Agreement.

(b) Each Loan Party, by its signature below, hereby (i) agrees that this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of the Company arising under or pursuant to the Credit Agreement and the other Loan Documents to which it is a party, (ii) reaffirms all of its obligations under the Credit Agreement and each and every other Loan Document to which it is a party (including, without limitation, each applicable Collateral Document), (iii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the Lenders) pursuant to any of the Loan Documents, and (iv) acknowledges and agrees that, except as specifically modified above, the Credit Agreement and all other Loan Documents executed and/or delivered in connection therewith shall remain in full force and effect and are hereby reaffirmed, ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of or consent to any modification of any provision of the Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith.

5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE COMMONWEALTH OF KENTUCKY, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

 

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7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by means of facsimile or electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

*******

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

 

Borrower:
CHURCHILL DOWNS INCORPORATED
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   VP Finance & Treasurer
Guarantors:
CHURCHILL DOWNS MANAGEMENT COMPANY
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   Treasurer
CHURCHILL DOWNS INVESTMENT COMPANY
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   Treasurer
CHURCHILL DOWNS SIMULCAST PRODUCTIONS, LLC
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   Treasurer
CHARLSON INDUSTRIES, INC.
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   Treasurer

 

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CALDER RACE COURSE, INC.
By:  

/s/ Steven P. Sexton

Name:   Steven P. Sexton
Title:   Vice President
TROPICAL PARK, INC.
By:  

/s/ Steven P. Sexton

Name:   Steven P. Sexton
Title:   Vice President
ARLINGTON PARK RACECOURSE, LLC
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   Treasurer
ARLINGTON OTB CORP.
By:  

/s/ Debra A. Wood

Name:   Debbie A. Wood
Title:   Secretary
QUAD CITY DOWNS, INC.
By:  

/s/ Debra A. Wood

Name:   Debbie A. Wood
Title:   Secretary


CDIP, LLC
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   Treasurer
CDIP HOLDINGS, LLC
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   Treasurer
CHURCHILL DOWNS LOUISIANA HORSERACING COMPANY, L.L.C.
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   Treasurer
CHURCHILL DOWNS LOUISIANA VIDEO POKER COMPANY, L.L.C.
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   Treasurer
VIDEO SERVICES, INC.
By:  

/s/ Michael Anderson

Name:   Michael Anderson
Title:   Treasurer


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as a Lender, as Agent and as Collateral Agent

By:  

/s/ H. J. Brenner

Name:   H. J. Brenner
Title:   S.V.P.


PNC BANK, NATIONAL ASSOCIATION,

as a Lender, as LC Issuer and as Syndication Agent

By:  

/s/ Shelly B. Stephenson

Name:   Shelly B. Stephenson
Title:   Vice President


NATIONAL CITY BANK (successor in interest to National City Bank of Kentucky),

as a Lender and as Documentation Agent

By:  

/s/ Rob King

Name:   Rob King
Title:   Senior Vice President


FIFTH THIRD BANK, KENTUCKY, INC.,

as a Lender

By:  

/s/ David O’Neal

Name:   David O’Neal
Title:   Vice President


U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:  

/s/ Mark Wheeler

Name:   Mark Wheeler
Title:   Executive Vice President


BANK OF AMERICA, N.A.,

as a Departing Lender

By:  

/s/ Lisa B. Barksdale

Name:   Lisa B. Barksdale
Title:   V.P.


BRANCH BANKING & TRUST COMPANY,

as a Departing Lender

By:  

/s/ Johnny L. Perry

Name:   Johnny L. Perry
Title:   Senior Vice President


COMERICA BANK,

as a Departing Lender

By:  

/s/ Heather Whiting

Name:   Heather Whiting
Title:   Vice President


SUNTRUST BANK,

as a Departing Lender

By:  

/s/ Kap Yarbrough

Name:   Kap Yarbrough
Title:   Vice President


EXHIBIT A

 

Lender

   Commitment

JPMorgan Chase Bank, National Association

   $ 30,000,000

PNC Bank, National Association

   $ 30,000,000

National City Bank

   $ 20,000,000

Fifth Third Bank, Kentucky, Inc.

   $ 20,000,000

U.S. Bank National Association

   $ 20,000,000

TOTAL:

   $ 120,000,000


EXHIBIT B

PRICING SCHEDULE

 

Applicable Margin

   Level I
Status
    Level II
Status
    Level III
Status
    Level IV
Status
    Level V
Status
    Level VI
Status
    Level VII
Status
 

Eurodollar Rate

   0.50   0.625   0.75   0.875   1.00   1.25   1.50

Floating Rate

   0   0   0   0   0   0   0

Applicable Fee Rate

   Level I
Status
    Level II
Status
    Level III
Status
    Level IV
Status
    Level V
Status
    Level VI
Status
    Level VII
Status
 

Commitment Fee

   0.10   0.12   0.15   0.15   0.20   0.20   0.25

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

“Financials” means the annual or quarterly financial statements of the Borrower delivered pursuant to Section 6.1(i) or (ii).

“Level I Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, the Leverage Ratio is less than 1.00 to 1.00.

“Level II Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is greater than or equal to 1.00 to 1.00 and less than 1.50 to 1.00.

“Level III Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is greater than or equal to 1.50 to 1.00 and less than 2.00 to 1.00.

“Level IV Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is greater than or equal to 2.00 to 1.00 and less than 2.50 to 1.00.

“Level V Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is greater than or equal to 2.50 to 1.00 and less than 3.00 to 1.00.


“Level VI Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is greater than or equal to 3.00 to 1.00 and less than 3.25 to 1.00.

“Level VII Status” exists at any date if the Borrower has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status or Level VI Status.

“Status” means either Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status, Level VI Status and Level VII Status.

The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower’s Status, adjusted quarterly and measured on the most recent four fiscal quarters ending on the determination date as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Margin or Applicable Fee Rate shall be effective five Business Days after the Agent has received the applicable Financials. If the Borrower fails to deliver the Financials to the Agent at the time required pursuant to Section 6.1, then the Applicable Margin and Applicable Fee Rate shall be the highest Applicable Margin and Applicable Fee Rate set forth in the foregoing table until five days after such Financials are so delivered.

 

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SCHEDULE 1

SUBSIDIARIES AND OTHER INVESTMENTS

 

Name:   Churchill Downs Management Company
Jurisdiction:   Kentucky
Authorized Capital Stock:   1,000 shares Common
Issued Shares:   20 shares
Owner:   Churchill Downs Incorporated
Name:   Arlington Park Racecourse, LLC
Jurisdiction:   Illinois
Membership Interest:   100%
Owner:   Churchill Downs Incorporated
Name:   Arlington OTB Corp.
Jurisdiction:   Delaware
Authorized Capital Stock:   1,000 shares Common
Issued Shares:   10
Owner:   Arlington Park Racecourse, LLC
Name:   Quad City Downs, Inc.
Jurisdiction:   Iowa
Authorized Capital Stock:   900,000 shares Common A
  900,000 shares Common B
Issued Shares:   315,800 shares Common A
Owner:   Arlington Park Racecourse, LLC
  (result of merger with Arlington Management Services, LLC effective 12/31/2006)
Name:   Churchill Downs California Company
Jurisdiction:   Kentucky
Authorized Capital Stock:   1,000 shares Common
Issued Shares:   100 shares
Owner:   Churchill Downs Incorporated (100%)
Name:   Churchill Downs California Fall Operating Company
Jurisdiction:   Kentucky
Authorized Capital Stock:   1,000 shares Common
Issued Shares:   100 shares
Owner:   Churchill Downs Incorporated (100%)

 

Schedule 1

Page 1


Name:   Churchill Downs Pennsylvania Company
Jurisdiction:   Kentucky
Authorized Capital Stock:   1,000 shares Common
Issued Shares:   100 shares
Owner:   Churchill Downs Incorporated (100%)
Name:   Calder Race Course, Inc.
Jurisdiction:   Florida
Authorized Capital Stock:   800,000 shares Common
  190 shares Preferred
Issued Shares:   667,440 shares Common
Owner:   Churchill Downs Management Company (100%)
Name:   Tropical Park, Inc.
Jurisdiction:   Florida
Authorized Capital Stock:   1,000 shares Common
Issued Shares:   195 shares
Owner:   Churchill Downs Management Company (100%)
Name:   Churchill Downs Louisiana Horseracing Company, L.L.C.
Jurisdiction:   Louisiana
Membership Interest:   Uncertificated units (100%)
Owner:   Churchill Downs Management Company
Name:   Churchill Downs Louisiana Video Poker Company, L.L.C.
Jurisdiction:   Louisiana
Membership Interest:   Uncertificated units (100%)
Owner:   Churchill Downs Management Company
Name:   Video Services, Inc.
Jurisdiction:   Louisiana
Authorized Capital Stock:   510 Shares Class A (non-voting) Common
  490 Shares Class B (voting) Common
Issued Shares:   510 Shares Class A (non-voting) Common
  490 Shares Class B (voting) Common
Owner:   Churchill Downs Louisiana Video Poker Company, L.L.C. (100%)

 

Schedule 1

Page 2


Name:   CDIP Holdings, LLC
Jurisdiction:   Kentucky
Membership Interest:   Uncertificated units
Owner:   99% Churchill Downs Incorporated
  1% Churchill Downs Management Company
Name:   CDIP, LLC
Jurisdiction:   Kentucky
Membership Interest:   Uncertificated units
Owner:   CDIP Holdings, LLC (100%)
Name:   Churchill Downs Investment Company
Jurisdiction:   Kentucky
Authorized Capital Stock:   1,000 shares Common
Issued Shares:   20 shares
Owner:   Churchill Downs Incorporated (100%)
Name:   Churchill Downs Simulcast Productions, LLC
  (f/k/a Charlson Broadcast Technologies, LLC)
Jurisdiction:   Kentucky
Membership Interest:   Uncertificated units
Owner:   51% owned by Churchill Downs Investment Company
  49% owned by Charlson Industries, Inc.
Name:   Charlson Industries, Inc.
Jurisdiction:   Ohio
Authorized Capital Stock:   600 shares Common
Issued Shares:   489 shares owned by Charlson Broadcast Technologies, LLC
(n/k/a Churchill Downs Simulcast Productions, LLC)
  111 shares to Churchill Downs Investment Company
Name:   RWHC, LLC
Jurisdiction:   Delaware
Membership Interest:   Uncertificated units
Owner:   Churchill Downs Investment Company (80%)
  Keeneland Association, Inc. (20%)
Name:   NYRHC, LLC
Jurisdiction:   Delaware
Membership Interest:   Uncertificated units
Owner:   Churchill Downs Investment Company (100%)

 

Schedule 1

Page 3


Name:   CD ContentCo HC, LLC
Jurisdiction:   Delaware
Membership Interest:   Uncertificated units
Owner:   Churchill Downs Investment Company (100%)
Name:   CD HRTV HC, LLC
Jurisdiction:   Delaware
Membership Interest:   Uncertificated units
Owner:   Churchill Downs Investment Company (100%)
Name:   TrackNet Media Group, LLC
Jurisdiction:   Delaware
Membership Interest:   Uncertificated units
Owner:   CD ContentCo HC, LLC (50%)
  Remaining 50% owned by Magna Entertainment Company (or an affiliate or subsidiary thereof)
Name:   HRTV, LLC
Jurisdiction:   Delaware
Membership Interest:   Uncertificated units
Owner:   CD HRTV HC, LLC (50%)
  Remaining 50% owned by Magna Entertainment Company (or an affiliate or subsidiary thereof)
Name:   Kentucky Off-Track Betting, LLC
Jurisdiction:   Kentucky
Membership Interest:   Uncertificated units
Owner:   25% owned by Churchill Downs Incorporated
  25% owned by Ellis Park Racecourse, Inc.
  25% owned by Turfway Park LLC
  25% owned by Keeneland Association, Inc.
Name:   Tracknet, LLC
Jurisdiction:   Kentucky
Membership Interest:   Uncertificated units
Owner:   Churchill Downs Investment Company (100%)

 

Schedule 1

Page 4


Name:   CDIP, LLC
Jurisdiction:   Delaware
Membership Interest:   Uncertificated units
Owner:   Churchill Downs Incorporated (100%)
Name:   Churchill Downs Technology Initiatives Company
Jurisdiction:   Delaware
Authorized Capital Stock:   1000 shares Common
Issued Shares:   100 shares to Churchill Downs Incorporated (100%)
Name:   Fair Grounds International Ventures, L.L.C.
Jurisdiction:   Louisiana
Membership Interest:   Uncertificated units
Owner:   Churchill Downs Louisiana Horseracing
  Company, L.L.C.
Name:   F.G. Staffing Services, Inc.
Jurisdiction:   Louisiana
Authorized Capital Stock:   10,000 shares Common
Owner:   100 shares to Churchill Downs Louisiana Horseracing
  Company, L.L.C. (100%)
Name:   Nasrin Services, LLC
Jurisdiction:   Delaware
Membership Interest:   100%
Owner:   70% owned by Autotote Systems, Inc.
  30% owned by Tracknet, LLC
Name:   Kentucky Downs, LLC
Jurisdiction:   Kentucky
Membership Interest:   Uncertificated units
Owner:   5% owned by Churchill Downs Incorporated
  Note: A transaction is pending pursuant to which Kentucky Downs Partners, LLC is purchasing a 71% interest in Kentucky Downs, LLC from Kelley Farms and a 14% interest from Turfway Park (Turfway will retain a 10% interest after the transaction closes).

SEE ALSO SCHEDULE 3

 

Schedule 1

Page 5


SCHEDULE 2

INDEBTEDNESS AND

EXISTING LIENS ON COLLATERAL

5.14 Liens:

Those granted pursuant to the Credit Agreement dated April 3, 2003 and the following liens:

 

Secured Party

  

Collateral

  

Debtor

  

File Date

Ameritech Credit Corp.    Telecommunications and data equipment    Churchill Downs Incorporated   

2/25/02

(lapsed)

Deere Credit, Inc.    Tractors    Churchill Downs Incorporated    4/2/03
Deere Credit, Inc.    Tractors    Churchill Downs Incorporated    4/2/03
Deere Credit, Inc.    Tractors    Churchill Downs Incorporated    3/16/04
Deere Credit, Inc.    Tractor    Churchill Downs Incorporated    3/29/04
Deere Credit, Inc.    Tractor    Churchill Downs Incorporated    4/10/06
Deere Credit, Inc.    Tractor    Churchill Downs Incorporated    4/10/06
Deere Credit, Inc.    Tractor    Churchill Downs Incorporated    1/17/07
Deere Credit, Inc.    Tractor    Churchill Downs Incorporated    3/29/07
Deere Credit, Inc.    Tractor    Churchill Downs Incorporated    4/4/07
Marlin Leasing Corp.    Copiers and Printers    Churchill Downs Incorporated    10/27/06
US Bancorp    Lease #981801 E-studio    Churchill Downs Incorporated    9/8/03
US Bancorp    Copiers    Churchill Downs Incorporated    1/3/07
US Bancorp    Copier Accessories    Churchill Downs Incorporated    2/14/07
John Deere Construction & Forestry Company    Grader    Calder Race Course, Inc.    3/18/04
Deere Credit, Inc.    Tractors    Calder Race Course, Inc.    5/18/04
Deere Credit, Inc.    Tractors    Calder Race Course, Inc.    8/8/05

 

Schedule 2

Page 1 of 3


Deere Credit, Inc.    Tractors    Calder Race Course, Inc.    6/8/06
State of Florida Dept. of Labor & Employment Security    Contribution due to Unemployment Compensation Fund    Calder Race Course, Inc.    6/13/00
FPC Funding II LLC    Equipment Lease #22208801    Arlington Park Racecourse, LLC    12/15/04
US Bancorp    Copiers    Arlington Park Racecourse, LLC    9/12/05
American Express Business Finance   

Equipment Lease

#608744/A#1058993

   Quad City Downs, Inc.    8/5/04
American Express Business Finance   

Equipment Lease

#608744/A#1058993

   Quad City Downs, Inc.    8/18/04
Marlin Leasing Corp.    Copiers and Printers    Churchill Downs Louisiana Horseracing Company, L.L.C.    1/20/06
Marlin Leasing Corp.    Copiers and Printers    Churchill Downs Louisiana Horseracing Company, L.L.C.    7/7/06
Marlin Leasing Corp.    Copiers and Printers    Churchill Downs Louisiana Horseracing Company, L.L.C.    10/30/06
State of Louisiana Dept. of Labor, Office of Regulatory Services    Contributions due    Churchill Downs Louisiana Horseracing Company, L.L.C.    12/08/06
Fifth Third Bank    All assets and personal property    Charlson Broadcast Technologies, LLC   

9/5/01;

cont. stmt. filed

5/8/06

 

Schedule 2

Page 2 of 3


Section 6.10 (ii) Indebtedness:

 

Convertible note payable

   $ 12,832,605    Brad Kelly note payable for stock redemption (monthly amortization of $35,039)

 

Schedule 2

Page 3 of 3


SCHEDULE 3

LESS THAN 100% SUBSIDIARIES

 

Name:    TrackNet Media Group, LLC
Jurisdiction:    Delaware
Membership Interest:    50%
Owner:    CD ContentCo HC, LLC
Name:    HRTV, LLC
Jurisdiction:    Delaware
Membership Interest:    50%
Owner:    CD HRTV HC, LLC
Name:    RWHC, LLC
Jurisdiction:    Delaware
Membership Interest:    80%
Owner:    Churchill Downs Investment Company
Name:    Kentucky Off-Track Betting, LLC
Jurisdiction:    Kentucky
Membership Interest:    25%
Owner:    Churchill Downs Incorporated
Name:    Nasrin Services, LLC
Jurisdiction:    Delaware
Membership Interest:    30%
Owner:    Tracknet, LLC
Name:    Kentucky Downs, LLC
Jurisdiction:    Kentucky
Membership Interest:    5%
Owner:    Churchill Downs Incorporated
Name:    Triple Crown Productions, LLC
Membership Interest:    33.33% owned by Churchill Downs Incorporated
Name:    Parkland Partners Limited
Membership Interest:    33.10% owned by Churchill Downs Incorporated

 

Schedule 3

Page 1


Name:    Equibase Holding Partners, LP
Membership Interest:    5.64% owned by Churchill Downs Incorporated
Name:    ODS Technologies, LP (TVG)
Membership Interest:    3.166% owned by Churchill Downs Incorporated

 

Schedule 3

Page 2


SCHEDULE 4.1(i)(p)

SEARCHES OF PERSONAL PROPERTY RECORDS

WITH AGENCIES

 

Debtor

  

Jurisdictions Searched

  

Type of Search

Churchill Downs Incorporated    Kentucky Secretary of State    UCC
   Jefferson County Clerk    Federal & State Tax Liens & Local Judgments
Churchill Downs Management Company    Kentucky Secretary of State    UCC
   Jefferson County Clerk    Federal & State Tax Liens & Local Judgments
Churchill Downs Investment Company    Kentucky Secretary of State    UCC
   Jefferson County Clerk    Federal & State Tax Liens & Local Judgments
Calder Race Course, Inc.    Florida Secured Transaction Registy    UCC
   Florida Department of State    Federal Tax Liens & Judgment Liens
   Dade County Circuit Court    Federal & State Tax Liens & Local Judgments
Tropical Park, Inc.    Florida Secured Transaction Registy    UCC
   Florida Department of State    Federal Tax Liens & Judgment Liens
   Dade County Circuit Court    Federal & State Tax Liens & Local Judgments
Arlington Park Racecourse, LLC    Illinois Secretary of State    UCC & Federal Tax Liens
   Cook, Winnebago, & Rock Island County Recorders    Federal & State Tax Liens & Local Judgments
Arlington Management Services, LLC    Illinois Secretary of State    UCC & Federal Tax Liens
   Cook, Winnebago, & Rock Island County Recorders    Federal & State Tax Liens & Local Judgments
Arlington OTB Corp.    Delaware Secretary of State    UCC & Federal Tax Liens
   Illinois Secretary of State    UCC & Federal Tax Liens
   Cook, Winnebago, & Rock Island County Recorders    Federal & State Tax Liens & Local Judgments

 

Schedule 4.1(i)(p)

Page 1 of 2


Quad City Downs, Inc.    Iowa Secretary of State    UCC & Federal Tax Liens
   Illinois Secretary of State    UCC & Federal Tax Liens
   Rock Island County Recorder    Federal & State Tax Liens & Local Judgments
CDIP, LLC    Kentucky Secretary of State    UCC
   Jefferson County Clerk    Federal & State Tax Liens & Local Judgments
CDIP Holdings, LLC    Kentucky Secretary of State    UCC
   Jefferson County Clerk    Federal & State Tax Liens & Local Judgments
Churchill Downs Louisiana Horseracing Company, L.L.C.    East Baton Rouge Parish Clerk of Court    UCC
   Jefferson Parish Clerk of Court & Orleans Parish Clerk of Court    Federal & State Tax Liens & Local Judgments
Churchill Downs Louisiana Video Poker Company, L.L.C.    East Baton Rouge Parish Clerk of Court    UCC
   Jefferson Parish Clerk of Court & Orleans Parish Clerk of Court    Federal & State Tax Liens & Local Judgments
Video Services, Inc.    East Baton Rouge Parish Clerk of Court    UCC
   Jefferson Parish Clerk of Court & Orleans Parish Clerk of Court    Federal & State Tax Liens & Local Judgments
Churchill Downs Simulcast Productions, LLC f/k/a Charlson Broadcast Technologies, LLC    Kentucky Secretary of State    UCC
   Jefferson County Clerk    Federal & State Tax Liens & Local Judgments
Charlson Industries, Inc.    Ohio Secretary of State    UCC
   Hamilton County Recorder; Hamilton County Court of Common Pleas    Federal Tax Liens; State Tax Liens & Local Judgments
   Jefferson County Clerk    Federal & State Tax Liens & Local Judgments

 

Schedule 4.1(i)(p)

Page 2 of 2


SCHEDULE 4.1(i)(q)

THIRD PARTY CONSENTS

Louisiana Gaming Control Board – Pursuant to LA R.S. 42:XIII § 2523(C)(5), by letter dated March 27, 2007, the Louisiana Gaming Control Board has determined that the modification of the Credit Facility does not substantially alter the terms of Churchill’s existing line of credit which was previously approved and has waived any requirement for its approval.


SCHEDULE 5.22

INTELLECTUAL PROPERTY

CHURCHILL DOWNS INCORPORATED

 

Patents:    none
Trademarks:   

 

Federal Registrations:     
CDSN      Reg. No. 2,682,320
Churchill Charlie      Reg. No. 2,222,444
Churchill Charlie Design only      Reg. No. 2,231,670
Green Pastures Program      Reg. No. 2,706,752
Green Pastures Program & Design      Reg. No. 2,690,637
Junior Jockey Club      Reg. No. 2,443,645
Road to the Roses      Reg. No. 2,744,388
The World’s Most Legendary Racetrack      Reg. No. 2,071,030
Twin Spires Logo (design only)      Reg. No. 2,565,972
     Reg. No. 2,568,139
Federal Applications:     
OAKS LILY      App. No. 78/868,795
TWINSPIRES      App. No. 77/121,921
TWINSPIRES (logo)      App. No. 77/121,932
State Registrations:     
Dawn at the Downs and Design   *    Kentucky No. 10852
Run for the Roses and Design   *    Kentucky No. 08682
Kentucky Sampler and Design   *    Kentucky No. 09309

 

Copyright Registrations:   

 

Kentucky Derby 113 logo    Reg. No. VA256465
Kentucky Derby 114 logo    Reg. No. VA300797
Kentucky Derby 115 logo    Reg. No. VA318109
Kentucky Derby 116 logo    Reg. No. VA388760
Kentucky Derby 117 logo    Reg. No. VA432815
Kentucky Derby 118 logo    Reg. No. VA487209
Kentucky Derby 119 logo    Reg. No. VA528216
Kentucky Derby 120 logo    Reg. No. VA637781

 

Schedule 5.22

Page 1


Kentucky Derby 121 logo      Reg. No. VA680014
Kentucky Derby 122 logo      Reg. No. VA760665
Kentucky Derby 123 logo      Reg. No. VA846345
Kentucky Derby 124 logo      Reg. No. VA911899
Kentucky Derby 125 logo      Reg. No. VA981153
Kentucky Derby 126 logo      Reg. No. VA982217
Kentucky Derby 127 logo      Reg. No. VA1076482
Kentucky Derby 128 logo      Reg. No. VA1128464
Kentucky Derby 129 logo      Reg. No. VA1188676
Kentucky Derby 130 logo      Reg. No. VA1262443
Kentucky Derby 131 logo     
Kentucky Derby 132 logo     
Kentucky Derby 133 logo     
Kentucky Derby Trophy design     

 

Licensing Agreements:    none

CHURCHILL DOWNS MANAGEMENT COMPANY

 

Patents:    none
Trademarks:    none
Copyright Registrations:    none
Licensing Agreements:    none

CHURCHILL DOWNS INVESTMENT COMPANY

 

Patents:    none
Trademarks:    none
Copyright Registrations:    none
Licensing Agreements:    none

 

Schedule 5.22

Page 2


CALDER RACE COURSE, INC.

 

Patents:    none

Trademarks:

 

State Registrations:     
Grand Slam Stakes and Design   *    Florida No. T94,610
Common Law:     
Festival of the Sun and Design     
Summit of Speed     

 

Copyright Registrations:    none
Licensing Agreements:    none

TROPICAL PARK, INC.

 

Patents:    none

Trademarks:

 

Common Law:   
Tropical Park   

 

Copyright Registrations:    none
Licensing Agreements:    none

 

Schedule 5.22

Page 3


ARLINGTON PARK RACECOURSE, LLC

 

Patents:    none

Trademarks:

 

Federal Registrations:     
A and Design   *    Reg. No. 1,643,068
A-Club   *    Reg. No. 2,575,234
American Derby   *    Reg. No. 1,977,761
Arlington and Design   *    Reg. No. 1,643,066
Arlington Classic   *    Reg. No. 1,955,925
Arlington Handicap   *    Reg. No. 1,972,394
Arlington International Racecourse And Design   *    Reg. No. 1,696,540
Arlington Matron Handicap   *    Reg. No. 1,969,474
Arlington Million      Reg. No. 1,643,067
Arlington Million X and Design      Reg. No. 1,665,281
Arlington Park      Reg. No. 2,649,941
Arlington-Washington Futurity   *    Reg. No. 1,955,931
Arlington-Washington Lassie   *    Reg. No. 1,933,051
Beverly D.   *    Reg. No. 1,922,590
Hanshin Handicap   *    Reg. No. 1,967,951
Inside Rail   *    Reg. No. 2,437,269
International Festival of Racing   *    Reg. No. 1,473,710
     Reg. No. 1,980,602
Modesty Handicap   *    Reg. No. 1,957,400
Mud Bug OTB Chicago & Design   *    Reg. No. 2,415,761
Pucker Up Stakes   *    Reg. No. 1,957,401
Round Table Stakes   *    Reg. No. 1,952,704
Sea O’Erin Handicap   *    Reg. No. 1,928,105
Secretariat   *    Reg. No. 1,986,605
Springfield Stakes   *    Reg. No. 1,975,924
Washington Park Handicap   *    Reg. No. 1,952,705

 

Copyright Registrations:    none
Licensing Agreements:    none

 

Schedule 5.22

Page 4


ARLINGTON OTB CORP.

 

Patents:    none
Trademarks:    none
Copyright Registrations:    none
Licensing Agreements:    none

QUAD CITY DOWNS, INC.

 

Patents:    none
Trademarks:    none
Copyright Registrations:    none
Licensing Agreements:    none

CDIP, LLC

 

Patents:    none

Trademarks:

 

Federal Registrations:     
Churchill Downs      Reg. No. 1,011,127
     Reg. No. 1,557,889
Kentucky Derby      Reg. No. 0,997,385
Kentucky Oaks      Reg. No. 1,713,541
The Kentucky Derby      Reg. No. 1,534,197
State Registrations:     
Finish Line Off Track Betting   *    Louisiana Trade Name

 

Copyright Registrations:    none
Licensing Agreements:    none

 

Schedule 5.22

Page 5


CDIP HOLDINGS, LLC

 

Patents:    none
Trademarks:    none
Copyright Registrations:    none
Licensing Agreements:    none

CHURCHILL DOWNS LOUISIANA HORSERACING COMPANY, L.L.C.

 

Patents:    none

Trademarks:

 

Federal Registrations:     
Fair Grounds      Reg. No. 2,774,532
Fair Grounds Race Course      Reg. No. 2,774,434
Fair Grounds   *    Reg. No. 2,776,307
Fair Grounds Net Bet   *    Reg. No. 2,765,008
Fair Grounds Phone Bet   *    Reg. No. 2,782,522
Fair Grounds Race Course   *    Reg. No. 2,756,768
Fair Grounds Race Course   *    Reg. No. 2,756,769
Fair Grounds Race Course   *    Reg. No. 2,759,489
FGNETBET   *    Reg. No. 2,935,274
FGNETBET.COM   *    Reg. No. 2,938,503
Horsehead Design   *    Reg. No. 2,764,847
Horsehead Design   *    Reg. No. 2,717,830
Horsehead Design   *    Reg. No. 2,717,831
Horsehead Design   *    Reg. No. 2,717,934
Horsehead Design   *    Reg. No. 2,719,778
Horsehead Design   *    Reg. No. 2,719,779
Net Bet   *    Reg. No. 2,885,332
New Orleans Fair Grounds   *    Reg. No. 2,774,533
Common Law:     
Fair Grounds OTB & Casino     

 

Schedule 5.22

Page 6


VIDEO SERVICES, INC.

 

Patents:    none

Trademarks:

 

State Registrations:     
Rockin’ Horse Game Room   *    Louisiana Trademark

 

Copyright Registrations:    none
Licensing Agreements:    none

 

* The company expects to abandon, not renew the registration with respect thereto, or otherwise dispose of these marks.

 

Schedule 5.22

Page 7


SCHEDULE 5.23

CHURCHILL DOWNS INCORPORATED PROPERTIES

COMMERCIAL LIABILITY COVERED LOCATIONS

 

1.    Churchill Downs/Trackside    700 Central Ave., Louisville, KY
2.    Training Facility/Former Trackside   

4520 Poplar Level Road, Louisville, KY

(4400 Brietenstein Ave.)

3.    Racing Office Property    3750 Oakdale Avenue ( also 3744, 3747, 3748 )
   (formerly a church)   
4    Calder Race Course    21001 NW 27th Ave., Miami, FL
5.    Arlington Park    2200 Euclid Avenue, Arlington Heights, IL 60006
6.    Trackside-Arlington Heights    2000 W. Euclid Avenue, Arlington Heights, IL 60006
7.    Trackside-Rockford    5011 E. State St., Rockford, IL 61108
8.    Trackside-Waukegan    630 S. Green Bay, Waukegan, IL
9.    Trackside-Chicago    901 W. Weed St., Chicago, IL 60622
10.    Trackside-Quad City Downs    5005 Morton Drive, E. Moline, IL
11.    Trackside-South Elgin    335 N. McLean Blvd., Elgin, IL 60177
12.    Trackside- McHenry    621 Ridgeview Drive, McHenry, IL 60050
13.    Trackside-So. Beloit    1322 Gardner St., So. Beloit, IL 61080
14.    Trackside-Lockport    1225 E. 9th Street, Lockport, IL 60441
15.    Fair Grounds Race Course    1751 Gentilly Boulevard, New Orleans, LA 70119
16.    Kenner Finish Line    1700 Joe Yenni Boulevard, Kenner, LA 70064
17.    Gretna Finish Line    64A Westbank Expressway, Gretna, LA 70053
18.    Elmwood Finish Line    5428 Citrus Boulevard, Harahan, LA 70123
19.    Metairie Finish Line    2700 Edenborn Avenue, Metairie, LA 70002
20.    Parking lot adjacent to the Metairie Finish Line    2700 Edenborn Avenue, Metairie, LA 70002

 

1


21.    LaPlace Finish Line    164 Belle Terre Blvd., LaPlace, LA 70068-3348
22.    Covington Finish Line    600 North Highway 190, Suite #1
      Hollycrest Plaza Shopping Center, Covington, LA 70434
23.    Houma Finish Line    111 Moss Lane, Houma, LA 70360
24.    Thibodaux Finish Line    1766 Canal Boulevard, Thibodaux, LA 70301
25.    Property currently being Used for Fair Grounds Supplemental housing    3100 Belfort Avenue, New Orleans, LA 70119
26.    Churchill Downs Technology Initiatives Company    2033 Gateway Place, 5th & 6th Floors, San Jose, CA 95110

DWELLINGS LEASED TO OTHERS - Louisville, KY

 

1012 Homeview    3111 S. Fourth    1001-1003 Thornberry
1014 Homeview    3113-15 S. Fourth   
1016 Homeview    3701 S. Fourth    3318-3320 Warren

LOTS

(VACANT LOTS SURROUNDING LOUISVILLE TRACK USED FOR PARKING)

Bohannon Avenue – 3104, 3106, 3108, 3110, 3112, 3116, 3118, 3120 (collectively Lot 10), 3121, 3211, 3215, 3213

Central – 756

Homeview – 901, 903, 905, 907, 908, 909, 910, 911, 912, 913, 914, 915, 917, 919, 921, 923, 924, 926, 927, 928, 931, 932, 933, 935, 937, 947, 955, 1004, 1006, 1008, 1010, 1012, 1014, 1016, 1000

Longfield Avenue – 1009, 1029, 1031, 1033

Oakdale Avenue – 3l17, 3129, 3139-3139  1/2, 3141, 3143, 3716, 3720, 3722, 3724, 3728, 3730, 3732, 3734, 3740, 3756-62, 3750

Queen Avenue – 1000, 1002, 1006, 1008-10, 1012, 1014, 1016, 1018

Racine – 819, 900, 902, 906, 908, 910, 912, 913, 914, 915, 916, 917, 919, 920, 921, 923, 924, 925, 926, 927, 929, 930, 934, 936 (collectively Lot 8)

S. Fourth Street – 3101-03, 3107-09, 3111, 3113-15, 3141-43, 3701, 3705, 3709, 3711, 3713

S. Third Street – 3106, 3108, 3108 rear, 3110, 3114, 3116, 3118, 3120, 3122, 3128, 3130, 3142, 3144, 3146, 3150, and 3148

Southern Parkway – 3800

Taylor Blvd. – 3105, 3107, 3109, 3111 (collectively Lot 10 with Bohannon properties)

Terrace Park – 32-34

Thornberry – 923, 925, 927, 929, 931-33, 1001-1003, 1005, 1007, 1011, 1015, 1019, 1021

Warren Avenue – 3312, 3314, 3315, 3316, 3318, 3320, 3322, 3324

Wizard Avenue – 3317, 3319, 3320, 3321, 3325, 3327, 3329

Floyd Street – 819-827 (Leased Storage only)

 

2


Lot 1 – Corners of Warren, Queen, Wizard and Oleanda

(1000, 1002, 1006 1008-10, 1012, 1014, 1016 and 1018 Queen Avenue)

(3312, 3314, 3316, and 3324 Warren Avenue)

(3317, 3319, 3321, 3325, 3327 and 3329 Wizard Avenue)

Lot 2 – Alley off of Warren, South of Homeview

(910, 924, 926, 928, 932 Homeview)

Lot 3 – Corner of 9th & Homeview

(900, 902, 904 Homeview is merged in with 700 Central Ave.)

(908, 909, 911, 914 Homeview)

Lot 4 – Ninth St. & Homeview (lots combined):

(931, 933, 935, 937, 947 Homview)

Lot 5 – Ninth St. & Homeview (lots combined):

(901, 903, 905, 907, 913, 915, 917, 919, 921, 923 Homeview)

Lot 6 – Horsemen Lot (Lot between Homeview & Racine)

(900, 902, 906, 908, 910, 911, 913, 915, 917, 919, 921 Racine)

Lot 7(3121 Bohannon)

(930, 934, 936 Racine)

Lot 9 – (921, 923, 925, 927, 929 Racine)

Lot 11 South Third Street

(3100, 3106, 3108, 3108 rear, 3110, 3112, 3114, 3116, 3118, 3120, 3122, 3128, 3130, 3132, and 3132 1/2)

Hussey Lot

(3716, 3724, 3740, 3756-62 Oakdale Avenue)

(32-34 Terrace Park)

Longfield Avenue Lot

(3315 Warren)

(923, 925, 927, 929, 931-33 Thornberry)

Oakdale Lot – Horse Trailer Parking

(3117, 3129, 3139-3139 1/2, 3141, & 3143 Oakdale Avenue)

Racine Lot – 920

South Fourth Street Lot – 3101-03, 3107-09, 3141-43

 

3


Triangle Lot – 3141-43 S. 4th

Trackside Lot – 4400 Breitenstein Avenue

Turf Lot

(819 Racine)

V.I.P. Lot – Ninth St. & Central Avenue

(756 Central Avenue)

 

4


SCHEDULE 5.24

OPERATING LOCATIONS

 

 

 

Churchill Downs Incorporated   

700 Central Avenue

Louisville, Kentucky 40208

  

4520 Poplar Level Road

Louisville, KY 40213

Churchill Downs Management Company

Churchill Downs Investment Company

CDIP Holdings, LLC

CDIP, LLC

Churchill Downs Simulcast Productions, LLC

Charlson Industries, Inc.

  

700 Central Avenue

Louisville, Kentucky 40208

Calder Race Course, Inc.

Tropical Park, Inc.

  

21001 NW 27th Avenue

Miami, FL 33056

Arlington Park Racecourse, LLC   

2000 Euclid Avenue

Arlington Heights, IL 60006

  

Trackside Chicago

901 W. Weed Street

Chicago, Illinois 60622

  

Trackside Waukegan

630 S. Green Bay

Waukegan, Illinois 60085

Arlington OTB Corp.   

2000 Euclid Avenue

Arlington Heights, IL 60006

Quad City Downs, Inc.   

2000 Euclid Avenue

Arlington Heights, IL 60006

  

Trackside Rockford

5011 E. State Street

Rockford, Illinois 61108

  

Trackside Quad City Downs

5005 Morton Drive

East Moline, Illinois 61244

 

Schedule 5.24

Page 1 of 3


SCHEDULE 5.24

OPERATING LOCATIONS

 

 

 

Quad City Downs, Inc. (cont.)   

Trackside South Elgin

334 N. McLean Blvd.

South Elgin, Illinois 60177

  

Trackside South Beloit

1322 Gardner Street

South Beloit, Illinois 61080

  

Trackside McHenry

2816 Route 120

McHenry, Illinois 60051

  

Trackside Lockport

Fat Sam’s Featuring Trackside OTB

1225 E. 9th St.

Lockport, Illinois 60441-3234

Churchill Downs Louisiana Horseracing Company, L.L.C.   

1751 Gentilly Boulevard

New Orleans, Louisiana 70119

  

Kenner Finish Line

1700 Joe Yenni Boulevard

Kenner, Louisiana 70064

  

Gretna Finish Line

64A Westbank Expressway

Gretna, Louisiana 70053

  

Elmwood Finish Line

5428 Citrus Boulevard

Harahan, Louisiana 70123

  

Metairie Finish Line

2700 Edenborn Avenue

Metairie, Louisiana 70002

  

Thibodaux Finish Line

1766 Canal Boulevard

Thibodaux, Louisiana 70301

  

LaPlace Finish Line

164 Belle Terre Blvd.

LaPlace, LA 70068-3348

 

Schedule 5.24

Page 2 of 3


SCHEDULE 5.24

OPERATING LOCATIONS

 

 

 

Churchill Downs Louisiana Horseracing Company, L.L.C. (cont.)   

Covington Finish Line

600 North Highway 190, Suite #1

Hollycrest Plaza Shopping Center

Covington, Louisiana 70434

  

Houma Finish Line

111 Moss Lane

Houma, Louisiana 70360

Churchill Downs Louisiana Video Poker Company, L.L.C.   

1751 Gentilly Boulevard

New Orleans, Louisiana 70119

Video Services, Inc.   

520 Elmwood Park Blvd., Suite 100

Harahan, Louisiana 70123

 

Schedule 5.24

Page 3 of 3


SCHEDULE 5.25

CERTAIN LICENSES

Churchill Downs Incorporated holds a license issued by the Kentucky Racing Authority to conduct live thoroughbred races in 2007.

Calder Race Course Inc. holds a license issued by the Division of Pari-Mutuel Wagering of Florida’s Department of Business and Professional Regulation to conduct live thoroughbred races in 2007.

Tropical Park, Inc. holds a license issued by the Division of Pari-Mutuel Wagering of the Department of Florida’s Department of Business and Professional Regulation to conduct live thoroughbred races in 2007.

Arlington Park Racecourse, LLC holds a license from the Illinois Racing Board to conduct live thoroughbred races in 2007.

Arlington Park Racecourse, LLC holds an inter-track wagering license from the Illinois Racing Board for its Trackside location. It also holds inter-track wagering location licenses for the locations in Chicago and Waukegan.

Quad City Downs, Inc. holds an inter-track wagering license from the Illinois Racing Board for its East Moline location. It also holds inter-track wagering location licenses for the locations in Rockford, McHenry, South Beloit and South Elgin.

Churchill Downs Louisiana Horseracing Company, L.L.C. holds a ten-year racing license from the Louisiana State Racing Commission to conduct race meetings for the period April 16, 2005 through April 15, 2015.

Churchill Downs Louisiana Horseracing Company, L.L.C. holds a one-year license from the Louisiana State Racing Commission to conduct a live thoroughbred race meet from November 22, 2007 through March 23, 2008.

Churchill Downs Louisiana Horseracing Company, L.L.C. holds a license from the Louisiana State Racing Commission to operate off-track wagering facilities at the following locations:

See Attachment 1

Churchill Downs Louisiana Horseracing Company, L.L.C. holds a Type VI Owner/Operator License from the Louisiana Gaming Control Board authorizing it to own and operate video poker devices for a term expiring June 30, 2010.

 

Schedule 5.25

Page 1 of 4


Churchill Downs Louisiana Horseracing Company, L.L.C. holds nine Type IV video poker establishment licenses from the Louisiana Gaming Control Board for the authorization to conduct video poker gaming at the following OTB locations for a term expiring June 30, 2010:

See Attachment 2

Churchill Downs Louisiana Horseracing Company, L.L.C. holds a license from the Louisiana Gaming Control Board for the conduct of slot machine gaming at the Fair Grounds Race Course in New Orleans, subject to certain conditions in connection with facility construction, internal controls and facility management.

Churchill Downs Louisiana Video Poker Company, L.L.C. has acquired Video Services, Inc. which holds a Type VI Owner/Operator license from the Louisiana Gaming Control Board for the authorization to own and operate video poker devices at the OTB Locations listed in Attachment 2 (the “VSI License”). The VSI License expired on June 30, 2004, and an application for renewal of the VSI License is pending with the Louisiana Gaming Control Board. If approved, the VSI License will not expire until June 30, 2010.

 

Schedule 5.25

Page 2 of 4


SCHEDULE 5.25

CERTAIN LICENSES

Attachment 1

Covington Finish Line

600 North Highway 190, Suite #1

Hollycrest Plaza Shopping Center

Covington, Louisiana 70434

Elmwood Finish Line

5428 Citrus Boulevard

Harahan, Louisiana 70123

Gretna Finish Line

64A Westbank Expressway

P.O. Box 1372

Gretna, Louisiana 70053

Houma Finish Line

111 Moss Lane

Houma, Louisiana 70360

Kenner Finish Line

1700 Joe Yenni Boulevard

P.O. Box 640459

Kenner, Louisiana 70064

LaPlace Finish Line

164 Belle Terre Blvd.

LaPlace, LA 70068-3348

Metairie Finish Line

2700 Edenborn Avenue

Metairie, Louisiana 70002

Thibodaux Finish Line

1766 Canal Boulevard

Thibodaux, Louisiana 70301

NOTE: Licenses exist for the following two locations, which were destroyed in Hurricane Katrina, though these locations have not been rebuilt as of the date of the Amendment:

Slidell Finish Line

US Highway 11, 225 Brown’s Village Square

61025 Brown’s Village Square, Unit #5

Slidell, Louisiana 70459

St. Bernard Finish Line

7718 West Judge Perez Drive

Arabi, Louisiana 70043

 

Schedule 5.25

Page 3 of 4


SCHEDULE 5.25

CERTAIN LICENSES

Attachment 2

Elmwood Finish Line

5428 Citrus Boulevard

Harahan, Louisiana 70123

Fair Grounds Corp OTB

1751 Gentilly Boulevard

New Orleans, LA 70119

Gretna Finish Line

64A Westbank Expressway

P.O. Box 1372

Gretna, Louisiana 70053

Houma Finish Line

111 Moss Lane

Houma, Louisiana 70360

Kenner Finish Line

1700 Joe Yenni Boulevard

P.O. Box 640459

Kenner, Louisiana 70064

LaPlace Finish Line

164 Belle Terre Blvd.

LaPlace, LA 70068-3348

Metairie Finish Line

2700 Edenborn Avenue

Metairie, Louisiana 70002

Thibodaux Finish Line

1766 Canal Boulevard

Thibodaux, Louisiana 70301

NOTE: A license exists for the following location, which was destroyed in Hurricane Katrina, though this location has not been rebuilt as of the date of the Amendment:

St. Bernard Finish Line

7718 West Judge Perez Drive

Arabi, Louisiana 70043

 

Schedule 5.25

Page 4 of 4


SCHEDULE 5.26

PREDECESSOR ENTITIES OF THE LOAN PARTIES

See Schedule 1 for state of incorporation or organization.

See Schedule 5.23 for jurisdictional locations where collateral may have been kept.

Arlington Park Racecourse, LLC

Arlington International Racecourse, Inc. and Turf Club of Illinois, Inc. – merged into Arlington Park Racecourse, LLC

Arlington Management Services, LLC merged into Arlington Park Racecourse, LLC; Arlington Management Services, Inc., Arlington Global Services, Inc. and KFI Corporation were previously merged into Arlington Management Services, LLC

Arlington OTB Corp.

None

CDIP, LLC

None

CDIP Holdings, LLC

None

Calder Race Course, Inc.

None

Churchill Downs Investment Company

None

Churchill Downs Management Company

None

Quad City Downs, Inc.

None

 

Schedule 5.26

Page 1 of 2


Tropical Park, Inc.

None

Churchill Downs Louisiana Horseracing Company, L.L.C.

None

Churchill Downs Louisiana Video Poker Company, L.L.C.

None

Video Services, Inc.

None

Churchill Downs Simulcast Productions, LLC

F/k/a Charlson Broadcast Technologies, LLC – name change recorded May 28, 2004 with Kentucky Secretary of State

Charlson Industries, Inc.

None

 

Schedule 5.26

Page 2 of 2