ASSET PURCHASE AGREEMENT Dated as of June 11, 2007 Between CHURCHILL DOWNS INCORPORATED, AS THE PARENT NAMED HEREIN CDTIC ACQUISITION, LLC, AS THE BUYER NAMED HEREIN AMERICATAB, LTD. AND CHARLES J. RUMA, AS THE SELLER NAMED HEREIN HEARTLAND JOCKEY CLUB, LTD. AND RIVER DOWNS INVESTMENT CO., LTD., AS THE SELLING PARTIES NAMED HEREIN and CHARLES J. RUMA, AS THE SELLER REPRESENTATIVE NAMED HEREIN

          5.27. Advance Deposits. Except as set forth on Schedule 5.27 or as otherwise disclosed to the Buyer in writing that specifically makes references to this Section 5.27:

          (a) all advance deposit wagering conducted by the Selling Company and OhioTab was conducted in accordance with all Requirements of Law and the policies and procedures of the Selling Company and OhioTab applicable to advance deposit wagering comply, and have at all times complied, with all Requirements of Law;

          (b) all withdrawals from all accounts established by or on behalf of the Selling Company and OhioTab for wagering activity, deposit or other purposes were used solely for the purposes authorized by the account holder;

          (c) in the past 12 months, except as disclosed on Schedule 5.27, neither the Selling Company nor OhioTab has received any overdraft notice, stop order, returned check, credit rejection or similar payment interruption with respect to payments made (or authorized to be made) into any account established for advance deposit wagers;

          (d) the Selling Company and OhioTab has withheld and reported to the IRS all wagers placed by U.S. residents or citizens to the extent required by Requirements of Law; and

          (e) no Seller nor OhioTab nor any of their directors, officers, employees, agents or representatives, nor any Person acting for or on behalf of any Seller or OhioTab, has violated the Bank Secrecy Act, USA PATRIOT Act, or the Money Laundering and Financial Crimes Strategy Act of 1998 in connection with the Business. Seller, OhioTab, the Business, and employees, agents, and representatives thereof, as well as all Persons acting for or on behalf thereof, are in compliance with the USA PATRIOT Act, the Bank Secrecy Act, the Money Laundering and Financial Crimes Strategy Act of 1998 as well as any recommendations made by the Financial Act Task Force Against Money Laundering in connection with the Business. Neither Seller nor OhioTab nor the Business has received any notice from the Department of the Treasury regarding the violation of any money laundering statues, including, without limitation, the statutes cited herein.

          5.28. Customer Approval; Controls.

          (a) Since January 1, 2005, Seller and OhioTab has undertaken the verifications described on Schedule 5.28 with respect to all new customers prior to such customers placing any wagers; and the verification procedures described on Schedule 5.28 comply with all applicable Legal Requirements.

          (b) Seller maintains a system of internal accounting controls sufficient to provide reasonable assurances that:

          (i) transactions are executed in accordance with management’s general or specific authorization;

     (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets;

     (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and

     (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

          As an inducement to Seller and the Selling Parties to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer and Parent hereby represent and warrant to Seller and the Selling Parties as follows:

          6.1. Organization of Buyer. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Kentucky and has full power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.

          6.2. Authority of Buyer.

          (a) Buyer and Parent have full power and authority to execute, deliver and perform this Agreement and all of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and Parent have been duly authorized and approved by Buyer’s managing member and Parent’s board of directors and do not require any further authorization or consent of Buyer, Parent or their stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and Parent and is the legal, valid and binding agreement of Buyer and Parent enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and Parent, as applicable, and upon execution and delivery by Buyer and Parent, as applicable, will be a legal, valid and binding obligation of Buyer enforceable in accordance with its terms.

          (b) Neither the execution and delivery of this Agreement or any of the Buyer Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:

     (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) the organizational documents of

Buyer or Parent, (B) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Buyer or Parent is a party or any of its properties is subject or by which Buyer or Parent is bound, (C) any Court Order to which Buyer or Parent is a party or by which they are bound or (D) any Requirements of Laws affecting Buyer or Parent; or

     (ii) require the approval, consent, authorization or act of, or the making by Buyer or Parent of any declaration, filing or registration with, any Person.

          6.3. No Finder. Neither Buyer, Parent nor any Person acting on its behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES
AND THE SELLER REPRESENTATIVE

     As an inducement to Buyer and Parent to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller Representative and each Selling Party, severally and not jointly, hereby represents and warrants to Buyer and Parent as follows:

          7.1. Organization, Power and Authorization of the Seller Representative and the Selling Parties. The Seller Representative and each Selling Party (a) if a non-natural Person, is duly incorporated or organized, as the case may be, validly existing and is in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be and (b) has the requisite power and authority (and, if such party is a natural Person, the requisite capacity) necessary to enter into, deliver and perform its obligations pursuant to this Agreement and any Seller Ancillary Agreement to which it is a party. Such Seller Representative’s and Selling Party’s execution, delivery and performance of this Agreement and the Seller Ancillary Agreements have been duly authorized.

          7.2. Binding Effect. This Agreement has been duly executed and delivered by such Seller Representative and Selling Party and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and Parent) is the legal, valid and binding obligation of such Seller Representative and Selling Party enforceable against such Seller Representative and Selling Party in accordance with its terms, and each of the Seller Ancillary Agreements to which such Seller Representative and Selling Party is a party has been duly authorized by such Seller Representative and Selling Party, as applicable, and upon execution and delivery by such Seller Representative and Selling Party, as applicable, will be a valid and binding obligation of such Seller Representative and Selling Party, assuming the due authorization, execution and delivery by the other parties hereto, enforceable in accordance with its terms, except as enforceability may be limited by (a) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law and (b) bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or other similar laws relating to or affecting creditors’ rights generally.

          7.3. No Conflicts. Except as set forth on Schedule 7.3, neither the execution and delivery of this Agreement nor any of the Seller Ancillary Agreements to which such Seller Representative and Selling Party is a party or the consummation of any of the transactions contemplated hereby or thereby nor compliance with the terms, conditions and provisions hereof or thereof will:

          (a) except as described in Section 7.3(b), conflict with, result in a breach of the terms, conditions or provisions of, require the consent, authorization or approval of or other action by or any notice or declaration to, or filing with, any third Person, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights, or result in the creation or imposition of any Encumbrance upon any of the assets of such Seller Representative and Selling Party under: (1) if such Seller Representative and Selling Party is a non-natural Person, such Seller Representative’s and Selling Party’s organizational documents, (2) any note, instrument, mortgage, agreement, permit, license, lease, sublease, franchise or obligation to which such Seller Representative and Selling Party is a party or by which such Seller Representative and Selling Party is bound, (3) any Court Order to which such Seller Representative and Selling Party is a party or by which such Seller Representative and Selling Party is bound or (4) any Requirements of Law affecting such Seller Representative and Selling Party, other than, in the case of clauses (2), (3) and (4), any such conflicts, breaches, consents, authorizations, approvals, actions, notices, declarations, filings, defaults, rights or Encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby, or

          (b) require the approval, consent, authorization or act of, or the making by such Seller Representative or Selling Party of any material declaration, filing or registration with, any Governmental Body.

          7.4. No Broker. Such Selling Party has no liability to pay any fees or commissions to any broker, finder or investment banker with respect to the transactions contemplated by this Agreement.

ARTICLE VIII

ADDITIONAL AGREEMENTS

          8.1. Merger. Seller shall cause the Merger to be completed prior to the Closing. The form and substance of all documents and other actions taken shall be reasonably acceptable to Buyer.

          8.2. Covenant Not to Compete or Solicit Business.

          (a) In recognition of the fact that each Seller and the Selling Parties are receiving significant economic value under this Agreement, and in furtherance of the sale of the Purchased Assets and the Business to Buyer hereunder by virtue of the transactions contemplated hereby and more effectively to protect the value and goodwill of the Purchased Assets and the Business so sold, each Seller and Selling Party acknowledges that Buyer and Parent would be irreparably damaged if he, she or it were to compete with Buyer, Parent or the Business and each

covenants and agrees that, for a period ending on the five (5) year anniversary of the Closing Date, neither Sellers, the Selling Parties nor any of their respective Affiliates will:

     (i) directly or indirectly (whether as principal, agent, independent contractor, partner, franchisor, licensor or otherwise) own, manage, operate, control, participate in, perform services for, sell materials or content to, or otherwise carry on, a business similar to or competitive with the Business anywhere in the United States or the world (it being understood by the parties hereto that the Business is not limited to any particular region of the United States or the world and that the Business may be engaged in effectively from any location in the United States or the world); or

     (ii) hire any employee of the Business or induce, solicit or attempt to persuade any employee, agent, licensor, supplier, customer, content provider or franchisee of the Business to (A) terminate such employment, agency or business relationship (whether for the purpose of entering into any such relationship on behalf of any other business organization in competition with the Business or otherwise) or (B) to otherwise interfere with the relationship between Buyer, Parent or any of their Affiliates, on the one hand, and any such employee, agent, licensor, supplier, customer, content provider or franchisee of the Business, on the other hand;

provided, however, that nothing set forth in this Section 8.2 shall prohibit a Selling Party, together with his, her or its respective Affiliates, from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on The Nasdaq Global Market; provided further that nothing in this Section 8.2 shall apply to, prohibit, or restrict the operations of Heartland Jockey Club, Ltd., an Ohio limited liability company, or any of its Affiliates, with respect to the ownership or operation of a thoroughbred horse racing facility in Grove City, Ohio (the “Heartland Business”), on-site Instant Racing with respect to the Heartland Business, or any similar operation, wherever located, so long as such operations do not include internet, telephone or mobile based advance deposit wagering (including any products or business ventures or developments related to Instant Racing through any internet, telephone or mobile based application).

          (b) Each Seller and Selling Party also covenants and agrees that from and after the Closing Date it will not, and will not permit any of its Affiliates to, divulge or make use of any Trade Secrets or other confidential information of the Business, other than to disclose such secrets and information to Buyer, Parent or their Affiliates, or as otherwise excepted or permitted under Section 10.2, below, whether with respect to what is deemed not to be confidential information, or with respect to permitted disclosures.

          (c) The parties agree that the covenants set forth in this Section 8.2 are reasonable with respect to duration, geographical area and scope. If any Seller or Selling Party, or any Affiliate of a Seller or a Selling Party, violates any of its obligations under this Section 8.2, Buyer or Parent may proceed against it in law or in equity for such damages or other relief as a court may deem appropriate. Each Seller and Selling Party acknowledges that a violation of this Section 8.2 may cause Buyer or Parent irreparable harm which may not be adequately compensated for by money damages. Each Seller and Selling Party therefore agrees that in the

event of any actual or threatened violation of this Section 8.2, Buyer and Parent shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against such Seller or Selling Party, or such Affiliate of any such Seller or Selling Party, to prevent any violations of this Section 8.2, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 8.2 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 8.2, any term, restriction, covenant or promise in this Section 8.2 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency, and such court or agency shall be empowered to reform the terms hereof (including by modifying or reducing the duration, geographical area or scope hereof) or to delete specific words or phrases included herein.

          8.3. Reserved.

          8.4. Taxes.

          (a) Liability for Taxes.

     (i) Seller shall be liable for and shall pay, and pursuant to ARTICLE IX (and subject to the limitations in ARTICLE IX) each of Seller and the Selling Parties, jointly and severally, agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from Taxes imposed on or with respect to the Business or the Purchased Assets, in each case attributable to Taxable years or periods ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. For purposes of this Section 8.4(a)(i), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

     (ii) Notwithstanding Section 8.4(a)(i), any sales Tax, use Tax, real property transfer or gains Tax, documentary stamp Tax or similar Tax attributable to the sale or transfer of the Business, the Purchased Assets or the Assumed Liabilities shall be paid by Seller. Buyer agrees to timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns with respect to, such Taxes.

     (iii) If Buyer receives a credit with respect to, or refund of, any Tax for which Seller is liable under this Agreement, Buyer shall pay over to Seller the amount of such refund or credit within 15 days after receipt or entitlement thereto, except to the extent that such refund or credit is attributable to the carryback of losses, credits or similar items from a Taxable year or period that begins after the Closing Date. In the event that any refund or credit of Taxes for which a payment has been made to Seller by Buyer is subsequently reduced or disallowed, Seller shall indemnify and hold harmless Buyer for

any Tax assessed against Buyer by reason of the reduction or disallowance. For purposes of this Section 8.4(a)(iii), Tax refunds shall include any interest that is paid as part of the payment of such refunds, reduced by the increase in the original payee’s federal, state, local, foreign or other Taxes payable attributable to such interest after taking into account any offsetting deductions or credits.

          (b) Reserved.

          (c) Reserved.

          (d) Assistance and Cooperation. After the Closing Date, each of Seller and Buyer shall (and cause their respective Affiliates to):

     (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing;

     (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns filed by or with respect to the Business or the Purchased Assets;

     (iii) make available to the other and to any taxing authority as reasonably requested all information, records and documents relating to Taxes imposed on or with respect to the Business or the Purchased Assets;

     (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments relating to Taxes imposed on or with respect to the Business or the Purchased Assets for which the other may be liable under Section 8.4(a); and

     (v) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request.

          (e) Survival. Notwithstanding anything to the contrary in this Agreement, the obligations of the parties set forth in this Section 8.4 shall be unconditional and absolute and shall remain in effect without limitation as to time.

          8.5. Employees and Employee Benefit Plans.

          (a) No employee of Seller or any Selling Party, nor any employee performing services with respect to the Business, shall be offered employment with Buyer or Parent as part of the transactions contemplated by this Agreement.

          (b) The Selling Company and the Selling Parties shall be responsible for, and shall indemnify the Buyer Group Members against, any costs or obligations arising from or associated with (i) the employment, termination or deemed termination of any employee of any Seller and any liabilities with respect to such employee; and (ii) any liabilities relating to any employee benefit plan, program, agreement or arrangement, whether or not funded, of the Business, any Seller or any Seller Group Member, including any Seller Plan.

          8.6. Reserved.

          8.7. Change in Company Name. Seller agrees promptly after the Closing Date to change its company name to a name that does not include any word set forth on Schedule 8.7 or any variation thereof.

ARTICLE IX

INDEMNIFICATION

          9.1. Indemnification by Seller and Selling Parties.

          (a) Each Seller and each of the Seller Representative and the Selling Parties, jointly and severally, agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from:

     (i) any breach of any warranty or the inaccuracy of any representation of any Seller or the Seller Representative contained in this Agreement, any Seller Ancillary Agreement, or any certificate delivered by or on behalf of any Seller or the Seller Representative pursuant hereto or in any Seller Ancillary Agreement;

     (ii) any breach by any Seller or the Seller Representative of any of its covenants or agreements, or any failure of any Seller or the Seller Representative to perform any of its obligations, in this Agreement or in any Seller Ancillary Agreement;

     (iii) the failure of any Seller or the Seller Representative to pay, perform or discharge any Excluded Liability;

     (iv) any failure of any Seller or the Seller Representative to obtain prior to the Closing any consent set forth in Schedule 5.3 (unless waived by Buyer); or

     (v) the failure of any Seller or the Seller Representative to comply with any applicable bulk sales law, except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities;

provided, however, that notwithstanding the foregoing or any other provisions of this Agreement or any Seller Ancillary Agreement to the contrary, the Seller, the Seller Representative and the Selling Parties shall not be required to indemnify and hold harmless under clause (i) of this Section 9.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 5.1, 5.3, 5.7, and 5.14, as to which this proviso shall have no effect) unless and until the aggregate amount of such Losses and Expenses subject to indemnification by the Seller, the Seller Representative and the Selling Parties exceeds $500,000, in the aggregate, and once such amount is exceeded, each Seller, the Seller Representative and the Selling Parties shall indemnify the Buyer Group Members for the entire amount of such Loss and Expense without deduction.

          (b) Each Selling Party, severally and not jointly, agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from:

     (i) any breach of any warranty or the inaccuracy of any representation of such Selling Party contained or referred to in this Agreement or any certificate delivered by or on behalf of such Selling Party or in any Seller Ancillary Agreement; and

     (ii) any breach by such Selling Party of any of its covenants or agreements, or any failure of such Selling Party to perform any of its obligations, in this Agreement or in any Seller Ancillary Agreement.

          (c) Notwithstanding the foregoing provisions of this Section 9.1 or any other provisions of this Agreement or any Seller Ancillary Agreement to the contrary, Seller and the Selling Parties shall not be required to indemnify and hold harmless the Buyer Group Members for Losses and Expenses in excess of $8,750,000, in the aggregate, other than in respect of any Excluded Liability or the covenant set forth in Section 8.2, as to which there shall be no limitation.

          (d) The indemnification provided for in Sections 9.1(a) and (b) shall terminate two (2) years after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 9.1(a) or 9.1(b) thereafter), except that the indemnification by Seller and the Selling Parties shall continue as to:

     (i) the representations and warranties set forth in Section 5.14 and the covenants set forth in Sections 8.5, 10.2, 10.6 and 10.13, as to all of which no time limitation shall apply;

     (ii) the covenant set forth in Section 9.1(a)(iii), as to which no time limitation shall apply;

     (iii) the representations and warranties set forth in Section 5.7 and the covenants set forth in Sections 3.4 and 8.4, which expire with the expiration of the applicable statutes of limitations;

     (iv) the covenant set forth in Section 8.2, as to which the indemnification provided for in this Section 9.1 shall terminate one year after the expiration of the noncompetition period provided for therein; and

     (v) any Loss or Expense of which any Buyer Group Member has notified the Seller Representative in accordance with the requirements of Section 9.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 9.1, as to which the obligation of the applicable indemnitor shall continue until the liability of the applicable indemnitor shall have been determined pursuant to this ARTICLE IX, and the applicable indemnitor shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in accordance with this ARTICLE IX.

          9.2. Indemnification by Buyer and Parent.

          (a) Buyer and Parent, jointly and severally, agree to indemnify and hold harmless each Seller Group Member from and against any and all Losses and Expenses incurred by such Seller Group Member in connection with or arising from:

     (i) any breach of any warranty or the inaccuracy of any representation of Buyer or Parent contained or referred to in this Agreement or in any certificate delivered by or on behalf of Buyer or Parent pursuant hereto or in any Buyer Ancillary Agreement; or

     (ii) any breach by Buyer or Parent of any of its covenants or agreements, or any failure by Buyer or Parent to perform any of its obligations, in this Agreement or in any Buyer Ancillary Agreement;

provided, however, that neither Buyer nor Parent shall be required to indemnify and hold harmless under clause (i) of this Section 9.2(a) with respect to Losses and Expenses incurred by Seller Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Section 6.3, as to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Buyer and Parent exceeds $500,000, and once such amount is exceeded, Buyer and Parent shall indemnify the Seller Group Members for the entire amount of such Loss and Expense without deduction; provided that such $500,000 threshold shall not be applicable in any way with respect to any failure of the Buyer to pay the Earn-Out Amount or fulfill any of its other obligations under Section 3.5.

          (b) The indemnification provided for in Section 9.2(a) shall terminate two (2) years after the Closing Date (and no claims shall be made by Seller under Section 9.2(a)) thereafter), except that the indemnification by Buyer and Parent shall continue as to:

     (i) The obligations of Buyer under Section 3.5 or 10.13 or under the Instrument of Assumption, as to which no time limitation shall apply;

     (ii) the covenants of Buyer set forth in Sections 3.4 and 8.4, which expire with the expiration of the applicable statutes of limitation; and

     (iii) any Loss or Expense of which Seller has notified Buyer in accordance with the requirements of Section 9.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 9.2, as to which the obligation of Buyer and Parent shall continue until the liability of Buyer and Parent shall have been determined pursuant to this ARTICLE IX, and Buyer or Parent shall have reimbursed all Seller Group Members for the full amount of such Loss and Expense in accordance with this ARTICLE IX.

          9.3. Notice of Claims.

          (a) Any Buyer Group Member or Seller Group Member (the “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide

indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such action or suit being a “Third Person Claim”) shall be given promptly after the action or suit is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure.

          (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Loss and Expense suffered by it.

          9.4. Third Person Claims.

          (a) The Indemnified Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any Third Person Claim against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder, and in any such case the Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that:

     (i) the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such Third Person Claim as to which the Indemnified Party has so elected to conduct and control the defense thereof; and

     (ii) the Indemnified Party shall not, without the written consent of the Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such Third Person Claim, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such Third Person Claim shall be adversely determined, such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified Party.

Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such Third Person Claim without such consent, provided, that in such event the

Indemnified Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

          (b) If there shall be any conflicts between the provisions of this Section 9.4 and Section 8.4(c) (relating to certain Tax contests), the provisions of Section 8.4(c) shall control with respect to such Tax contests.

          9.5. Adjustment to Purchase Price. Any indemnification payment by a party under this ARTICLE IX shall be made on an After-Tax Basis, and to the extent such payment can be properly so characterized under applicable Tax law, shall be treated by the parties as an adjustment to the Purchase Price, with any such adjustment allocated among the Purchased Assets in a manner consistent with Section 3.4.

          9.6. Seller Representative.

          (a) Seller and each of the Selling Parties hereby irrevocably constitutes and appoints the Seller Representative as his, her or its attorney-in-fact under this Agreement and acknowledges and agrees that the Seller Representative shall act as agent for Seller and the Selling Parties and shall be entitled to give and receive notices and communications, to determine the Earn-Out Amount and the adjustment of the Purchase Price pursuant to ARTICLE III, to represent Seller and the Selling Parties with respect to certain Tax claims which may be the subject of indemnification by Seller and the Selling Parties pursuant to Section 8.4, to seek indemnification from Buyer on behalf of Seller and the Selling Parties pursuant to Section 9.2, to prosecute, defend, settle, compromise or take any other action on behalf of Seller and the Selling Parties with respect to any claim for indemnification, to enter into and take all actions related to the Escrow Agreement if applicable, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. Seller and each Selling Party grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that the Seller Representative may lawfully do or cause to be done by virtue hereof. Seller and each of the Selling Parties further acknowledges and agrees that, upon execution of this Agreement, with respect to any delivery by the Seller Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Seller Representative pursuant to this Section 9.6, Seller and such Selling Party shall be bound by such documents as fully as if Seller and such Selling Party had executed and delivered such documents. No bond shall be required of the Seller Representative, and the Seller Representative shall receive no compensation for his or her services; provided, however, the Seller Representative shall be entitled to reimbursement for reasonable expenses incurred in connection with its duties hereunder by Seller and the Selling Parties.

          (b) The Seller Representative shall not have by reason of this Agreement a fiduciary relationship in respect of Seller or any Selling Party. The Seller Representative shall not be liable to Seller or the other Selling Parties for any act done or omitted hereunder as Seller Representative, except that the Seller Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Seller Representative shall not be liable to Seller or any Selling Party for any apportionment or distribution of payments made

by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of Seller or any Selling Party to whom payment was due, but not made, shall be to recover from Seller or the other Selling Party any payment in excess of the amount to which they are determined to have been entitled. The Seller Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. Seller and each of the Selling Parties acknowledges and agrees that the Seller Representative shall not be obligated to take any actions and shall be entitled to take such actions as the Seller Representative deems appropriate in such Seller Representative’s sole discretion.

          9.7. Reliance by Buyer and Parent on the Actions of the Seller Representative. A decision, act, consent or instruction of the Seller Representative shall constitute a decision of Seller and all of the Selling Parties and shall be final, binding and conclusive upon each such Selling Party and the Selling Parties and Buyer and Parent may rely upon any decision, act, consent or instruction of the Seller Representative as being the decision, act, consent or instruction of Seller and each and every Selling Party. Each Buyer Group Member is hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Seller Representative. No modification or revocation of the power of attorney granted by Seller or the Selling Parties herein to the Seller Representative shall be effective as against Buyer, Parent, Seller or the Selling Parties until Buyer, Parent, Seller and the Selling Parties have received a document signed by Seller and all of the Selling Parties effecting said modification or revocation.

          9.8. Exclusive Remedy. The provisions of this ARTICLE IX shall constitute the exclusive remedy of the Buyer Group Members and Seller Group Members with respect to matters covered by Sections 9.1 and 9.2; provided that the Buyer shall be entitled to seek temporary restraining orders, temporary or permanent injunctions, and other equitable relief with respect to any violations or attempted violations of Section 8.2, and any party to this Agreement shall be entitled to seek any such equitable relief with respect to any violations or attempted violations of Section 10.2; provided, further, that Buyer shall have the right to setoff and apply any amount owed to any Seller under this Agreement, including, but not limited to, the Earn-Out Amount pursuant to Section 3.5 of this Agreement, against any amount of indemnification that Buyer is entitled to be paid pursuant to this Agreement.

ARTICLE X

GENERAL PROVISIONS

          10.1. Survival of Obligations. All representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement; provided, however, that, except as otherwise provided in ARTICLE IX, the representations and warranties contained in ARTICLES V, VI and VII shall terminate on the second (2^nd) anniversary of the Closing Date. Except as otherwise provided herein, no claim shall be made for the breach of any representation or warranty contained in ARTICLE V, VI or VII or under any certificate delivered with respect thereto under this Agreement after the date on which such representations and warranties terminate as set forth in this Section.

          10.2. Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents. Such documents, materials and information shall not be communicated to any third Person (other than in the case of Buyer or Parent, to their respective counsel, accountants, financial advisors or lenders, and in the case of Seller, to its counsel, accountants or financial advisors). After the date hereof, Buyer or Parent may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Business or the Purchased Assets. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the other party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents, (iii) is required to be disclosed under applicable law or judicial or other legal process, but only to the extent it must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

          10.3. No Public Announcement. Neither Buyer nor Parent, on the one hand, nor Seller, on the other hand, shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by law or the rules of any stock exchange (including the NASDAQ Global Market), in which case the other party shall be advised and the parties shall use their best efforts to cause a mutually agreeable release or announcement to be issued.

          10.4. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered when delivered personally or when sent by registered or certified mail or by overnight courier service addressed as follows:

If to Buyer or Parent, to:

Churchill Downs Incorporated
700 Central Avenue
Louisville, Kentucky 40208
Attention: Bill Carstanjen

and

Churchill Downs Incorporated
700 Central Avenue
Louisville, Kentucky 40208
Attention: General Counsel

with a copy to:

Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
Attention: Brian J. Fahrney and Matthew G. McQueen

If to Seller, to:

AmericaTab, Ltd.
209 East State Street
Columbus, Ohio 43215
Attention: Charles J. Ruma

with a copy to:

Baker & Hostetler LLP
65 East State Street, Suite 2100
Columbus, Ohio 43215
Attention: Gary A. Wadman, Esq. and Harlan W. Robins, Esq.

If to the Seller Representative, to:

Charles J. Ruma
209 East State Street
Columbus, Ohio 43215

or to such other address as such party may indicate by a notice delivered to the other party hereto.

          10.5. Successors and Assigns.

          (a) The rights of either party under this Agreement shall not be assignable by such party hereto prior to the Closing without the written consent of the other, except that the rights of Buyer or Parent hereunder may be assigned prior to the Closing, without the consent of Seller, to any corporation or limited liability company all of the outstanding capital stock or membership interests of which are owned or controlled by Parent or to any general or limited partnership in which Parent or any such corporation or limited liability company is a general partner, provided that the assignee shall assume in writing all of Buyer’s obligations to Seller hereunder. Following the Closing, either party may assign any of its rights hereunder, but no such assignment shall relieve it of its obligations hereunder.

          (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. The successors and permitted assigns hereunder shall include, in the case of Buyer or Parent, any permitted assignee as well as the successors in interest to such permitted assignee (whether by merger, liquidation (including successive mergers or liquidations) or otherwise). Nothing in this Agreement, expressed or

implied, is intended or shall be construed to confer upon any Person other than the parties and successors and assigns permitted by this Section 10.5 any right, remedy or claim under or by reason of this Agreement.

          10.6. Access to Records after Closing.

          (a) For a period of six (6) years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of Seller with respect to the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 10.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select.

          (b) For a period of six (6) years after the Closing Date, Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which Seller or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 10.6. If Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Seller shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.

          10.7. Entire Agreement; Amendments. This Agreement and the Exhibits and Schedules referred to herein and the documents delivered pursuant hereto contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all prior agreements, understandings or letters of intent between or among any of the parties hereto, including the Confidentiality Agreement. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of the parties hereto.

          10.8. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

          10.9. Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party. The

failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

          10.10. Expenses. Each party hereto will pay all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants.

          10.11. Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to each of Seller, Parent and Buyer. Delivery of an executed counterpart of a signature page to this Agreement shall be as effective as delivery of a manually executed counterpart of this Agreement.

          10.12. Enforcement of Agreement. In the event of an action at law or in equity between the parties hereto to enforce any of the provisions hereof, the unsuccessful party to such litigation or proceeding shall pay to the successful party all costs and expenses, including reasonable attorneys’ fees, incurred therein by such successful party on trial and appeal as adjudged by the court, and if such successful party or parties shall recover judgment in any such action or proceeding, such costs, expenses and attorneys’ fees may be included as part of such judgment.

          10.13. Further Assurances. From time to time following the Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer such other instruments of conveyance and transfer as Buyer may reasonably request or as may be otherwise necessary to more effectively convey and transfer to, and vest in, Buyer and put Buyer in possession of, any part of the Purchased Assets, and, in the case of licenses, certificates, approvals, authorizations, agreements, contracts, leases, easements and other commitments included in the Purchased Assets (a) which cannot be transferred or assigned effectively without the consent of third parties which consent has not been obtained prior to the Closing, to cooperate with Buyer at its request in endeavoring to obtain such consent promptly, and if any such consent is unobtainable, to use its commercially reasonable efforts to secure to Buyer the benefits thereof in some other manner, or (b) which are otherwise not transferable or assignable, to use its commercially reasonable efforts jointly with Buyer to secure to Buyer the benefits thereof in some other manner (including the exercise of the rights of Seller thereunder). Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any license, certificate, approval, authorization, agreement, contract, lease, easement or other commitment included in the Purchased Assets if an attempted assignment thereof without the consent of a third party thereto would constitute a breach thereof.

          10.14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of Delaware.

          10.15. Time is of the Essence. With respect to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

		CHURCHILL DOWNS INCORPORATED
		By:		/s/ William C. Carstanjen
		Name: William C. Carstanjen
		Title: Executive Vice-President
		CDTIC ACQUISITION, LLC
		By:		/s/ William C. Carstanjen
		Name: William C. Carstanjen
		Title: Executive Vice-President
		SELLER
		AMERICATAB, LTD., an Ohio limited liability company
		By: Heartland Jockey Club, Ltd., its Managing Member
		By:		/s/ Charles J. Ruma
		Name: Charles J. Ruma
		Title: Manager
		/s/ Charles J. Ruma
		CHARLES J. RUMA
		SELLER REPRESENTATIVE
		By:		/s/ Charles J. Ruma
				Charles J. Ruma

		SELLER PARTIES
		HEARTLAND JOCKEY CLUB, LTD., an Ohio limited liability company
		By:		/s/ Charles J. Ruma
		Name: Charles J. Ruma
		Title: Manager
		RIVER DOWNS INVESTMENT CO., LTD., a California limited liability company
		By:		RIVER DOWNS MANAGEMENT CORP., a California corporation, as General Partner
				By:		/s/ Edward J. Hanessian
				Name:		Edward J. Hanessian
				Title:		President