0000020212-05-000048 Sample Contracts

Re Final Modifications to Asset Purchase Agreement
Asset Purchase Agreement • September 29th, 2005 • Churchill Downs Inc • Services-racing, including track operation • California

Reference is made to that certain Asset Purchase Agreement dated as of July 6, 2005, as modified by those certain letter agreements dated August 1, 2005, August 8, 2005, August 12, 2005 and September 7, 2005 (as so amended and assigned and as in effect on the date hereof, the "APA"), between Hollywood Park Land Company, LLC ("Buyer") and Churchill Downs California Company ("Seller"). Capitalized terms not defined herein shall have the meanings ascribed thereto in the APA.

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Churchill Downs California Company c/o Churchill Downs Incorporated Louisville, KY 40208 Attn: Rebecca C. Reed
Asset Purchase Agreement • September 29th, 2005 • Churchill Downs Inc • Services-racing, including track operation • California

Reference is made to the Asset Purchase Agreement, dated as of July 6, 2005, (the "APA"), between Bay Meadows Land Company, LLC ("Buyer") and Churchill Downs California Company ("Seller"). Capitalized terms not defined herein shall have the meanings ascribed thereto in the APA.

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