0000020212-15-000054 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2015 • Churchill Downs Inc • Services-racing, including track operation • New York

This REGISTRATION RIGHTS AGREEMENT dated December 15, 2015 (this “Agreement”) is entered into by and among Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the guarantors listed on Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several Initial Purchasers listed on Schedule 1 of the Purchase Agreement (as defined below) (the “Initial Purchasers”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 15th, 2015 • Churchill Downs Inc • Services-racing, including track operation • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 15, 2015, by and among Churchill Downs Incorporated, a Kentucky corporation (the “Issuer”), each of the parties identified on Annex A hereto (the “Initial Guarantors”), each of the parties identified on Annex B hereto (the “Additional Guarantors”) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

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