GLOBAL TERM SHEETGlobal Term Sheet • September 2nd, 2004 • Churchill Downs Inc • Services-racing, including track operation
This global term sheet outlines the terms of the agreement by and among Churchill Downs Incorporated or its designee (“Churchill”), Fair Grounds Corporation (the “Debtor”), Ben S. Gravolet (“Gravolet”), Finish Line Management Corp. (“Finish Line”), and Bryan G. Krantz (“Krantz”) to pursue a consensual amended plan of reorganization (“Amended Plan”) in form acceptable to all of the parties in the bankruptcy case styled In re: Fair Grounds Corporation, United States Bankruptcy Court, Case no. 03-16222, Section A and to consummate other agreements related thereto as outlined herein. This global term sheet shall be binding upon the parties hereto upon its execution and be further delineated in definitive documentation that is acceptable to all of the parties hereto. Nonetheless, this global term sheet is contingent upon Churchill and LHBPA reaching an agreement on or before August 31, 2004 at 11:59 p.m. for mutually agreeable terms regarding Churchill’s obligations as the Enabling Transact
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 2nd, 2004 • Churchill Downs Inc • Services-racing, including track operation • Louisiana
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of August, 2004, by and between (i) Churchill Downs Incorporated, on behalf of a wholly owned subsidiary to be formed (“Buyer”), (ii) Fair Grounds Corporation, a Louisiana corporation and debtor-in-possession (“Seller”), and (iii) for the sole purpose of the provisions set forth in §11, Churchill Downs Incorporated, a Kentucky corporation (“Churchill”). Buyer and Seller are each a “Party” and collectively, the “Parties.”
