ContractConvertible Promissory Note • October 25th, 2004 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. THIS NOTE IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN SECTION 12 OF THIS NOTE.
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • October 25th, 2004 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
THIS STOCK REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of October, 2004, by and between Brad M. Kelley, an individual (“Stockholder”) and Churchill Downs Incorporated, a Kentucky corporation (“CDI”).
