UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 2, 2007
CHURCHILL DOWNS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| Kentucky | 001-33998 | 61-0156015 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
700 Central Avenue, Louisville, Kentucky 40208
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (502) 636-4400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
Churchill Downs Incorporated (the “Company”) is filing this Amendment No. 1 to the Company’s Current Report on Form 8-K filed on May 2, 2007 only to re-file Exhibit 10.1 in response to comments the Company received from the Securities and Exchange Commission which requested that we file the exhibits and schedules to Amendment No. 1 to the Amended and Restated Credit Agreement among Churchill Downs Incorporated, the guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as agent and collateral agent, with PNC Bank, National Association, as Syndication Agent, and National City Bank, as Documentation Agent, dated as of May 2, 2007.
This Amendment No. 1 to the Company’s Current Report on Form 8-K filed on May 2, 2007 does not reflect events occurring after the filing of the original Current Report on Form 8-K filed on May 2, 2007 or modify or update those disclosures affected by subsequent events. No other modifications or changes have been made to the Company’s Current Report on Form 8-K filed on May 2, 2007 as originally filed or to the exhibits filed therewith.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Amendment No. 1 to the Amended and Restated Credit Agreement among Churchill Downs Incorporated, the guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as agent and collateral agent, with PNC Bank, National Association, as Syndication Agent, and National City Bank, as Documentation Agent, dated as of May 2, 2007 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHURCHILL DOWNS INCORPORATED | ||||||
| July 21, 2009 | By: | /s/ William E. Mudd | ||||
| William E. Mudd | ||||||
| Chief Financial Officer | ||||||
EXHIBIT INDEX
| 10.1 | Amendment No. 1 to the Amended and Restated Credit Agreement among Churchill Downs Incorporated, the guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as agent and collateral agent, with PNC Bank, National Association, as Syndication Agent, and National City Bank, as Documentation Agent, dated as of May 2, 2007 |
Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 1
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is made as of May 2, 2007 by and among Churchill Downs Incorporated, a Kentucky corporation (the “Borrower”), the Guarantors, the financial institutions listed on the signature pages hereto as the “Lenders” referred to below and JPMorgan Chase Bank, National Association, as the agent and the collateral agent for the Lenders (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the “Credit Agreement” referred to below.
W I T N E S S E T H:
WHEREAS, the signatories hereto are parties to that certain Amended and Restated Credit Agreement, dated as of September 23, 2005, by and among the Borrower, the Guarantors, the financial institutions from time to time parties thereto (the “Lenders”) and the Agent (as the same may from time to time be amended, restated, supplemented or otherwise modified, the “Credit Agreement”);
WHEREAS, certain existing Lenders (the “Departing Lenders”) identified on the signature pages hereof as Departing Lenders have decided to cease acting as Lenders;
WHEREAS, the parties hereto have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Guarantors, the Lenders and the Administrative Agent have agreed to the following amendment to the Credit Agreement.
1. Amendments. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended to insert the following new definitions thereto in the appropriate alphabetical order as follows:
“ContentCo” means CD ContentCo HC, LLC, a Delaware limited liability company existing to hold Borrower’s interest in TrackNet Media Group, LLC, a Delaware limited liability company and joint venture formed by Borrower and Magna Entertainment Corp., a Delaware corporation (“Magna”), which joint venture will consolidate racing signals, wagering rights, account wagering and related businesses of the Borrower and its Subsidiaries and third parties, including without limitation, Magna.
“Florida Casino Project” means the real property located in Miami-Dade County, Florida and the construction and development of a gaming and/or slot machine establishment thereon and related improvements, and other property and assets directly related or ancillary thereto or used in connection therewith, including, without limitation, any building, restaurant, hotel, theater, parking facilities, retail shops, land, golf courses, and other recreation and entertainment facilities, marina, vessel, barge, ship and equipment, and all other property related thereto to the extent required under applicable gaming laws, liquor laws or any other applicable laws to be registered with, or approved by, or not disapproved by, all applicable gaming authorities or liquor authorities or any other governmental authorities, as the case may be.
“HRTV” means CD HRTV HC, LLC, a Delaware limited liability company existing to hold Borrower’s fifty percent (50%) interest in Magna’s horse racing channel HRTV™, which channel engages or will engage in the production of television broadcast of racing signals and related businesses of the Borrower and its Subsidiaries and third parties, including without limitation, Magna.
(b) Section 1.1 of the Credit Agreement is hereby amended to restate the definition of “Permitted Investment” in its entirety as follows:
“Permitted Investment” means (i) a possible investment of up to $90,000,000 in Wagerco; (ii) a possible investment of up to $10,000,0000 in ContentCo; and (iii) a possible investment of up to $10,000,000 in HRTV.
(c) Section 1.1 of the Credit Agreement is hereby amended to restate the following definitions in their entirety as follows:
“Consolidated Indebtedness” means at any time the Indebtedness of the Loan Parties calculated on a consolidated basis as of such time in accordance with Agreement Accounting Principles. The Indebtedness of any Excluded Subsidiary shall not be included in Consolidated Indebtedness.
“Consolidated Net Income” means, with reference to any period, the net income (or loss) of all of the Loan Parties calculated on a consolidated basis for such period in accordance with Agreement Accounting Principles. The net income (or loss) of any Excluded Subsidiary shall not be included in Consolidated Net Income.
“Consolidated Net Worth” means as of any date of determination total stockholders’ equity of all of the Loan Parties as of such date determined and consolidated in accordance with Agreement Accounting Principles. The total stockholders’ equity of any Excluded Subsidiary shall not be included in Consolidated Net Worth.
“Consolidated Rentals” means, with reference to any period, the Rentals of the Loan Parties calculated on a consolidated basis for such period in accordance with Agreement Accounting Principles. The Rentals of any Excluded Subsidiary shall not be included in Consolidated Rentals.
“Excluded Subsidiaries” means any Excluded Entity which is a Subsidiary of any of the Loan Parties. The Excluded Subsidiaries on the date of Amendment No. 1 to this Agreement are: Churchill Downs Pennsylvania Company (formerly known as Churchill Downs California Foodservices Company), Tracknet, LLC, Churchill Downs California Company, Churchill Downs California Fall Operating Company, Fair Grounds International Ventures, L.L.C., a Louisiana limited liability company, F.G. Staffing Services, Inc., a Louisiana corporation, CD ContentCo HC, LLC, a Delaware limited liability company and CD HRTV HC, LLC, a Delaware limited liability company.
(d) Section 2.1 is hereby amended to (x) delete in its entirety the sentence reading as follows: “On the date of this Agreement, the amount of the Aggregate Commitment is $200,000,000.” and (y) delete the reference to “$250,000,000” appearing therein and substitute “$170,000,000” in lieu thereof.
(e) Each of Section 2.22.1 and Section 2.22.5 of the Credit Agreement is hereby amended to delete the reference to “$250,000,000” appearing therein and substitute “$170,000,000” in lieu thereof.
(f) Section 5.5 of the Credit Agreement is hereby amended to delete the reference to “December 31, 2004” appearing therein and substitute “December 31, 2006” in lieu thereof.
(g) Section 6.24.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:
6.24.2 Leverage Ratio. The Borrower will not permit the Leverage Ratio, determined as of the end of each of its fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated Adjusted EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.25 to 1.0; provided that, during the term of this Agreement, for a single period of eight (8) consecutive fiscal quarters, such period beginning with the fiscal quarter during which the Borrower’s aggregate amount of Capital Expenditures in respect of the Florida Casino Project (from the inception of such project) exceeds $10,000,000, the Leverage Ratio may be greater than 3.25 to 1.0 but less than or equal to 4.0 to 1.0; provided that from and after the end of such period of consecutive fiscal quarters, the Leverage Ratio shall not be greater than 3.25 to 1.0.
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(h) Section 6.24.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:
6.24.3 Minimum Net Worth. The Borrower will at all times maintain Consolidated Net Worth of not less than (a) $190,000,000 as of the Closing Date, and (b) beginning with Borrower’s fiscal year ending December 31, 2006, the sum of (i) $290,000,000 plus (ii) 50% of Consolidated Net Income earned in each fiscal year (without deduction for losses), plus (iii) 100% of the proceeds from any public and/or private offering and/or sale of any common and/or preferred stock and/or other equity security, and/or any note, debenture, or other security convertible, in whole or in part, to common and/or preferred stock and/or other equity security, net of reasonable expenses, commissions and fees associates with such sale, from and after the date of this Agreement.
(i) A new Section 6.37 is hereby inserted into the Credit Agreement immediately following the existing Section 6.36 as follows:
6.37 Florida Casino Project Capital Expenditures. The Borrower will not, nor will it permit any of its Subsidiaries to, expend, or be committed to expend, an aggregate amount in excess of $100,000,000 for Capital Expenditures in connection with the Florida Casino Project. As used herein, “Capital Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP.
(j) Section 7.3 of the Credit Agreement is hereby amended to insert a reference to “and/or 6.37” at the end thereof.
(k) The Commitments of the Lenders are amended and restated as set forth on Exhibit A hereto. Each Departing Lender shall cease to be a Lender for all purposes under the Credit Agreement. The Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and the reallocation described in Section 2(a) below, in each case on the terms and in the manner set forth in Section 3.4 of the Credit Agreement.
(l) The Pricing Schedule is hereby amended and restated in its entirety as set forth on Exhibit B hereto. Such Pricing Schedule shall be effective as of the first Monday following the date hereof and, beginning on such date, the Applicable Margin and the Applicable Fee Rate shall be calculated by reference to such Pricing Schedule based on the Leverage Ratio reflected in the most recent financial statements and compliance certificate delivered pursuant to Section 6.1 of the Credit Agreement and adjustments to the applicable Level shall thereafter be effected in accordance with the Pricing Schedule.
(m) Schedules 1, 2, 3, 4.1(i)(p), 4.1(i)(q), 5.22, 5.23, 5.24, 5.25 and 5.26 of the Credit Agreement are hereby amended and restated in their entirety as set forth on Annex I hereto.
2. Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date hereof, if, and only if, (a) the Agent and the Lenders shall have administered the reallocation of the Aggregate Outstanding Credit Exposure among the Lenders such that after giving effect to the amendments to
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the Commitments pursuant hereto, each Lender’s Pro Rata Share of the Aggregate Outstanding Credit Exposures is equal to such Lender’s Pro Rata Share of the total Commitments, (b) the Agent shall have received (i) executed copies of this Amendment from the Borrower, the Guarantors and the Lenders (including each Departing Lender) and (ii) for the account of each Lender (other than a Departing Lender) an amendment fee in the amount of $7,500.
3. Representations and Warranties of the Loan Parties. The Loan Parties jointly and severally hereby represent and warrant as follows:
(a) Each Loan Party has the power and authority and legal right to execute and deliver this Amendment and the Credit Agreement (as modified hereby) and to perform its obligations hereunder and thereunder. The execution and delivery by each Loan Party of this Amendment and the performance of its obligations hereunder and under the Credit Agreement (as modified hereby) have been duly authorized by proper corporate proceedings, and this Amendment and the Credit Agreement (as modified hereby) constitute legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally.
(b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default or Unmatured Default has occurred and is continuing and (ii) the representations and warranties of the Loan Parties set forth in the Credit Agreement (as modified hereby) and the other Loan Documents are true and correct in all material respects except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.
4. Reference to and Effect on the Credit Agreement and Loan Documents.
(a) Upon the effectiveness of this Amendment, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment is a Loan Document pursuant to the Credit Agreement and shall (unless expressly indicated herein or therein) be construed, administered, and applied, in accordance with all of the terms and provisions of the Credit Agreement.
(b) Each Loan Party, by its signature below, hereby (i) agrees that this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of the Company arising under or pursuant to the Credit Agreement and the other Loan Documents to which it is a party, (ii) reaffirms all of its obligations under the Credit Agreement and each and every other Loan Document to which it is a party (including, without limitation, each applicable Collateral Document), (iii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the Lenders) pursuant to any of the Loan Documents, and (iv) acknowledges and agrees that, except as specifically modified above, the Credit Agreement and all other Loan Documents executed and/or delivered in connection therewith shall remain in full force and effect and are hereby reaffirmed, ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of or consent to any modification of any provision of the Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE COMMONWEALTH OF KENTUCKY, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
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7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by means of facsimile or electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
*******
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
| Borrower: | ||
| CHURCHILL DOWNS INCORPORATED | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | VP Finance & Treasurer | |
| Guarantors: | ||
| CHURCHILL DOWNS MANAGEMENT COMPANY | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | Treasurer | |
| CHURCHILL DOWNS INVESTMENT COMPANY | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | Treasurer | |
| CHURCHILL DOWNS SIMULCAST PRODUCTIONS, LLC | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | Treasurer | |
| CHARLSON INDUSTRIES, INC. | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | Treasurer | |
5
| CALDER RACE COURSE, INC. | ||
| By: | /s/ Steven P. Sexton | |
| Name: | Steven P. Sexton | |
| Title: | Vice President | |
| TROPICAL PARK, INC. | ||
| By: | /s/ Steven P. Sexton | |
| Name: | Steven P. Sexton | |
| Title: | Vice President | |
| ARLINGTON PARK RACECOURSE, LLC | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | Treasurer | |
| ARLINGTON OTB CORP. | ||
| By: | /s/ Debra A. Wood | |
| Name: | Debbie A. Wood | |
| Title: | Secretary | |
| QUAD CITY DOWNS, INC. | ||
| By: | /s/ Debra A. Wood | |
| Name: | Debbie A. Wood | |
| Title: | Secretary | |
| CDIP, LLC | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | Treasurer | |
| CDIP HOLDINGS, LLC | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | Treasurer | |
| CHURCHILL DOWNS LOUISIANA HORSERACING COMPANY, L.L.C. | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | Treasurer | |
| CHURCHILL DOWNS LOUISIANA VIDEO POKER COMPANY, L.L.C. | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | Treasurer | |
| VIDEO SERVICES, INC. | ||
| By: | /s/ Michael Anderson | |
| Name: | Michael Anderson | |
| Title: | Treasurer | |
| JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a Lender, as Agent and as Collateral Agent | ||
| By: | /s/ H. J. Brenner | |
| Name: | H. J. Brenner | |
| Title: | S.V.P. | |
| PNC BANK, NATIONAL ASSOCIATION, as a Lender, as LC Issuer and as Syndication Agent | ||
| By: | /s/ Shelly B. Stephenson | |
| Name: | Shelly B. Stephenson | |
| Title: | Vice President | |
| NATIONAL CITY BANK (successor in interest to National City Bank of Kentucky), as a Lender and as Documentation Agent | ||
| By: | /s/ Rob King | |
| Name: | Rob King | |
| Title: | Senior Vice President | |
| FIFTH THIRD BANK, KENTUCKY, INC., as a Lender | ||
| By: | /s/ David O’Neal | |
| Name: | David O’Neal | |
| Title: | Vice President | |
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Mark Wheeler | |
| Name: | Mark Wheeler | |
| Title: | Executive Vice President | |
| BANK OF AMERICA, N.A., as a Departing Lender | ||
| By: | /s/ Lisa B. Barksdale | |
| Name: | Lisa B. Barksdale | |
| Title: | V.P. | |
| BRANCH BANKING & TRUST COMPANY, as a Departing Lender | ||
| By: | /s/ Johnny L. Perry | |
| Name: | Johnny L. Perry | |
| Title: | Senior Vice President | |
| COMERICA BANK, as a Departing Lender | ||
| By: | /s/ Heather Whiting | |
| Name: | Heather Whiting | |
| Title: | Vice President | |
| SUNTRUST BANK, as a Departing Lender | ||
| By: | /s/ Kap Yarbrough | |
| Name: | Kap Yarbrough | |
| Title: | Vice President | |
EXHIBIT A
| Lender |
Commitment | ||
| JPMorgan Chase Bank, National Association |
$ | 30,000,000 | |
| PNC Bank, National Association |
$ | 30,000,000 | |
| National City Bank |
$ | 20,000,000 | |
| Fifth Third Bank, Kentucky, Inc. |
$ | 20,000,000 | |
| U.S. Bank National Association |
$ | 20,000,000 | |
| TOTAL: |
$ | 120,000,000 | |
EXHIBIT B
PRICING SCHEDULE
| Applicable Margin |
Level I Status |
Level II Status |
Level III Status |
Level IV Status |
Level V Status |
Level VI Status |
Level VII Status |
||||||||||||||
| Eurodollar Rate |
0.50 | % | 0.625 | % | 0.75 | % | 0.875 | % | 1.00 | % | 1.25 | % | 1.50 | % | |||||||
| Floating Rate |
0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||
| Applicable Fee Rate |
Level I Status |
Level II Status |
Level III Status |
Level IV Status |
Level V Status |
Level VI Status |
Level VII Status |
||||||||||||||
| Commitment Fee |
0.10 | % | 0.12 | % | 0.15 | % | 0.15 | % | 0.20 | % | 0.20 | % | 0.25 | % | |||||||
For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:
“Financials” means the annual or quarterly financial statements of the Borrower delivered pursuant to Section 6.1(i) or (ii).
“Level I Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, the Leverage Ratio is less than 1.00 to 1.00.
“Level II Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is greater than or equal to 1.00 to 1.00 and less than 1.50 to 1.00.
“Level III Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is greater than or equal to 1.50 to 1.00 and less than 2.00 to 1.00.
“Level IV Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is greater than or equal to 2.00 to 1.00 and less than 2.50 to 1.00.
“Level V Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is greater than or equal to 2.50 to 1.00 and less than 3.00 to 1.00.
“Level VI Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is greater than or equal to 3.00 to 1.00 and less than 3.25 to 1.00.
“Level VII Status” exists at any date if the Borrower has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status or Level VI Status.
“Status” means either Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status, Level VI Status and Level VII Status.
The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower’s Status, adjusted quarterly and measured on the most recent four fiscal quarters ending on the determination date as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Margin or Applicable Fee Rate shall be effective five Business Days after the Agent has received the applicable Financials. If the Borrower fails to deliver the Financials to the Agent at the time required pursuant to Section 6.1, then the Applicable Margin and Applicable Fee Rate shall be the highest Applicable Margin and Applicable Fee Rate set forth in the foregoing table until five days after such Financials are so delivered.
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SCHEDULE 1
SUBSIDIARIES AND OTHER INVESTMENTS
| Name: | Churchill Downs Management Company | |
| Jurisdiction: | Kentucky | |
| Authorized Capital Stock: | 1,000 shares Common | |
| Issued Shares: | 20 shares | |
| Owner: | Churchill Downs Incorporated | |
| Name: | Arlington Park Racecourse, LLC | |
| Jurisdiction: | Illinois | |
| Membership Interest: | 100% | |
| Owner: | Churchill Downs Incorporated | |
| Name: | Arlington OTB Corp. | |
| Jurisdiction: | Delaware | |
| Authorized Capital Stock: | 1,000 shares Common | |
| Issued Shares: | 10 | |
| Owner: | Arlington Park Racecourse, LLC | |
| Name: | Quad City Downs, Inc. | |
| Jurisdiction: | Iowa | |
| Authorized Capital Stock: | 900,000 shares Common A | |
| 900,000 shares Common B | ||
| Issued Shares: | 315,800 shares Common A | |
| Owner: | Arlington Park Racecourse, LLC | |
| (result of merger with Arlington Management Services, LLC effective 12/31/2006) | ||
| Name: | Churchill Downs California Company | |
| Jurisdiction: | Kentucky | |
| Authorized Capital Stock: | 1,000 shares Common | |
| Issued Shares: | 100 shares | |
| Owner: | Churchill Downs Incorporated (100%) | |
| Name: | Churchill Downs California Fall Operating Company | |
| Jurisdiction: | Kentucky | |
| Authorized Capital Stock: | 1,000 shares Common | |
| Issued Shares: | 100 shares | |
| Owner: | Churchill Downs Incorporated (100%) | |
Schedule 1
Page 1
| Name: | Churchill Downs Pennsylvania Company | |
| Jurisdiction: | Kentucky | |
| Authorized Capital Stock: | 1,000 shares Common | |
| Issued Shares: | 100 shares | |
| Owner: | Churchill Downs Incorporated (100%) | |
| Name: | Calder Race Course, Inc. | |
| Jurisdiction: | Florida | |
| Authorized Capital Stock: | 800,000 shares Common | |
| 190 shares Preferred | ||
| Issued Shares: | 667,440 shares Common | |
| Owner: | Churchill Downs Management Company (100%) | |
| Name: | Tropical Park, Inc. | |
| Jurisdiction: | Florida | |
| Authorized Capital Stock: | 1,000 shares Common | |
| Issued Shares: | 195 shares | |
| Owner: | Churchill Downs Management Company (100%) | |
| Name: | Churchill Downs Louisiana Horseracing Company, L.L.C. | |
| Jurisdiction: | Louisiana | |
| Membership Interest: | Uncertificated units (100%) | |
| Owner: | Churchill Downs Management Company | |
| Name: | Churchill Downs Louisiana Video Poker Company, L.L.C. | |
| Jurisdiction: | Louisiana | |
| Membership Interest: | Uncertificated units (100%) | |
| Owner: | Churchill Downs Management Company | |
| Name: | Video Services, Inc. | |
| Jurisdiction: | Louisiana | |
| Authorized Capital Stock: | 510 Shares Class A (non-voting) Common | |
| 490 Shares Class B (voting) Common | ||
| Issued Shares: | 510 Shares Class A (non-voting) Common | |
| 490 Shares Class B (voting) Common | ||
| Owner: | Churchill Downs Louisiana Video Poker Company, L.L.C. (100%) | |
Schedule 1
Page 2
| Name: | CDIP Holdings, LLC | |
| Jurisdiction: | Kentucky | |
| Membership Interest: | Uncertificated units | |
| Owner: | 99% Churchill Downs Incorporated | |
| 1% Churchill Downs Management Company | ||
| Name: | CDIP, LLC | |
| Jurisdiction: | Kentucky | |
| Membership Interest: | Uncertificated units | |
| Owner: | CDIP Holdings, LLC (100%) | |
| Name: | Churchill Downs Investment Company | |
| Jurisdiction: | Kentucky | |
| Authorized Capital Stock: | 1,000 shares Common | |
| Issued Shares: | 20 shares | |
| Owner: | Churchill Downs Incorporated (100%) | |
| Name: | Churchill Downs Simulcast Productions, LLC | |
| (f/k/a Charlson Broadcast Technologies, LLC) | ||
| Jurisdiction: | Kentucky | |
| Membership Interest: | Uncertificated units | |
| Owner: | 51% owned by Churchill Downs Investment Company | |
| 49% owned by Charlson Industries, Inc. | ||
| Name: | Charlson Industries, Inc. | |
| Jurisdiction: | Ohio | |
| Authorized Capital Stock: | 600 shares Common | |
| Issued Shares: | 489 shares owned by Charlson Broadcast Technologies, LLC (n/k/a Churchill Downs Simulcast Productions, LLC) | |
| 111 shares to Churchill Downs Investment Company | ||
| Name: | RWHC, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | Uncertificated units | |
| Owner: | Churchill Downs Investment Company (80%) | |
| Keeneland Association, Inc. (20%) | ||
| Name: | NYRHC, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | Uncertificated units | |
| Owner: | Churchill Downs Investment Company (100%) | |
Schedule 1
Page 3
| Name: | CD ContentCo HC, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | Uncertificated units | |
| Owner: | Churchill Downs Investment Company (100%) | |
| Name: | CD HRTV HC, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | Uncertificated units | |
| Owner: | Churchill Downs Investment Company (100%) | |
| Name: | TrackNet Media Group, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | Uncertificated units | |
| Owner: | CD ContentCo HC, LLC (50%) | |
| Remaining 50% owned by Magna Entertainment Company (or an affiliate or subsidiary thereof) | ||
| Name: | HRTV, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | Uncertificated units | |
| Owner: | CD HRTV HC, LLC (50%) | |
| Remaining 50% owned by Magna Entertainment Company (or an affiliate or subsidiary thereof) | ||
| Name: | Kentucky Off-Track Betting, LLC | |
| Jurisdiction: | Kentucky | |
| Membership Interest: | Uncertificated units | |
| Owner: | 25% owned by Churchill Downs Incorporated | |
| 25% owned by Ellis Park Racecourse, Inc. | ||
| 25% owned by Turfway Park LLC | ||
| 25% owned by Keeneland Association, Inc. | ||
| Name: | Tracknet, LLC | |
| Jurisdiction: | Kentucky | |
| Membership Interest: | Uncertificated units | |
| Owner: | Churchill Downs Investment Company (100%) | |
Schedule 1
Page 4
| Name: | CDIP, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | Uncertificated units | |
| Owner: | Churchill Downs Incorporated (100%) | |
| Name: | Churchill Downs Technology Initiatives Company | |
| Jurisdiction: | Delaware | |
| Authorized Capital Stock: | 1000 shares Common | |
| Issued Shares: | 100 shares to Churchill Downs Incorporated (100%) | |
| Name: | Fair Grounds International Ventures, L.L.C. | |
| Jurisdiction: | Louisiana | |
| Membership Interest: | Uncertificated units | |
| Owner: | Churchill Downs Louisiana Horseracing | |
| Company, L.L.C. | ||
| Name: | F.G. Staffing Services, Inc. | |
| Jurisdiction: | Louisiana | |
| Authorized Capital Stock: | 10,000 shares Common | |
| Owner: | 100 shares to Churchill Downs Louisiana Horseracing | |
| Company, L.L.C. (100%) | ||
| Name: | Nasrin Services, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | 100% | |
| Owner: | 70% owned by Autotote Systems, Inc. | |
| 30% owned by Tracknet, LLC | ||
| Name: | Kentucky Downs, LLC | |
| Jurisdiction: | Kentucky | |
| Membership Interest: | Uncertificated units | |
| Owner: | 5% owned by Churchill Downs Incorporated | |
| Note: A transaction is pending pursuant to which Kentucky Downs Partners, LLC is purchasing a 71% interest in Kentucky Downs, LLC from Kelley Farms and a 14% interest from Turfway Park (Turfway will retain a 10% interest after the transaction closes). | ||
SEE ALSO SCHEDULE 3
Schedule 1
Page 5
SCHEDULE 2
INDEBTEDNESS AND
EXISTING LIENS ON COLLATERAL
5.14 Liens:
Those granted pursuant to the Credit Agreement dated April 3, 2003 and the following liens:
| Secured Party |
Collateral |
Debtor |
File Date | |||
| Ameritech Credit Corp. | Telecommunications and data equipment | Churchill Downs Incorporated | 2/25/02 (lapsed) | |||
| Deere Credit, Inc. | Tractors | Churchill Downs Incorporated | 4/2/03 | |||
| Deere Credit, Inc. | Tractors | Churchill Downs Incorporated | 4/2/03 | |||
| Deere Credit, Inc. | Tractors | Churchill Downs Incorporated | 3/16/04 | |||
| Deere Credit, Inc. | Tractor | Churchill Downs Incorporated | 3/29/04 | |||
| Deere Credit, Inc. | Tractor | Churchill Downs Incorporated | 4/10/06 | |||
| Deere Credit, Inc. | Tractor | Churchill Downs Incorporated | 4/10/06 | |||
| Deere Credit, Inc. | Tractor | Churchill Downs Incorporated | 1/17/07 | |||
| Deere Credit, Inc. | Tractor | Churchill Downs Incorporated | 3/29/07 | |||
| Deere Credit, Inc. | Tractor | Churchill Downs Incorporated | 4/4/07 | |||
| Marlin Leasing Corp. | Copiers and Printers | Churchill Downs Incorporated | 10/27/06 | |||
| US Bancorp | Lease #981801 E-studio | Churchill Downs Incorporated | 9/8/03 | |||
| US Bancorp | Copiers | Churchill Downs Incorporated | 1/3/07 | |||
| US Bancorp | Copier Accessories | Churchill Downs Incorporated | 2/14/07 | |||
| John Deere Construction & Forestry Company | Grader | Calder Race Course, Inc. | 3/18/04 | |||
| Deere Credit, Inc. | Tractors | Calder Race Course, Inc. | 5/18/04 | |||
| Deere Credit, Inc. | Tractors | Calder Race Course, Inc. | 8/8/05 |
Schedule 2
Page 1 of 3
| Deere Credit, Inc. | Tractors | Calder Race Course, Inc. | 6/8/06 | |||
| State of Florida Dept. of Labor & Employment Security | Contribution due to Unemployment Compensation Fund | Calder Race Course, Inc. | 6/13/00 | |||
| FPC Funding II LLC | Equipment Lease #22208801 | Arlington Park Racecourse, LLC | 12/15/04 | |||
| US Bancorp | Copiers | Arlington Park Racecourse, LLC | 9/12/05 | |||
| American Express Business Finance | Equipment Lease #608744/A#1058993 |
Quad City Downs, Inc. | 8/5/04 | |||
| American Express Business Finance | Equipment Lease #608744/A#1058993 |
Quad City Downs, Inc. | 8/18/04 | |||
| Marlin Leasing Corp. | Copiers and Printers | Churchill Downs Louisiana Horseracing Company, L.L.C. | 1/20/06 | |||
| Marlin Leasing Corp. | Copiers and Printers | Churchill Downs Louisiana Horseracing Company, L.L.C. | 7/7/06 | |||
| Marlin Leasing Corp. | Copiers and Printers | Churchill Downs Louisiana Horseracing Company, L.L.C. | 10/30/06 | |||
| State of Louisiana Dept. of Labor, Office of Regulatory Services | Contributions due | Churchill Downs Louisiana Horseracing Company, L.L.C. | 12/08/06 | |||
| Fifth Third Bank | All assets and personal property | Charlson Broadcast Technologies, LLC | 9/5/01; cont. stmt. filed 5/8/06 | |||
Schedule 2
Page 2 of 3
Section 6.10 (ii) Indebtedness:
| Convertible note payable |
$ | 12,832,605 | Brad Kelly note payable for stock redemption (monthly amortization of $35,039) |
Schedule 2
Page 3 of 3
SCHEDULE 3
LESS THAN 100% SUBSIDIARIES
| Name: | TrackNet Media Group, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | 50% | |
| Owner: | CD ContentCo HC, LLC | |
| Name: | HRTV, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | 50% | |
| Owner: | CD HRTV HC, LLC | |
| Name: | RWHC, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | 80% | |
| Owner: | Churchill Downs Investment Company | |
| Name: | Kentucky Off-Track Betting, LLC | |
| Jurisdiction: | Kentucky | |
| Membership Interest: | 25% | |
| Owner: | Churchill Downs Incorporated | |
| Name: | Nasrin Services, LLC | |
| Jurisdiction: | Delaware | |
| Membership Interest: | 30% | |
| Owner: | Tracknet, LLC | |
| Name: | Kentucky Downs, LLC | |
| Jurisdiction: | Kentucky | |
| Membership Interest: | 5% | |
| Owner: | Churchill Downs Incorporated | |
| Name: | Triple Crown Productions, LLC | |
| Membership Interest: | 33.33% owned by Churchill Downs Incorporated | |
| Name: | Parkland Partners Limited | |
| Membership Interest: | 33.10% owned by Churchill Downs Incorporated | |
Schedule 3
Page 1
| Name: | Equibase Holding Partners, LP | |
| Membership Interest: | 5.64% owned by Churchill Downs Incorporated | |
| Name: | ODS Technologies, LP (TVG) | |
| Membership Interest: | 3.166% owned by Churchill Downs Incorporated | |
Schedule 3
Page 2
SCHEDULE 4.1(i)(p)
SEARCHES OF PERSONAL PROPERTY RECORDS
WITH AGENCIES
| Debtor |
Jurisdictions Searched |
Type of Search | ||
| Churchill Downs Incorporated | Kentucky Secretary of State | UCC | ||
| Jefferson County Clerk | Federal & State Tax Liens & Local Judgments | |||
| Churchill Downs Management Company | Kentucky Secretary of State | UCC | ||
| Jefferson County Clerk | Federal & State Tax Liens & Local Judgments | |||
| Churchill Downs Investment Company | Kentucky Secretary of State | UCC | ||
| Jefferson County Clerk | Federal & State Tax Liens & Local Judgments | |||
| Calder Race Course, Inc. | Florida Secured Transaction Registy | UCC | ||
| Florida Department of State | Federal Tax Liens & Judgment Liens | |||
| Dade County Circuit Court | Federal & State Tax Liens & Local Judgments | |||
| Tropical Park, Inc. | Florida Secured Transaction Registy | UCC | ||
| Florida Department of State | Federal Tax Liens & Judgment Liens | |||
| Dade County Circuit Court | Federal & State Tax Liens & Local Judgments | |||
| Arlington Park Racecourse, LLC | Illinois Secretary of State | UCC & Federal Tax Liens | ||
| Cook, Winnebago, & Rock Island County Recorders | Federal & State Tax Liens & Local Judgments | |||
| Arlington Management Services, LLC | Illinois Secretary of State | UCC & Federal Tax Liens | ||
| Cook, Winnebago, & Rock Island County Recorders | Federal & State Tax Liens & Local Judgments | |||
| Arlington OTB Corp. | Delaware Secretary of State | UCC & Federal Tax Liens | ||
| Illinois Secretary of State | UCC & Federal Tax Liens | |||
| Cook, Winnebago, & Rock Island County Recorders | Federal & State Tax Liens & Local Judgments | |||
Schedule 4.1(i)(p)
Page 1 of 2
| Quad City Downs, Inc. | Iowa Secretary of State | UCC & Federal Tax Liens | ||
| Illinois Secretary of State | UCC & Federal Tax Liens | |||
| Rock Island County Recorder | Federal & State Tax Liens & Local Judgments | |||
| CDIP, LLC | Kentucky Secretary of State | UCC | ||
| Jefferson County Clerk | Federal & State Tax Liens & Local Judgments | |||
| CDIP Holdings, LLC | Kentucky Secretary of State | UCC | ||
| Jefferson County Clerk | Federal & State Tax Liens & Local Judgments | |||
| Churchill Downs Louisiana Horseracing Company, L.L.C. | East Baton Rouge Parish Clerk of Court | UCC | ||
| Jefferson Parish Clerk of Court & Orleans Parish Clerk of Court | Federal & State Tax Liens & Local Judgments | |||
| Churchill Downs Louisiana Video Poker Company, L.L.C. | East Baton Rouge Parish Clerk of Court | UCC | ||
| Jefferson Parish Clerk of Court & Orleans Parish Clerk of Court | Federal & State Tax Liens & Local Judgments | |||
| Video Services, Inc. | East Baton Rouge Parish Clerk of Court | UCC | ||
| Jefferson Parish Clerk of Court & Orleans Parish Clerk of Court | Federal & State Tax Liens & Local Judgments | |||
| Churchill Downs Simulcast Productions, LLC f/k/a Charlson Broadcast Technologies, LLC | Kentucky Secretary of State | UCC | ||
| Jefferson County Clerk | Federal & State Tax Liens & Local Judgments | |||
| Charlson Industries, Inc. | Ohio Secretary of State | UCC | ||
| Hamilton County Recorder; Hamilton County Court of Common Pleas | Federal Tax Liens; State Tax Liens & Local Judgments | |||
| Jefferson County Clerk | Federal & State Tax Liens & Local Judgments | |||
Schedule 4.1(i)(p)
Page 2 of 2
SCHEDULE 4.1(i)(q)
THIRD PARTY CONSENTS
Louisiana Gaming Control Board – Pursuant to LA R.S. 42:XIII § 2523(C)(5), by letter dated March 27, 2007, the Louisiana Gaming Control Board has determined that the modification of the Credit Facility does not substantially alter the terms of Churchill’s existing line of credit which was previously approved and has waived any requirement for its approval.
SCHEDULE 5.22
INTELLECTUAL PROPERTY
CHURCHILL DOWNS INCORPORATED
| Patents: | none | |
| Trademarks: | ||
| Federal Registrations: | ||||
| CDSN | Reg. No. 2,682,320 | |||
| Churchill Charlie | Reg. No. 2,222,444 | |||
| Churchill Charlie Design only | Reg. No. 2,231,670 | |||
| Green Pastures Program | Reg. No. 2,706,752 | |||
| Green Pastures Program & Design | Reg. No. 2,690,637 | |||
| Junior Jockey Club | Reg. No. 2,443,645 | |||
| Road to the Roses | Reg. No. 2,744,388 | |||
| The World’s Most Legendary Racetrack | Reg. No. 2,071,030 | |||
| Twin Spires Logo (design only) | Reg. No. 2,565,972 | |||
| Reg. No. 2,568,139 | ||||
| Federal Applications: | ||||
| OAKS LILY | App. No. 78/868,795 | |||
| TWINSPIRES | App. No. 77/121,921 | |||
| TWINSPIRES (logo) | App. No. 77/121,932 | |||
| State Registrations: | ||||
| Dawn at the Downs and Design | * | Kentucky No. 10852 | ||
| Run for the Roses and Design | * | Kentucky No. 08682 | ||
| Kentucky Sampler and Design | * | Kentucky No. 09309 | ||
| Copyright Registrations: |
| Kentucky Derby 113 logo | Reg. No. VA256465 | |
| Kentucky Derby 114 logo | Reg. No. VA300797 | |
| Kentucky Derby 115 logo | Reg. No. VA318109 | |
| Kentucky Derby 116 logo | Reg. No. VA388760 | |
| Kentucky Derby 117 logo | Reg. No. VA432815 | |
| Kentucky Derby 118 logo | Reg. No. VA487209 | |
| Kentucky Derby 119 logo | Reg. No. VA528216 | |
| Kentucky Derby 120 logo | Reg. No. VA637781 |
Schedule 5.22
Page 1
| Kentucky Derby 121 logo | Reg. No. VA680014 | |||
| Kentucky Derby 122 logo | Reg. No. VA760665 | |||
| Kentucky Derby 123 logo | Reg. No. VA846345 | |||
| Kentucky Derby 124 logo | Reg. No. VA911899 | |||
| Kentucky Derby 125 logo | Reg. No. VA981153 | |||
| Kentucky Derby 126 logo | Reg. No. VA982217 | |||
| Kentucky Derby 127 logo | Reg. No. VA1076482 | |||
| Kentucky Derby 128 logo | Reg. No. VA1128464 | |||
| Kentucky Derby 129 logo | Reg. No. VA1188676 | |||
| Kentucky Derby 130 logo | Reg. No. VA1262443 | |||
| Kentucky Derby 131 logo | ||||
| Kentucky Derby 132 logo | ||||
| Kentucky Derby 133 logo | ||||
| Kentucky Derby Trophy design | ||||
| Licensing Agreements: | none | |
CHURCHILL DOWNS MANAGEMENT COMPANY
| Patents: | none | |
| Trademarks: | none | |
| Copyright Registrations: | none | |
| Licensing Agreements: | none | |
CHURCHILL DOWNS INVESTMENT COMPANY
| Patents: | none | |
| Trademarks: | none | |
| Copyright Registrations: | none | |
| Licensing Agreements: | none | |
Schedule 5.22
Page 2
CALDER RACE COURSE, INC.
| Patents: | none |
Trademarks:
| State Registrations: | ||||
| Grand Slam Stakes and Design | * | Florida No. T94,610 | ||
| Common Law: | ||||
| Festival of the Sun and Design | ||||
| Summit of Speed | ||||
| Copyright Registrations: | none | |
| Licensing Agreements: | none | |
TROPICAL PARK, INC.
| Patents: | none |
Trademarks:
| Common Law: | ||
| Tropical Park | ||
| Copyright Registrations: | none | |
| Licensing Agreements: | none | |
Schedule 5.22
Page 3
ARLINGTON PARK RACECOURSE, LLC
| Patents: | none |
Trademarks:
| Federal Registrations: | ||||
| A and Design | * | Reg. No. 1,643,068 | ||
| A-Club | * | Reg. No. 2,575,234 | ||
| American Derby | * | Reg. No. 1,977,761 | ||
| Arlington and Design | * | Reg. No. 1,643,066 | ||
| Arlington Classic | * | Reg. No. 1,955,925 | ||
| Arlington Handicap | * | Reg. No. 1,972,394 | ||
| Arlington International Racecourse And Design | * | Reg. No. 1,696,540 | ||
| Arlington Matron Handicap | * | Reg. No. 1,969,474 | ||
| Arlington Million | Reg. No. 1,643,067 | |||
| Arlington Million X and Design | Reg. No. 1,665,281 | |||
| Arlington Park | Reg. No. 2,649,941 | |||
| Arlington-Washington Futurity | * | Reg. No. 1,955,931 | ||
| Arlington-Washington Lassie | * | Reg. No. 1,933,051 | ||
| Beverly D. | * | Reg. No. 1,922,590 | ||
| Hanshin Handicap | * | Reg. No. 1,967,951 | ||
| Inside Rail | * | Reg. No. 2,437,269 | ||
| International Festival of Racing | * | Reg. No. 1,473,710 | ||
| Reg. No. 1,980,602 | ||||
| Modesty Handicap | * | Reg. No. 1,957,400 | ||
| Mud Bug OTB Chicago & Design | * | Reg. No. 2,415,761 | ||
| Pucker Up Stakes | * | Reg. No. 1,957,401 | ||
| Round Table Stakes | * | Reg. No. 1,952,704 | ||
| Sea O’Erin Handicap | * | Reg. No. 1,928,105 | ||
| Secretariat | * | Reg. No. 1,986,605 | ||
| Springfield Stakes | * | Reg. No. 1,975,924 | ||
| Washington Park Handicap | * | Reg. No. 1,952,705 | ||
| Copyright Registrations: | none | |
| Licensing Agreements: | none | |
Schedule 5.22
Page 4
ARLINGTON OTB CORP.
| Patents: | none | |
| Trademarks: | none | |
| Copyright Registrations: | none | |
| Licensing Agreements: | none | |
QUAD CITY DOWNS, INC.
| Patents: | none | |
| Trademarks: | none | |
| Copyright Registrations: | none | |
| Licensing Agreements: | none | |
CDIP, LLC
| Patents: | none |
Trademarks:
| Federal Registrations: | ||||
| Churchill Downs | Reg. No. 1,011,127 | |||
| Reg. No. 1,557,889 | ||||
| Kentucky Derby | Reg. No. 0,997,385 | |||
| Kentucky Oaks | Reg. No. 1,713,541 | |||
| The Kentucky Derby | Reg. No. 1,534,197 | |||
| State Registrations: | ||||
| Finish Line Off Track Betting | * | Louisiana Trade Name | ||
| Copyright Registrations: | none | |
| Licensing Agreements: | none | |
Schedule 5.22
Page 5
CDIP HOLDINGS, LLC
| Patents: | none | |
| Trademarks: | none | |
| Copyright Registrations: | none | |
| Licensing Agreements: | none | |
CHURCHILL DOWNS LOUISIANA HORSERACING COMPANY, L.L.C.
| Patents: | none |
Trademarks:
| Federal Registrations: | ||||
| Fair Grounds | Reg. No. 2,774,532 | |||
| Fair Grounds Race Course | Reg. No. 2,774,434 | |||
| Fair Grounds | * | Reg. No. 2,776,307 | ||
| Fair Grounds Net Bet | * | Reg. No. 2,765,008 | ||
| Fair Grounds Phone Bet | * | Reg. No. 2,782,522 | ||
| Fair Grounds Race Course | * | Reg. No. 2,756,768 | ||
| Fair Grounds Race Course | * | Reg. No. 2,756,769 | ||
| Fair Grounds Race Course | * | Reg. No. 2,759,489 | ||
| FGNETBET | * | Reg. No. 2,935,274 | ||
| FGNETBET.COM | * | Reg. No. 2,938,503 | ||
| Horsehead Design | * | Reg. No. 2,764,847 | ||
| Horsehead Design | * | Reg. No. 2,717,830 | ||
| Horsehead Design | * | Reg. No. 2,717,831 | ||
| Horsehead Design | * | Reg. No. 2,717,934 | ||
| Horsehead Design | * | Reg. No. 2,719,778 | ||
| Horsehead Design | * | Reg. No. 2,719,779 | ||
| Net Bet | * | Reg. No. 2,885,332 | ||
| New Orleans Fair Grounds | * | Reg. No. 2,774,533 | ||
| Common Law: | ||||
| Fair Grounds OTB & Casino | ||||
Schedule 5.22
Page 6
VIDEO SERVICES, INC.
| Patents: | none |
Trademarks:
| State Registrations: | ||||
| Rockin’ Horse Game Room | * | Louisiana Trademark | ||
| Copyright Registrations: | none | |
| Licensing Agreements: | none | |
| * | The company expects to abandon, not renew the registration with respect thereto, or otherwise dispose of these marks. |
Schedule 5.22
Page 7
SCHEDULE 5.23
CHURCHILL DOWNS INCORPORATED PROPERTIES
COMMERCIAL LIABILITY COVERED LOCATIONS
| 1. | Churchill Downs/Trackside | 700 Central Ave., Louisville, KY | ||
| 2. | Training Facility/Former Trackside | 4520 Poplar Level Road, Louisville, KY (4400 Brietenstein Ave.) | ||
| 3. | Racing Office Property | 3750 Oakdale Avenue ( also 3744, 3747, 3748 ) | ||
| (formerly a church) | ||||
| 4 | Calder Race Course | 21001 NW 27th Ave., Miami, FL | ||
| 5. | Arlington Park | 2200 Euclid Avenue, Arlington Heights, IL 60006 | ||
| 6. | Trackside-Arlington Heights | 2000 W. Euclid Avenue, Arlington Heights, IL 60006 | ||
| 7. | Trackside-Rockford | 5011 E. State St., Rockford, IL 61108 | ||
| 8. | Trackside-Waukegan | 630 S. Green Bay, Waukegan, IL | ||
| 9. | Trackside-Chicago | 901 W. Weed St., Chicago, IL 60622 | ||
| 10. | Trackside-Quad City Downs | 5005 Morton Drive, E. Moline, IL | ||
| 11. | Trackside-South Elgin | 335 N. McLean Blvd., Elgin, IL 60177 | ||
| 12. | Trackside- McHenry | 621 Ridgeview Drive, McHenry, IL 60050 | ||
| 13. | Trackside-So. Beloit | 1322 Gardner St., So. Beloit, IL 61080 | ||
| 14. | Trackside-Lockport | 1225 E. 9th Street, Lockport, IL 60441 | ||
| 15. | Fair Grounds Race Course | 1751 Gentilly Boulevard, New Orleans, LA 70119 | ||
| 16. | Kenner Finish Line | 1700 Joe Yenni Boulevard, Kenner, LA 70064 | ||
| 17. | Gretna Finish Line | 64A Westbank Expressway, Gretna, LA 70053 | ||
| 18. | Elmwood Finish Line | 5428 Citrus Boulevard, Harahan, LA 70123 | ||
| 19. | Metairie Finish Line | 2700 Edenborn Avenue, Metairie, LA 70002 | ||
| 20. | Parking lot adjacent to the Metairie Finish Line | 2700 Edenborn Avenue, Metairie, LA 70002 | ||
1
| 21. | LaPlace Finish Line | 164 Belle Terre Blvd., LaPlace, LA 70068-3348 | ||
| 22. | Covington Finish Line | 600 North Highway 190, Suite #1 | ||
| Hollycrest Plaza Shopping Center, Covington, LA 70434 | ||||
| 23. | Houma Finish Line | 111 Moss Lane, Houma, LA 70360 | ||
| 24. | Thibodaux Finish Line | 1766 Canal Boulevard, Thibodaux, LA 70301 | ||
| 25. | Property currently being Used for Fair Grounds Supplemental housing | 3100 Belfort Avenue, New Orleans, LA 70119 | ||
| 26. | Churchill Downs Technology Initiatives Company | 2033 Gateway Place, 5th & 6th Floors, San Jose, CA 95110 | ||
DWELLINGS LEASED TO OTHERS - Louisville, KY
| 1012 Homeview | 3111 S. Fourth | 1001-1003 Thornberry | ||
| 1014 Homeview | 3113-15 S. Fourth | |||
| 1016 Homeview | 3701 S. Fourth | 3318-3320 Warren | ||
LOTS
(VACANT LOTS SURROUNDING LOUISVILLE TRACK USED FOR PARKING)
Bohannon Avenue – 3104, 3106, 3108, 3110, 3112, 3116, 3118, 3120 (collectively Lot 10), 3121, 3211, 3215, 3213
Central – 756
Homeview – 901, 903, 905, 907, 908, 909, 910, 911, 912, 913, 914, 915, 917, 919, 921, 923, 924, 926, 927, 928, 931, 932, 933, 935, 937, 947, 955, 1004, 1006, 1008, 1010, 1012, 1014, 1016, 1000
Longfield Avenue – 1009, 1029, 1031, 1033
Oakdale Avenue – 3l17, 3129, 3139-3139 1/2, 3141, 3143, 3716, 3720, 3722, 3724, 3728, 3730, 3732, 3734, 3740, 3756-62, 3750
Queen Avenue – 1000, 1002, 1006, 1008-10, 1012, 1014, 1016, 1018
Racine – 819, 900, 902, 906, 908, 910, 912, 913, 914, 915, 916, 917, 919, 920, 921, 923, 924, 925, 926, 927, 929, 930, 934, 936 (collectively Lot 8)
S. Fourth Street – 3101-03, 3107-09, 3111, 3113-15, 3141-43, 3701, 3705, 3709, 3711, 3713
S. Third Street – 3106, 3108, 3108 rear, 3110, 3114, 3116, 3118, 3120, 3122, 3128, 3130, 3142, 3144, 3146, 3150, and 3148
Southern Parkway – 3800
Taylor Blvd. – 3105, 3107, 3109, 3111 (collectively Lot 10 with Bohannon properties)
Terrace Park – 32-34
Thornberry – 923, 925, 927, 929, 931-33, 1001-1003, 1005, 1007, 1011, 1015, 1019, 1021
Warren Avenue – 3312, 3314, 3315, 3316, 3318, 3320, 3322, 3324
Wizard Avenue – 3317, 3319, 3320, 3321, 3325, 3327, 3329
Floyd Street – 819-827 (Leased Storage only)
2
Lot 1 – Corners of Warren, Queen, Wizard and Oleanda
(1000, 1002, 1006 1008-10, 1012, 1014, 1016 and 1018 Queen Avenue)
(3312, 3314, 3316, and 3324 Warren Avenue)
(3317, 3319, 3321, 3325, 3327 and 3329 Wizard Avenue)
Lot 2 – Alley off of Warren, South of Homeview
(910, 924, 926, 928, 932 Homeview)
Lot 3 – Corner of 9th & Homeview
(900, 902, 904 Homeview is merged in with 700 Central Ave.)
(908, 909, 911, 914 Homeview)
Lot 4 – Ninth St. & Homeview (lots combined):
(931, 933, 935, 937, 947 Homview)
Lot 5 – Ninth St. & Homeview (lots combined):
(901, 903, 905, 907, 913, 915, 917, 919, 921, 923 Homeview)
Lot 6 – Horsemen Lot (Lot between Homeview & Racine)
(900, 902, 906, 908, 910, 911, 913, 915, 917, 919, 921 Racine)
Lot 7 – (3121 Bohannon)
(930, 934, 936 Racine)
Lot 9 – (921, 923, 925, 927, 929 Racine)
Lot 11 South Third Street
(3100, 3106, 3108, 3108 rear, 3110, 3112, 3114, 3116, 3118, 3120, 3122, 3128, 3130, 3132, and 3132 1/2)
Hussey Lot
(3716, 3724, 3740, 3756-62 Oakdale Avenue)
(32-34 Terrace Park)
Longfield Avenue Lot
(3315 Warren)
(923, 925, 927, 929, 931-33 Thornberry)
Oakdale Lot – Horse Trailer Parking
(3117, 3129, 3139-3139 1/2, 3141, & 3143 Oakdale Avenue)
Racine Lot – 920
South Fourth Street Lot – 3101-03, 3107-09, 3141-43
3
Triangle Lot – 3141-43 S. 4th
Trackside Lot – 4400 Breitenstein Avenue
Turf Lot –
(819 Racine)
V.I.P. Lot – Ninth St. & Central Avenue
(756 Central Avenue)
4
SCHEDULE 5.24
OPERATING LOCATIONS
| Churchill Downs Incorporated | 700 Central Avenue Louisville, Kentucky 40208 | |
| 4520 Poplar Level Road Louisville, KY 40213 | ||
| Churchill Downs Management Company Churchill Downs Investment Company CDIP Holdings, LLC CDIP, LLC Churchill Downs Simulcast Productions, LLC Charlson Industries, Inc. |
700 Central Avenue Louisville, Kentucky 40208 | |
| Calder Race Course, Inc. Tropical Park, Inc. |
21001 NW 27th Avenue Miami, FL 33056 | |
| Arlington Park Racecourse, LLC | 2000 Euclid Avenue Arlington Heights, IL 60006 | |
| Trackside Chicago 901 W. Weed Street Chicago, Illinois 60622 | ||
| Trackside Waukegan 630 S. Green Bay Waukegan, Illinois 60085 | ||
| Arlington OTB Corp. | 2000 Euclid Avenue Arlington Heights, IL 60006 | |
| Quad City Downs, Inc. | 2000 Euclid Avenue Arlington Heights, IL 60006 | |
| Trackside Rockford 5011 E. State Street Rockford, Illinois 61108 | ||
| Trackside Quad City Downs 5005 Morton Drive East Moline, Illinois 61244 | ||
Schedule 5.24
Page 1 of 3
SCHEDULE 5.24
OPERATING LOCATIONS
| Quad City Downs, Inc. (cont.) | Trackside South Elgin 334 N. McLean Blvd. South Elgin, Illinois 60177 | |
| Trackside South Beloit 1322 Gardner Street South Beloit, Illinois 61080 | ||
| Trackside McHenry 2816 Route 120 McHenry, Illinois 60051 | ||
| Trackside Lockport Fat Sam’s Featuring Trackside OTB 1225 E. 9th St. Lockport, Illinois 60441-3234 | ||
| Churchill Downs Louisiana Horseracing Company, L.L.C. | 1751 Gentilly Boulevard New Orleans, Louisiana 70119 | |
| Kenner Finish Line 1700 Joe Yenni Boulevard Kenner, Louisiana 70064 | ||
| Gretna Finish Line 64A Westbank Expressway Gretna, Louisiana 70053 | ||
| Elmwood Finish Line 5428 Citrus Boulevard Harahan, Louisiana 70123 | ||
| Metairie Finish Line 2700 Edenborn Avenue Metairie, Louisiana 70002 | ||
| Thibodaux Finish Line 1766 Canal Boulevard Thibodaux, Louisiana 70301 | ||
| LaPlace Finish Line 164 Belle Terre Blvd. LaPlace, LA 70068-3348 | ||
Schedule 5.24
Page 2 of 3
SCHEDULE 5.24
OPERATING LOCATIONS
| Churchill Downs Louisiana Horseracing Company, L.L.C. (cont.) | Covington Finish Line 600 North Highway 190, Suite #1 Hollycrest Plaza Shopping Center Covington, Louisiana 70434 | |
| Houma Finish Line 111 Moss Lane Houma, Louisiana 70360 | ||
| Churchill Downs Louisiana Video Poker Company, L.L.C. | 1751 Gentilly Boulevard New Orleans, Louisiana 70119 | |
| Video Services, Inc. | 520 Elmwood Park Blvd., Suite 100 Harahan, Louisiana 70123 | |
Schedule 5.24
Page 3 of 3
SCHEDULE 5.25
CERTAIN LICENSES
Churchill Downs Incorporated holds a license issued by the Kentucky Racing Authority to conduct live thoroughbred races in 2007.
Calder Race Course Inc. holds a license issued by the Division of Pari-Mutuel Wagering of Florida’s Department of Business and Professional Regulation to conduct live thoroughbred races in 2007.
Tropical Park, Inc. holds a license issued by the Division of Pari-Mutuel Wagering of the Department of Florida’s Department of Business and Professional Regulation to conduct live thoroughbred races in 2007.
Arlington Park Racecourse, LLC holds a license from the Illinois Racing Board to conduct live thoroughbred races in 2007.
Arlington Park Racecourse, LLC holds an inter-track wagering license from the Illinois Racing Board for its Trackside location. It also holds inter-track wagering location licenses for the locations in Chicago and Waukegan.
Quad City Downs, Inc. holds an inter-track wagering license from the Illinois Racing Board for its East Moline location. It also holds inter-track wagering location licenses for the locations in Rockford, McHenry, South Beloit and South Elgin.
Churchill Downs Louisiana Horseracing Company, L.L.C. holds a ten-year racing license from the Louisiana State Racing Commission to conduct race meetings for the period April 16, 2005 through April 15, 2015.
Churchill Downs Louisiana Horseracing Company, L.L.C. holds a one-year license from the Louisiana State Racing Commission to conduct a live thoroughbred race meet from November 22, 2007 through March 23, 2008.
Churchill Downs Louisiana Horseracing Company, L.L.C. holds a license from the Louisiana State Racing Commission to operate off-track wagering facilities at the following locations:
See Attachment 1
Churchill Downs Louisiana Horseracing Company, L.L.C. holds a Type VI Owner/Operator License from the Louisiana Gaming Control Board authorizing it to own and operate video poker devices for a term expiring June 30, 2010.
Schedule 5.25
Page 1 of 4
Churchill Downs Louisiana Horseracing Company, L.L.C. holds nine Type IV video poker establishment licenses from the Louisiana Gaming Control Board for the authorization to conduct video poker gaming at the following OTB locations for a term expiring June 30, 2010:
See Attachment 2
Churchill Downs Louisiana Horseracing Company, L.L.C. holds a license from the Louisiana Gaming Control Board for the conduct of slot machine gaming at the Fair Grounds Race Course in New Orleans, subject to certain conditions in connection with facility construction, internal controls and facility management.
Churchill Downs Louisiana Video Poker Company, L.L.C. has acquired Video Services, Inc. which holds a Type VI Owner/Operator license from the Louisiana Gaming Control Board for the authorization to own and operate video poker devices at the OTB Locations listed in Attachment 2 (the “VSI License”). The VSI License expired on June 30, 2004, and an application for renewal of the VSI License is pending with the Louisiana Gaming Control Board. If approved, the VSI License will not expire until June 30, 2010.
Schedule 5.25
Page 2 of 4
SCHEDULE 5.25
CERTAIN LICENSES
Attachment 1
Covington Finish Line
600 North Highway 190, Suite #1
Hollycrest Plaza Shopping Center
Covington, Louisiana 70434
Elmwood Finish Line
5428 Citrus Boulevard
Harahan, Louisiana 70123
Gretna Finish Line
64A Westbank Expressway
P.O. Box 1372
Gretna, Louisiana 70053
Houma Finish Line
111 Moss Lane
Houma, Louisiana 70360
Kenner Finish Line
1700 Joe Yenni Boulevard
P.O. Box 640459
Kenner, Louisiana 70064
LaPlace Finish Line
164 Belle Terre Blvd.
LaPlace, LA 70068-3348
Metairie Finish Line
2700 Edenborn Avenue
Metairie, Louisiana 70002
Thibodaux Finish Line
1766 Canal Boulevard
Thibodaux, Louisiana 70301
NOTE: Licenses exist for the following two locations, which were destroyed in Hurricane Katrina, though these locations have not been rebuilt as of the date of the Amendment:
Slidell Finish Line
US Highway 11, 225 Brown’s Village Square
61025 Brown’s Village Square, Unit #5
Slidell, Louisiana 70459
St. Bernard Finish Line
7718 West Judge Perez Drive
Arabi, Louisiana 70043
Schedule 5.25
Page 3 of 4
SCHEDULE 5.25
CERTAIN LICENSES
Attachment 2
Elmwood Finish Line
5428 Citrus Boulevard
Harahan, Louisiana 70123
Fair Grounds Corp OTB
1751 Gentilly Boulevard
New Orleans, LA 70119
Gretna Finish Line
64A Westbank Expressway
P.O. Box 1372
Gretna, Louisiana 70053
Houma Finish Line
111 Moss Lane
Houma, Louisiana 70360
Kenner Finish Line
1700 Joe Yenni Boulevard
P.O. Box 640459
Kenner, Louisiana 70064
LaPlace Finish Line
164 Belle Terre Blvd.
LaPlace, LA 70068-3348
Metairie Finish Line
2700 Edenborn Avenue
Metairie, Louisiana 70002
Thibodaux Finish Line
1766 Canal Boulevard
Thibodaux, Louisiana 70301
NOTE: A license exists for the following location, which was destroyed in Hurricane Katrina, though this location has not been rebuilt as of the date of the Amendment:
St. Bernard Finish Line
7718 West Judge Perez Drive
Arabi, Louisiana 70043
Schedule 5.25
Page 4 of 4
SCHEDULE 5.26
PREDECESSOR ENTITIES OF THE LOAN PARTIES
See Schedule 1 for state of incorporation or organization.
See Schedule 5.23 for jurisdictional locations where collateral may have been kept.
Arlington Park Racecourse, LLC
Arlington International Racecourse, Inc. and Turf Club of Illinois, Inc. – merged into Arlington Park Racecourse, LLC
Arlington Management Services, LLC merged into Arlington Park Racecourse, LLC; Arlington Management Services, Inc., Arlington Global Services, Inc. and KFI Corporation were previously merged into Arlington Management Services, LLC
Arlington OTB Corp.
None
CDIP, LLC
None
CDIP Holdings, LLC
None
Calder Race Course, Inc.
None
Churchill Downs Investment Company
None
Churchill Downs Management Company
None
Quad City Downs, Inc.
None
Schedule 5.26
Page 1 of 2
Tropical Park, Inc.
None
Churchill Downs Louisiana Horseracing Company, L.L.C.
None
Churchill Downs Louisiana Video Poker Company, L.L.C.
None
Video Services, Inc.
None
Churchill Downs Simulcast Productions, LLC
F/k/a Charlson Broadcast Technologies, LLC – name change recorded May 28, 2004 with Kentucky Secretary of State
Charlson Industries, Inc.
None
Schedule 5.26
Page 2 of 2