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<SEC-DOCUMENT>0000940397-04-000196.txt : 20041020
<SEC-HEADER>0000940397-04-000196.hdr.sgml : 20041020
<ACCEPTANCE-DATETIME>20041020144015
ACCESSION NUMBER:		0000940397-04-000196
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20041014
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041020
DATE AS OF CHANGE:		20041020

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHURCHILL DOWNS INC
		CENTRAL INDEX KEY:			0000020212
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-RACING, INCLUDING TRACK OPERATION [7948]
		IRS NUMBER:				610156015
		STATE OF INCORPORATION:			KY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01469
		FILM NUMBER:		041087326

	BUSINESS ADDRESS:	
		STREET 1:		700 CENTRAL AVE
		CITY:			LOUISVILLE
		STATE:			KY
		ZIP:			40208
		BUSINESS PHONE:		5026364400

	MAIL ADDRESS:	
		STREET 1:		700 CENTRAL AVENUE
		STREET 2:		700 CENTRAL AVENUE
		CITY:			LOUIVILLE
		STATE:			KY
		ZIP:			40208
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>cddebt8k102004.htm
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>Washington, D.C. 20549</b></font></p>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><b>FORM 8-K</b></FONT></p>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><b>CURRENT REPORT<BR>
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934</b></font></p>

<br>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Date of Report (Date of earliest
event reported) <u>&nbsp;&nbsp;&nbsp;&nbsp;<b>October 14, 2004</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u></font></p>

<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
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     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><b>CHURCHILL DOWNS INCORPORATED</b></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><b><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></b><BR></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Exact name of registrant as specified in its charter)</FONT></TD></TR>
</table>


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     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="34%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="33%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="33%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>KENTUCKY</B></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>0-1469</B></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>61-0156015</B></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD colspan=3><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></FONT></TD>
     </TR>
<TR VALIGN="TOP">
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(State or other jurisdiction<br>of incorporation)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Commission<br>File Number)</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(IRS Employer<br>Identification No.)</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD></TR>
</TABLE>


<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
<TR VALIGN="TOP">
     <TD ALIGN=left WIDTH="75%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>700 Central Avenue<BR>Louisville, Kentucky</b></FONT></TD>
     <TD ALIGN=left WIDTH="25%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><b><br>40208</b></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN=left><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Address of principal executive offices)</FONT></TD>
     <TD ALIGN=left><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Zip Code)</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD></TR>
</TABLE>

<br>
<p><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Registrant's telephone number, including area code <u>
&nbsp;&nbsp;&nbsp;&nbsp;<b>(502) 636-4400</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></p>


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<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>N/A</b></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD WIDTH="100%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Former name or former address, if changed since last report)</FONT></TD></TR>
</TABLE>

<p align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see
General Instruction A.2. below):</font></p>

<p ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE="2">[&nbsp;&nbsp;] Written communications pursuant to Rule 425 under the securities Act (17 CFR
230.425)</font></p>

<p ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE="2">[&nbsp;&nbsp;] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)</font></p>

<p ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE="2">[&nbsp;&nbsp;] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))</font></p>

<p ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE="2">[&nbsp;&nbsp;] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))</font></p>

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<A NAME=A001></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B>Item 1.01   Entry into a Material Definitive Agreement.</B></FONT></P>

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<P ALIGN="JUSTIFY"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
October 14, 2004, Churchill Downs Incorporated (the &#147;Company&#148;) amended its
Credit Agreement (the &#147;Credit Agreement&#148;) dated as of April 3, 2003, as amended
by the 2004A Amendment to Loan Documents dated as of June 1, 2004, among the Company, the guarantors
party thereto, Bank One Kentucky, NA as a lender and as agent, PNC Bank, National
Association, as lender, letter of credit issuer and syndication agent, National City Bank of Kentucky
as lender and as documentation agent, Fifth Third Bank, Kentucky, Inc., Branch Banking &amp; Trust Company,
Comerica Bank, U.S. Bank National Association, Sun Trust Bank and Bank of America.  The 2004B Amendment
to Loan Documents among the Company, the Guarantors (Churchill Downs Management
Company, Churchill Downs Investment Company, Racing Corporation of America, Calder Race
Course, Inc., Tropical Park, Inc., Churchill Downs California Company, Churchill Downs
California Fall Operating Company, Arlington Park Racecourse, LLC, Arlington Management
Services, LLC, Arlington OTB Corp., Quad City Downs, Inc., CDIP, LLC, CDIP Holdings, LLC,
Ellis Park Race Course, Inc., Churchill Downs Louisiana Horseracing Company, L.L.C.,
Churchill Downs Louisiana Video Poker Company, L.L.C. and Video Services, Inc.), and Bank
One, NA, as lender and contractual representative for the lenders (the &#147;2004B
Amendment&#148;), provided for certain
modifications and amendments to the Credit Agreement in connection with the Company&#146;s
acquisition of assets of Fair Grounds Corporation, and related transactions (the
&#147;Fair Grounds Acquisition&#148;). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P ALIGN="JUSTIFY"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
the terms of the 2004B Amendment, the lenders under the Credit Agreement consented to the Fair
Grounds Acquisition and added as additional collateral under the Credit Agreement the assets acquired by the
Company in the Fair Grounds Acquisition and joined certain new subsidiaries of the Company
as guarantors. Under the 2004B Amendment, the $200.0 million revolving line of credit is
based upon LIBOR plus a spread of 125 to 300 additional basis points, which is determined
by certain Company financial ratios. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P ALIGN="JUSTIFY"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the Fair Grounds Acquisition and the 2004B Amendment, the Company also
amended its note purchase agreement (the &#147;Note Purchase Agreement&#148;) with
Connecticut General Life Insurance Company, General Electric Capital Assurance Company,
Employers Reinsurance Corporation, Metropolitan Life Insurance Company, Principal Life
Insurance Company, Massachusetts Mutual Life Insurance Company, C.M. Life Insurance
Company, Massmutual Asia Limited, Sunamerica Life Insurance Company and Prudential
Retirement Ceded Business Trust on October 14, 2004. Under the terms of the original Note
Purchase Agreement, dated as of April 3, 2003, the Company issued $100 million aggregate
principal amount of its Floating Rate Senior Secured Notes due March 31, 2010 (the
&#147;Notes&#148;), bearing interest at a floating rate equal to LIBOR plus 155 basis
points. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P ALIGN="JUSTIFY"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
the terms of the first amendment agreement to the Note Purchase Agreement executed by the Company
and the Guarantors (the &#147;First
Amendment Agreement&#148;), the assets acquired by the Company in the Fair Grounds
Acquisition became part of the collateral securing the Notes and certain new subsidiaries
of the Company joined as guarantors. Under the First Amendment Agreement, the Notes will
bear interest based on LIBOR plus a spread of 155 to 280 basis points, depending on
certain Company financial ratios. </FONT></P>

<P ALIGN="JUSTIFY"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
2004B Amendment and the First Amendment Agreement also require the Company to adhere to certain
amended financial covenants. </font></p>

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<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P ALIGN="JUSTIFY"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
2004B Amendment and the First Amendment Agreement are filed as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K, respectively, and are incorporated by reference herein. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN="JUSTIFY"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Item 2.03 Creation of a Direct
Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant.</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P ALIGN="JUSTIFY"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The information provided in Item 1.01
of this Current Report on Form 8-K is incorporated by reference. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A002></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Item 9.01 Financial
Statements and Exhibits.</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default" -->
<A NAME=A003></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Exhibits. </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.1 </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><p align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
2004B Amendment to Loan Documents dated as of October 14, 2004 among Churchill Downs
Incorporated, the Guarantors defined therein, and Bank One, NA, as contractual
representative for the Lenders defined therein. </FONT></p></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.2 </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><p align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
First Amendment Agreement dated as of October 14, 2004 to Note Purchase Agreement dated as
of April 3, 2004 among Churchill Downs Incorporated, the Guarantors named therein,
Connecticut General Life Insurance Company, General Electric Capital Assurance Company,
Employers Reinsurance Corporation, Metropolitan Life Insurance Company, Principal Life
Insurance Company, Massachusetts Mutual Life Insurance Company, C.M. Life Insurance
Company, MassMutual Asia Limited, SunAmerica Life Insurance Company and Prudential
Retirement Ceded Business Trust. </FONT></p></TD>
</TR>
</TABLE>
<BR>



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<A NAME=A020></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>


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     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD width=40%><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD width=60%><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>CHURCHILL DOWNS INCORPORATED<BR><BR></b></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">October 20, 2004</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><u>&nbsp;/s/ Michael E. Miller&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><br>
Michael E. Miller<br>Executive Vice President and Chief Financial<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Officer<br>
(Principal Financial and Accounting Officer)</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD></TR>
</TABLE>


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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>cddebt8kamdloandocs.txt
<TEXT>
                                                                   EXHIBIT 10.1

                        2004B AMENDMENT TO LOAN DOCUMENTS

         This is a 2004B  Amendment  to Loan  Documents  dated as of October 14,
2004 (the "Amendment"), among CHURCHILL DOWNS INCORPORATED (the "Borrower"), the
GUARANTORS (defined below), and BANK ONE, NA, headquartered in Chicago, Illinois
(successor by merger to Bank One, Kentucky,  NA) a national banking  association
with an office in Louisville,  Kentucky,  as contractual  representative for the
LENDERS (defined below) as provided in the Credit Agreement  (defined below) (in
such capacity, the "Agent").

                                    RECITALS

         A. The  Borrower,  the Agent,  the  Guarantors  (defined  in the Credit
Agreement),  and the Lenders (defined in the Credit  Agreement),  entered into a
Credit Agreement dated as of April 3, 2003, as amended by the 2004A Amendment to
Loan Documents, dated as of June 1, 2004 with PNC Bank, National Association, as
Syndication Agent,  National City Bank as Documentation  Agent, and J. P. Morgan
Securities,  Inc.,  (successor to Banc One Capital Markets,  Inc.) ("JP Morgan")
and PNC Capital  Markets,  Inc. as Co-Lead  Arrangers and Joint Book Runners (as
amended,  and as it may be  further  amended  from  time to  time,  the  "Credit
Agreement").

         B.  The  Loans   described  in  the  Credit   Agreement,   among  other
obligations,  are secured by the Collateral (defined in the Credit Agreement and
other Loan Documents).

         C. The Borrower issued a Notice of Acquisition pursuant to 6.13(iii)(b)
of the Credit  Agreement  indicating  the  intent to acquire  the assets of Fair
Grounds  Corporation,  a Louisiana  corporation ("Fair Grounds") and Finish Line
Management  Corp.,  a  Louisiana  corporation  ("Finish  Line")  and  all of the
outstanding  shares of Video  Services,  Inc., a Louisiana  corporation  ("VSI")
(collectively, the acquisition of the assets of Fair Grounds and Finish Line and
the stock of VSI, the "Fair Grounds  Acquisition").  In order to accomplish  the
Fair Grounds Acquisition, the Borrower, through one of its Guarantors, Churchill
Downs Management  Company,  Inc., created two new subsidiaries,  Churchill Downs
Louisiana  Horseracing  Company,  L.L.C., a Louisiana  limited liability company
("CDLHC"),  which will acquire the assets of Fair  Grounds and Finish Line,  and
Churchill  Downs  Louisiana  Video Poker Company,  L.L.C.,  a Louisiana  limited
liability company ("CDLVP"), which will acquire the stock of VSI.

         D.  CDLHC,  CDLVP and VSI,  together  with the  Borrower  and the other
Guarantors, are entering into, among other documents, a 2004B Guarantor Joinder,
dated as of the date hereof.

         E. The Borrower has requested the Agent and the Lenders to make certain
modifications  of and amendments to the Credit  Agreement and certain other Loan
Documents in connection with the Fair Grounds Acquisition.

         NOW,  THEREFORE,  the Borrower,  the  Guarantors and the Agent agree as
follows:


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         1. DEINITIONS. Capitalized terms used but not otherwise defined in
this Amendment shall have the meanings given them in the Credit Agreement.

         2. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:

                  (a)  AMENDMENT  OF  ARTICLE  I   DEFINITIONS.   The  following
definitions  set forth in Article I of the Credit  Agreement are hereby  amended
and restated to read in their entirety as follows:

                           "Adjusted  EBITDA" of any person for any period means
                  the EBITDA for that Person for that  period  adjusted on a pro
                  forma basis for the EBITDA of acquired or divested operations,
                  provided  that any  EBITDA  of CDLHC,  CDLVP and VSI  (whether
                  positive or negative) for any period prior to October 14, 2004
                  will not be included in the Adjusted EBITDA of those entities.

                           "Collateral  Documents" means,  collectively,  all of
                  the instruments,  documents and agreements by which any Person
                  grants a security  interest in Collateral,  including  without
                  limitation, those documents referenced in Section 6.25 of this
                  Agreement,  which in turn  includes  without  limitation,  the
                  Pledge and Security  Agreement,  the  Mortgages,  the Negative
                  Pledge  Agreement,  the Assignment of Patents,  Trademarks and
                  Copyrights,  the  Intercompany  Subordination  Agreement,  the
                  Collateral Sharing Agreement,  the 2004B Collateral Documents,
                  and all other  documents or  instruments  executed as security
                  for the  Secured  Obligations  from  time to time,  including,
                  without  limitation,  those  entered into  pursuant to Section
                  6.29 of this Agreement.

                           "EBITDA"   for  any   Person   for  any   period   of
                  determination  means that  Person's  net income  PLUS,  to the
                  extent deducted from revenues in determining  net income,  (i)
                  interest  expense,  (ii)  expense  for taxes paid or  accrued,
                  (iii)  depreciation,   (iv)  amortization,  (v)  extraordinary
                  losses incurred other than in the ordinary course of business,
                  and (vi) in the case of Ellis Park Race Course,  Inc., (a) the
                  impairment  charge  deducted from the net income of Ellis Park
                  Race Course,  Inc. with respect to the fourth  fiscal  quarter
                  2002,  and  (b)  the  LESSER  of  (1)  the  one-time  non-cash
                  impairment  charge,  if any,  deducted  from the net income of
                  Ellis Park Race Course,  Inc. with respect to either the third
                  fiscal quarter 2004 or the fourth fiscal quarter 2004 (but not
                  both  quarters),  OR (2)  $6,200,000.00;  MINUS, to the extent
                  included  in net income,  that  Person's  extraordinary  gains
                  realized  other than in the ordinary  course of  business,  in
                  each  case for such  period  determined,  in  accordance  with
                  Agreement Accounting Principles.

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                           "Excluded  Subsidiaries"  means any  Excluded  Entity
                  which  is  a  Subsidiary   of  the   Borrower.   The  Excluded
                  Subsidiaries  on the  Closing  Date are  Hoosier  Park,  L.P.,
                  Churchill Downs Simulcast Productions,  LLC (formerly known as
                  Charlson   Broadcast   Technologies   LLC),   Churchill  Downs
                  Pennsylvania   Company  (formerly  known  as  Churchill  Downs
                  California Foodservices Company),  Tracknet, LLC, and Anderson
                  Park,  Inc. Fair Grounds  International  Ventures,  L.L.C.,  a
                  Louisiana limited liability  company,  F.G. Staffing Services,
                  Inc., a Louisiana  corporation and Charlson Industries,  Inc.,
                  an Ohio corporation shall become Excluded  Subsidiaries on the
                  date the Fair Grounds Acquisition is effected.

                           "Fixed Charge  Coverage  Ratio" means, as of any date
                  of calculation,  the ratio of (a) Consolidated Adjusted EBITDA
                  less Capital Expenditures  (excluding (1) Capital Expenditures
                  consisting  solely  of  consideration   paid  or  payable  for
                  Permitted  Acquisitions,  (2)  Capital  Expenditures  expended
                  under  and in  compliance  with the  Master  Plan for  Capital
                  Expenditures, and (3) Capital Expenditures of CDLHC, CDLVP and
                  VSI expended by them, in the  aggregate,  in  connection  with
                  facilities  used in connection with horse racing and/or gaming
                  activities   in   Louisiana,   in  an  amount  not  to  exceed
                  $30,300,000),  to (b)  Consolidated  Fixed  Charges,  in  each
                  instance  computed  as  provided  in  Section  6.24.1  and  in
                  accordance with Agreement Accounting Principles.

                           "Pricing   Schedule"   means  the  Pricing   Schedule
                  attached to the 2004B Amendment and identified as such.

                           "Seasonal   Borrowing  Needs  Adjustment"  means  the
                  reduction of the  Consolidated  Funded  Indebtedness as of the
                  end of (i) the first fiscal quarter of the  Borrower's  fiscal
                  year 2005 by $25,000,000, (ii) the first fiscal quarter of the
                  Borrower's fiscal year 2006 by $25,000,000 and the (iii) first
                  fiscal  quarter  of  the   Borrower's   fiscal  year  2007  by
                  $25,000,000.


                  (b)  ADDITIONS  TO  ARTICLE  I  DEFINITIONS.  Article I of the
Credit Agreement is hereby  supplemented to add the following  definitions which
shall read in their respective entireties as follows:

                           "2004B  Amendment"  means the 2004B Amendment to Loan
                  Documents,  dated as of October 14, 2004, among the Agent, the
                  Guarantors and the Borrower.

                           "2004B  Amendment to Pledge and  Security  Agreement"
                  means the 2004B  Amendment to Pledge and  Security  Agreement,
                  dated as of  October  14,  2004,  among  the  applicable  Loan
                  Parties  and  the  Collateral  Agent  for the  benefit  of the
                  Lenders,  subject to the provisions of the Collateral  Sharing
                  Agreement,  as they may be amended  and/or  supplemented  from
                  time to time.

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                           "2004B   Assignments   of  Patent,   Trademarks   and
                  Copyrights"  shall mean the  Assignment of Patent,  Trademarks
                  and  Copyrights,  dated as of October  14,  2004,  executed by
                  CDIP,  L.L.C.  in  favor  of  the  Collateral  Agent  and  the
                  Assignment of Patent,  Trademarks and Copyrights,  dated as of
                  October  14,  2004,  executed  by  Churchill  Downs  Louisiana
                  Horseracing Company, L.L.C. in favor of the Collateral Agent..

                           "2004B Collateral Documents" means, collectively, all
                  of the  instruments,  documents  and  agreements  by which any
                  Person grants a security  interest in any Collateral  pursuant
                  to the 2004B Amendment,  including without  limitation,  those
                  documents  referenced  in  Sections  6.25  and  6.29  of  this
                  Agreement,  which in turn  includes  without  limitation,  the
                  2004B  Amendment  to the Pledge and  Security  Agreement,  the
                  2004B Louisiana  Addendum to Pledge and Security Agreement (as
                  defined  in  the  2004B   Amendment  to  Pledge  and  Security
                  Agreement),  the 2004B Consent Joinder and Reaffirmation,  the
                  Louisiana   Mortgages,   the  2004B  Assignments  of  Patents,
                  Trademarks  and  Copyrights,  the Fair Grounds  Assignment and
                  Subordination of Lease and Management Agreement, the Jazz Fest
                  Subordination  Agreement and Estoppel, and all other documents
                  or   instruments   executed  as   security   for  the  Secured
                  Obligations in connection  with the 2004B  Amendment from time
                  to time, as they may be amended and/or  supplemented from time
                  to time.

                           "2004B Consent Joinder and Reaffirmation"  shall mean
                  the Consent Joinder and Reaffirmation, dated October 14, 2004,
                  among the Collateral Agent, the Borrower and the Guarantors.

                           "2004B  Guarantor  Joinder"  shall mean the Guarantor
                  Joinder,  dated October 14, 2004, among the Collateral  Agent,
                  the Borrower and the Guarantors.

                           "Fair  Grounds  Acquisition"  shall have the  meaning
                  given it in Recital C of the 2004B Amendment.

                           "Fair Grounds  Acquisition  Documents" shall mean all
                  of the documents through which the Fair Grounds Acquisition is
                  consummated,  including,  without  limitation,  (a) the  Third
                  Amended  Plan of  Reorganization,  filed in the United  States
                  Bankruptcy  Court  for  the  Eastern  District  of  Louisiana,
                  Bankruptcy Case No 03-16222,  by Fair Grounds Corporation,  as
                  Debtor  and   Debtor-in-possession;   (b)  the  Order,   dated
                  September 28, 2004,  entered by the United  States  Bankruptcy
                  Court for the Eastern District of Louisiana in Bankruptcy Case
                  No   03-16222,   confirming   the   Third   Amended   Plan  of
                  Reorganization  of Fair  Grounds  Corporation;  (c) the  Asset
                  Purchase Agreement, dated as of August 31, 2004, as amended by
                  the First Amendment, dated as September 17, 2004,

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                  among  the  Borrower,  on behalf  of one of its  wholly  owned
                  subsidiary  to be formed,  Fair  Grounds  Corporation  and the
                  Borrower;  (d)  the  Asset  Purchase  Agreement,  dated  as of
                  October  14,   2004,   between   Churchill   Downs   Louisiana
                  Horseracing Company,  L.L.C. and Finish Line Management Corp.;
                  and (e) the Stock Purchase Agreement,  dated October 14, 2004,
                  between Churchill Downs Louisiana Video Poker Company,  L.L.C.
                  and Steven M. Rittvo, Ralph Capitelli, T. Carey Wicker III and
                  Louisiana Ventures, Inc..

                           "Fair Grounds  Assignment and  Subordination of Lease
                  and  Management  Agreement"  shall  mean  the  Assignment  and
                  Subordination of Lease and Management  Agreement,  dated as of
                  October  14,   2004,   between   Churchill   Downs   Louisiana
                  Horseracing  Company,  L.L.C.,  as Landlord,  and Fair Grounds
                  Corporation, as Tenant.

                           "Jazz  Fest  Subordination  Agreement  and  Estoppel"
                  shall mean the Subordination,  Non-Disturbance  and Attornment
                  Agreement dated October 13, 2004, between The New Orleans Jazz
                  and Heritage  Foundation,  Inc., as Tenant, and the Collateral
                  Agent  as  mortgagee  under  the  Mortgage   defined  therein,
                  together with the Estoppel Certificate by The New Orleans Jazz
                  and  Heritage  Foundation,  Inc. in favor of the Agent and the
                  Collateral Agent.

                           "Louisiana    Mortgages"    means   the    Mortgages,
                  Assignments of Rents and Security Agreements and the Leasehold
                  Mortgages,  Assignments  of Rents and Security  Agreements and
                  Deeds of Trust  encumbering the Loan Parties' fee or leasehold
                  interest  in  those  properties  listed  on 6(a) of the  2004B
                  Amendment and delivered by each of the applicable Loan Parties
                  with respect to each of the parcels of real property listed on
                  SCHEDULE 6(a) to the  Collateral  Agent for the benefit of the
                  Lenders,  subject  to  the  terms  of the  Collateral  Sharing
                  Agreement,  as they may be amended  and/or  supplemented  from
                  time to time.

                  (c)  AMENDMENT  OF  SECTION  6.1(iv).  Section  6.1(iv) of the
Credit Agreement is hereby amended and restated in its entirety as follows:

                  (iv)  Together with the financial  statements  required  under
                  Sections  6.1(i)  and  (ii),  a  compliance  certificate,   in
                  substantially  the form of  EXHIBIT  D  attached  to the 2004B
                  Amendment,  signed by its chief financial officer or treasurer
                  showing the  calculations  necessary to  determine  compliance
                  with this  Agreement  and stating that no Default or Unmatured
                  Default exists, or if any Default or Unmatured Default exists,
                  stating the nature and status thereof.

                  (d) AMENDMENT TO SECTION 6.13(iii)(g). Section 6.13(iii)(g) of
                  the Credit  Agreement  is hereby  amended and  restated in its
                  entirety as follows:

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                  (g)  The  Loan  Parties  shall  demonstrate,   including,   in
                  appropriate  circumstances determined by and acceptable to the
                  Agent, through  representations by the Loan Parties, that they
                  shall be in  compliance  with (i) the  covenants  contained in
                  Sections 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18,
                  6.19,  6.23,  6.24,  6.25,  6.26,  6.30,  6.32,  6.33 and 6.34
                  (including  in  such  computation   Indebtedness,   Contingent
                  Obligations,  Sale and  Leaseback  Transactions  and all other
                  liabilities and/or  obligations  assumed or incurred by a Loan
                  Party  or  such  Person  in  connection  with  such  Permitted
                  Acquisition),  and (ii) all other provisions of this Agreement
                  after  giving   effect  to  any  Permitted   Acquisition,   by
                  delivering  at least  five  (5)  Business  Days  prior to such
                  Permitted  Acquisition a certificate  in the form of EXHIBIT E
                  to  the  2004B  Amendment  (each  an  "Acquisition  Compliance
                  Certificate") evidencing such compliance.

                  (e) AMENDMENT OF SECTION 6.24.2-LEVERAGE RATIO. Section 6.24.2
                  of the Credit Agreement is hereby amended and restated to read
                  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, as adjusted
                  by the Seasonal Borrowing Needs Adjustment in appropriate
                  fiscal quarters, to (ii) Consolidated Adjusted EBITDA for the
                  then most-recently ended four fiscal quarters to be greater
                  than:

                  LEVERAGE RATIO                 PERIOD

                  5.0 to 1.0            October 14, 2004 through June 29, 2005
                  4.25 to 1.0           June 30, 2005 through June 29, 2006
                  3.75 to 1.0           June 30, 2006 through June 29, 2007
                  3.25 to 1.0           June 30, 2007 and thereafter

                  (f)  REFERENCES  TO PRICING  SCHEDULE  AND  SCHEDULES 1, 2, 3,
                  2.3.1,  5.22,  5.23, 5.24, 5.25, 5.26, 6.22. All references in
                  the Credit  Agreement to the Pricing Schedule and Schedules 1,
                  2, 3, 2.3.1,  5.22,  5.23,  5.24,  5.25,  5.26,  6.22 shall be
                  deemed to be references to the Pricing  Schedule and Schedules
                  1, 2, 3, 2.3.1, 5.22, 5.23, 5.24, 5.25, 5.26, 6.22 attached to
                  the 2004B  Amendment.  Without  limiting  the  foregoing,  the
                  Pricing Schedule  attached to the 2004B Amendment shall become
                  effective  on the date the 2004B  Amendment  is  executed  and
                  delivered,   and  by  the  terms  of  that  Pricing  Schedule,
                  adjustments,   if  any,  to  the  Applicable   Margin  or  the
                  Applicable  Fee Rate shall be  effective  five  Business  Days
                  after the Agent has received  the  applicable  Financials  (as
                  those  terms are defined in the  Pricing  Schedule)  after the
                  date of the  2004B  Amendment.  And also as  provided  in that
                  Pricing  Schedule,  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 on the table in the Pricing Schedule until five
                  days after such Financials are so delivered.

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         3.  PERMITTED  ACQUISITION.   Upon  the  satisfaction  of  all  of  the
requirements  of  (a)  the  Credit  Agreement,  including,  without  limitation,
Sections  6.13  and 6.29  thereof,  and (b) this  Amendment,  including  without
limitation,  Section  6  hereof,  the  Borrower  may  effect  the  Fair  Grounds
Acquisition.   In  connection   therewith,   upon  effecting  the  Fair  Grounds
Acquisition,  Fair  Grounds  Ventures,  L.L.C.,  a Louisiana  limited  liability
company,  whose sole member  shall then be CDLHC,  and F.G.  Staffing  Services,
Inc.,  a  Louisiana  corporation  wholly  owned by  CDLHC,  shall be and  become
Excluded  Entities.  It is agreed  that for  purposes of Fixed  Charge  Coverage
Ratio,  the Capital  Expenditures  consisting  solely of  consideration  paid or
payable for the Fair Grounds Acquisition is $59,700,000.

         4. CERTAIN LICENSES.  Without limiting anything in the Credit Agreement
or other Loan Documents, including without limitation Sections 6.4, 6.7 and 6.28
of the Credit Agreement, on or before April 14, 2005:

                  (a) The Loan Parties doing  business in, and/or having offices
and/or  facilities  and/or  employees  in,  the State of  Louisiana  shall  have
obtained  from the  appropriate  administrative  agency  or  other  governmental
authorities  of the United  States of America  and/or the State of Louisiana any
and all consents,  approvals,  licenses  and/or other  authorizations  as may be
necessary for the  operation of the  businesses of the Loan Parties in the State
of  Louisiana,  including  without  limitation,  the  operation  of horse racing
facilities with pari-mutuel wagering,  Off Track Betting facilities,  applicable
gaming operations (for example,  without limitation,  video poker), and the sale
of alcohol and tobacco; and

                  (b) The Borrower  shall deliver to the Agent the legal opinion
of  counsel  for the  Borrower  and  Guarantors  addressed  to the Agent and the
Lenders,  in  scope,  form,  and  substance  satisfactory  to the  Agent and its
counsel,  and addressing the matters in EXHIBIT F to this Amendment,  along with
any other matters required by the Agent.

         5. CERTAIN REFERENCES IN THE LOAN DOCUMENTS.

                  (a) REFERENCES TO GUARANTORS AND LOAN PARTIES.  All references
in all Loan Documents to "Guarantors" and "Loan Parties" shall include,  without
limitation,  Churchill Downs Louisiana  Horseracing Company,  L.L.C.,  Churchill
Downs Louisiana Video Poker Company, L.L.C. and Video Services, Inc.

                  (b) REFERENCES TO LOAN  DOCUMENTS.  All references in the Loan
Documents to the "Loan Documents" shall include, without limitation, a reference
to this Amendment,  the 2004B Collateral Documents,  the 2004B Guarantor Joinder
and any and all other  agreements,  instruments  and documents  executed  and/or
delivered in  connection  with this  Amendment.  All  references  to the "Credit
Agreement" in the Loan Documents shall include,  without limitation,  references
to the Credit Agreement as amended by this Amendment.

         6. CONDITIONS. The Lenders and the Agent shall not have any obligations
under this Amendment,  and this Amendment shall not become effective,  until and
unless all of the following conditions shall have been fulfilled:

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                  (a)   REPRESENTATIONS   AND   WARRANTIES.   Each   and   every
representation  and  warranty  made by or on behalf of the  Borrower  and/or any
Guarantor  relating to this  Amendment  or any of the other Loan  Documents,  as
modified by this Amendment  shall be true,  complete and correct in all material
respects  on and as of the  date  of  this  Amendment  and as of the  date  this
Amendment is actually executed and delivered.

                  (b) EXECUTED AMENDMENT.  The Borrower and the Guarantors shall
have delivered to the Agent duly authorized and fully executed originals of this
Amendment.

                  (c) EXECUTED  2004B  GUARANTOR  JOINDER.  The Borrower and the
Guarantors  shall have delivered to the Agent duly authorized and fully executed
originals  of the  2004B  Guarantor  Joinder,  satisfactory  to the Agent in all
respects, among other things, including CDLHC, CDLVP and VSI as Guarantors.

                  (d) NOTICE OF ACQUISITION. The Borrower shall have delivered a
Notice of Acquisition with respect to the Fair Grounds  Acquisition to the Agent
as required by the Credit Agreement.

                  (e)  COLLATERAL  DOCUMENTS  AND  OTHER  LOAN  DOCUMENTS.   The
Borrower and the Guarantors  shall have  delivered all Collateral  Documents and
other Loan Documents,  necessary to effectuate  this Amendment,  executed by the
Borrower,  the Guarantors  and/or the Obligors,  as the case may be,  including,
without limitation, all of the 2004B Collateral Documents.

                  (f)  COLLATERAL TO BE DELIVERED TO THE COLLATERAL  AGENT.  The
Borrower and the Guarantors shall deliver any and all Collateral  required to be
delivered to the Collateral  Agent,  including,  but not limited to, any and all
stock certificates of Video Services,  Inc., together with stock powers executed
in blank.

                  (g)  ACQUISITION  COMPLIANCE  CERTIFICATE.  The Borrower shall
have delivered an Acquisition  Compliance  Certificate  with respect to the Fair
Grounds  Acquisition  to the  Agent  not less  than  five (5) days  prior to the
closing of the Fair Grounds Acquisition.

                  (h)  CERTIFICATE  OF NO  DEFAULT  OR  UNMATURED  DEFAULT.  The
Borrower  shall have  delivered  a  certificate,  signed by the chief  financial
officer of the  Borrower,  substantially  in the form of EXHIBIT P to the Credit
Agreement.

                  (i)  INCUMBENCY  CERTIFICATES.  The Agent shall have  received
certificates  certifying  the  names  of the  Persons  of the  Borrower  and the
Guarantors  authorized to sign this  Amendment and the other Loan Documents that
each has signed or will sign in connection  with this  Amendment,  together with
the true signatures of such Persons.

                  (j)  RESOLUTIONS.  The Borrower and the Guarantors  shall have
delivered  certified  copies of  appropriate  resolutions  (1)  authorizing  the
execution of this  Amendment and any and all other  documents,  instruments  and
agreements referred to herein which are required to

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<PAGE>




be executed and delivered by the Borrower and the Guarantors as appropriate, and
(2) authorizing consummation of the transactions contemplated by this Amendment.

                  (k) PERSONAL  PROPERTY  SEARCHES.  The Collateral  Agent shall
have  received  reports of  searches of  personal  property of records  from the
appropriate  reporting  agencies listed on SCHEDULE 6(p) to this Amendment.  The
Collateral  Agent may obtain such reports but the  Borrower  shall pay all costs
associated with obtaining them. The reports of searches of the personal property
of records shall not disclose any security interest in CDLHC, CDLVP, VSI, Finish
Line and Fair  Grounds'  personal  property  other than the  Collateral  Agent's
security interest therein other than Permitted Liens.

                  (l)  REGULATORY  APPROVALS.  The Borrower  shall have provided
evidence satisfactory to the Agent of any regulatory approvals required from any
and all government  agencies to consummate the Fair Grounds  Acquisition  and/or
otherwise required pursuant to the Credit Agreement and/or this Amendment.

                  (m) THIRD PARTY CONSENTS.  The Borrower shall have provided to
the Agent all  material  third-party  consents  listed on SCHEDULE  6(q) to this
Amendment, and/or otherwise required to consummate the Fair Grounds Acquisition,
and/or  otherwise   required  pursuant  to  the  Credit  Agreement  and/or  this
Amendment.

                  (n) INSURANCE CERTIFICATES.  The Borrower shall have delivered
to the Agent insurance  certificates as described in Section 5.20 and 6.6(ii) of
the Credit Agreement.

                  (o) TERMINATION  STATEMENTS AND RELEASES. The Agent shall have
received  termination  and/or  releases  relating to claims,  liens and/or other
rights  regarding or that may otherwise  affect any of the Collateral other than
the liens and/or  security  interests  created in the  Collateral  Documents and
Permitted Encumbrances.

                  (p)  FINANCING  STATEMENTS.  The Borrower  and the  Guarantors
shall  authorize,  and do hereby  authorize,  the Collateral  Agent to file such
financing statements, amendments to financing statements, statutory declarations
or other documents for filing with public officials with respect to the Property
pledged in the 2004B Collateral Documents (including without limitation, fixture
financing statements) as the Collateral Agent may request.

                  (q) LEGAL  OPINIONS.  The Agent shall have  received the legal
opinion of Rebecca C. Reed,  Esq.,  General  Counsel  for the  Borrower  and the
Guarantors,  Wyatt,  Tarrant & Combs,  LLP as counsel for the  Borrower  and the
Guarantors, and the legal opinion of Lemle & Kelleher, special Louisiana counsel
to the  Borrower  and the  Guarantors,  addressed  to the Agent and the Lenders,
dated  the date this  Amendment  is  delivered,  in  scope,  form and  substance
satisfactory  to the  Agent and its  counsel,  and  addressing  the  matters  in
EXHIBITS A, B and C to this Amendment respectively, along with any other matters
required by the Agent.

                  (r) CLOSING OF FAIR GROUNDS  ACQUISITION.  The Borrower  shall
have provided copies of all of the Fair Grounds Acquisition  Documents certified
by either the Chief  Financial  Officer or Secretary of the Borrower to be true,
correct and complete, together with evidence

                                       9


<PAGE>




satisfactory  to the  Agent  of  closing  under  the  Fair  Grounds  Acquisition
Documents in accordance  with their terms and in compliance  with all applicable
laws,  rules and regulations,  including,  without  limitation,  Title 11 of the
United States Code (the  "Bankruptcy  Code") and the Federal Rules of Bankruptcy
Procedure (the "Bankruptcy Rules").

                  (s) TITLE  INSURANCE  POLICIES.  The Borrower  and  Guarantors
shall have delivered  title insurance  policies or an irrevocable  commitment to
issue policies in the form of Lender approved  pro-forma  policies,  in favor of
the  Collateral  Agent for the benefit of the Lenders,  in ALTA 1992 Form B Loan
Policy form without creditor's rights exceptions, and in amounts agreed upon and
acceptable  to the Agent,  with  premiums  paid  thereon,  delivered by the Loan
Parties,  issued by Stewart  Title  Guaranty  Company (the "Title  Insurer") and
insuring the Louisiana  Mortgages on fee property as valid first  priority Liens
upon the applicable Loan Parties' fee simple title to, or leasehold interest in,
the Real Property Collateral and all improvements and all appurtenances  thereto
(including  such easements and  appurtenances  as may be required by the Agent),
free and clear of any and all defects and encumbrances whatsoever,  subject only
to such exceptions as may be approved in writing by the Agent, with endorsements
thereto as to such  matters as the Agent may  designate,  purchased  by the Loan
Parties  on the  closing  date  for  each  of  the  Louisiana  Mortgages  on fee
properties.

                  (t)   ENVIRONMENTAL   AUDITS  AND/OR  PHASE  I   ENVIRONMENTAL
ASSESSMENTS.  The  Borrower  and the  Guarantors  shall have  delivered  Phase I
environmental  assessments  performed on each parcel of real property  listed on
SCHEDULE  6(o)  to this  Amendment,  with  the  results  of  such  environmental
assessments  satisfactory to the Agent in its discretion.  In the event Phase II
assessments,  contamination  assessment reports or remediation action plans have
been  prepared  for any real  property  listed on  SCHEDULE  6(o),  such  plans,
assessments and reports, including recent updates and data submissions, shall be
provided to Agent and must be satisfactory  to Agent in its discretion.  Without
limiting the foregoing,  such assessments  shall be performed in accordance with
ASTM 1527 E standards for environmental  assessments and shall determine whether
there are any Recognized Environmental Conditions (as defined in such standards)
on the real property listed on SCHEDULE 6(o),  provide the historical  ownership
and use of the real property  listed on SCHEDULE 6(o),  describe the current use
of the real property listed on SCHEDULE 6(o), provide any information  available
in EPA records and state EPA records on previous  investigations and litigation,
describe any adjacent  properties which have been or could be potential hazards,
and  locations  of  equipment  containing  PCBs and  provide  a  conclusion  and
recommendation  statement.  If any of the real property  listed on SCHEDULE 6(o)
contains any Hazardous  Materials (other than materials used by the Loan Parties
from time to time in the ordinary course of business), that might be potentially
Hazardous Materials if not handled,  stored,  and/or used in accordance with all
relevant  Environmental  Laws, rules and/or  regulations  dealing with Hazardous
Materials  or  potentially  Hazardous  Materials,  but only to the  extent it is
actually handled, stored and used in connection with all such Laws, rules and/or
regulations) or, in the Agent's  discretion the real property listed on SCHEDULE
6(o) has been adversely affected by any Hazardous  Materials or substances,  the
Lenders shall be excused from any obligation to provide the Credit Extensions.

                  (u) SURVEY.  The Borrower shall have delivered a survey of the
property listed on SCHEDULE 6(m) to this Amendment not later than three (3) days
prior to the date of this

                                       10


<PAGE>



Amendment.  Such survey  shall be prepared by surveyor  listed on such  SCHEDULE
6(m).  Such survey shall be  reasonably  satisfactory  to the Agent and shall be
certified to the Collateral Agent, each Lender and the Title Insurer. The survey
shall  evidence to the  satisfaction  of the Agent that all of the real property
listed on  SCHEDULE  6(m)  included in the  applicable  Mortgage is owned by the
applicable  Loan  Party  free  and  clear  of  encroachments  onto  or by  other
properties,   defects  of  title,   observable  violations  of  restrictions  or
encroachments  into easements  except for Permitted  Liens, and be sufficient to
allow the Title Insurer to issue loan policies without survey exceptions.

                  (v)  AMENDMENT OF NOTE  PURCHASE  AGREEMENTS.  The Agent shall
have  received  signed  copies  of all of the  documents  relating  to the First
Amendment  Agreement to Note Purchase  Agreements  and the  Subsidiary  Guaranty
Supplement to Subsidiary Guaranty Agreement (collectively,  the "Term Note First
Amendment  Documents")  certified by either the Chief  Financial  Officer or the
Secretary  of the  Borrower to be true,  correct  and  complete,  together  with
evidence  satisfactory to the Agent that all of the conditions  precedent to the
First  Amendment  Agreement to Note Purchase  Agreements and the other Term Note
First  Amendment  Documents  have  been  satisfied,  and  such  First  Amendment
Agreement  to Note  Purchase  Agreements  and other  Term Note  First  Amendment
Documents have become effective.

                  (w) AGENT'S COSTS AND EXPENSES.  The Borrower  shall have paid
to the Agent the Agent's fees and  expenses as of the date of this  Agreement in
accordance  with  Section 9 of this  Amendment  and  Section  9.6 of the  Credit
Agreement.

                  (x) PAYMENT OF CERTAIN FEES.  The Borrower  shall have paid to
the Agent, JP Morgan and each applicable  Lender the fees required by Section 10
of this Amendment.

                  (y)  CONSENTS  UNDER THE  COLLATERAL  SHARING  AGREEMENT.  The
Collateral Agent shall have received any required consents and/or  authorization
from the Lenders and Term Note Purchasers under the Collateral Sharing Agreement
through the 2004B Consent Joinder and Reaffirmation or otherwise satisfactory to
the Agent..

                  (z)  ESTOPPEL   CERTIFICATE  AND   SUBORDINATION   AGREEMENTS.
Estoppel   Certificates  and  Subordination,   Non-Disturbance   and  Attornment
Agreements  from such  tenants at the Real  Property  Collateral  as Agent shall
require.

                  (aa) OTHER DOCUMENTS. The Borrower shall have delivered to the
Agent any and all other  agreements,  instruments and documents as the Agent may
reasonably  have requested in order to further  protect its security or evidence
compliance by the Borrower and /or any other Loan Party with this  Amendment and
the other Loan Documents.


         7. REAFFIRMATIONS AND CONSENTS. The Borrower and the Guarantors:

                  (a) CONSENT. Consent to the transactions  contemplated in this
Amendment.

                                       11


<PAGE>




                  (b) REAFFIRM.  Reaffirm their respective obligations under any
and all of the Loan Documents and any and all other agreements,  instruments and
documents  to which any of them is a party and under  which any  Lender  has any
rights  or  obligations  and  which  is or may  be  related  in  any  way to the
agreements,   instruments  and  documents  mentioned  in  or  affected  by  this
Amendment, or the Credit Agreement or any of the other Loan Documents as amended
by this Amendment.

                  (c) AGREE. Agree that all of the Loan Documents remain in full
force and effect, as expressly modified or altered by or in connection with this
Amendment.

         8. REPRESENTATIONS AND WARRANTIES.  To induce the Lenders and the Agent
to enter into this  Amendment,  the Borrower and the  Guarantors  agree that the
representations  and  warranties  made by the Loan Parties,  as set forth in the
Credit  Agreement  as  amended  by this  Amendment,  are  hereby  remade and are
incorporated  by reference into this  Amendment as if set out in full,  PROVIDED
that Schedules 1, 2, 3, 2.3.1,  5.22,  5.23,  5.24,  5.25,  5.26 and 6.22 to the
Credit Agreement are amended, restated and replaced by Schedules 1, 2, 3, 2.3.1,
5.22,  5.23,  5.24,  5.25, 5.26 and 6.22 to the Amendment,  respectively.  It is
understood and agreed that any representation or warranty which operates as of a
specific  date by its terms shall be required to be true and correct  only as of
such specific date with respect to that operation.

         9. COSTS AND EXPENSES.  The Borrower  agrees to reimburse the Agent for
the costs and expenses  incurred by the Agent and the Lenders in connection with
the transactions contemplated by this Amendment,  including, but not limited to,
the reasonable fees and  disbursements  of counsel for the Agent and the Lenders
incurred in preparing this  Amendment and the documents to be executed  pursuant
to this Amendment all in accordance with Section 9.6 of the Credit Agreement.

         10. CERTAIN FEES.

                  (a) The  Borrower  shall  pay each  Lender  who signs a Lender
Consent and  Direction  authorizing  and  directing the Agent to enter into this
Amendment and related documents a one time amendment fee in the amount of 0.125%
of such Lender's Commitment amount.

                  (b) The  Borrower  shall pay to JP  Morgan  the fees and other
amounts required by the fee letter dated September 23, 2004, among the Borrower,
the Agent and JP Morgan.

         11. BREACH OF THIS AMENDMENT.  Any failure of the Borrower or any other
Loan Party to observe and perform all of the terms, conditions and provisions of
this Amendment, which is not remedied within five days after written notice from
Agent or any Lender, shall constitute a Default.

         12. MISCELLANEOUS.

                  (a)  ENTIRE  AGREEMENT.  This  Amendment  and the  agreements,
instruments  and other  documents  referred  to  herein,  constitute  the entire
agreement of the parties with respect to,


                                       12

<PAGE>




and  supersede  all prior  understandings  of the parties  with  respect to, the
subject  matter  hereof and  thereof.  No  change,  modification,  addition,  or
termination of this Amendment shall be enforceable  unless in writing and signed
by the party against whom enforcement is sought.

                  (b) GOVERNING LAW. This Amendment and the related writings and
the respective  rights and  obligations of the parties shall be governed by, and
construed and enforced in accordance with, the laws (without regard to conflicts
of laws rules) of the Commonwealth of Kentucky, except to the extent the laws of
any other  state,  province or country  where  security for the Loans is located
dictate that the laws of such other state,  province or country shall govern the
enforcement of the rights of the Agent or any Lender in such security.

                  (c) COUNTERPARTS. Each party to this Amendment may sign upon a
separate copy, in which case one  counterpart of this Amendment shall consist of
enough of such signed  copies to reflect the  signature  of all parties  hereto.
This Amendment may be executed in two or more counterparts,  each of which shall
be deemed an  original,  and it shall not be  necessary  in making proof of this
Amendment  or the terms  hereof to produce or account  for more than one of such
counterparts.

                  (d) HEADINGS.  The headings used in this  Amendment  have been
included  solely  for ease of  reference  and  shall  not be  considered  in the
interpretation or construction of this Amendment.

                  (e)  SEVERABILITY.  If any court shall finally  determine that
any part, term or provision of this Amendment is in any way unenforceable,  such
part,  term or provision  shall be reduced to the extent  necessary to make such
provision enforceable to the greatest extent allowed by law. Consistent with the
foregoing,  if any  provision  of this  Amendment  or its  application  shall be
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability  of all other  applications  of that  provision  and of all other
provisions and  applications  of this Amendment shall not in any way be affected
or impaired.

                  (f) BINDING EFFECT.  This Amendment shall be binding upon, and
shall inure to the benefit of, the Lenders,  the Agent,  the  Borrower,  and the
other Loan Parties, as well as their respective successors and assigns. Pursuant
to the provisions of Section 8.2 of the Credit Agreement,  the Agent enters into
this Amendment with the consent in writing of the Required Lenders. Accordingly,
this  Amendment  amends the Credit  Agreement and other Loan Documents as and to
the extent provided herein and is binding upon all of the Lenders.

                  (g) NO WAIVER OR COURSE OF DEALING. The execution and delivery
of this Amendment by the Lenders and the Agent does not waive any right that the
Lenders or the Agent might have under any of the Loan  Documents  except for the
specific  modifications,  waivers,  and amendments  contained in this Amendment.
Neither this Amendment,  nor earlier  amendments or  modifications of any of the
Loan Documents,  creates any course of dealing among the Lenders, the Agent, the
Loan Parties or any other Person, and none of the foregoing nor any other Person
should  infer that the Agent or any  Lender  will enter into any other or future
amendment or  modification  of any of the Loan Documents in the future,  whether
similar or dissimilar to this Amendment.

                                       13


<PAGE>




                  (h)  CHOICE  OF LAW.  THE LOAN  DOCUMENTS  (OTHER  THAN  THOSE
CONTAINING A CONTRARY  EXPRESS  CHOICE OF LAW  PROVISION)  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.

                  (i)  CONSENT  TO   JURISDICTION.   THE  LOAN  PARTIES   HEREBY
IRREVOCABLY  SUBMIT  TO THE  NON-EXCLUSIVE  JURISDICTION  OF ANY  UNITED  STATES
FEDERAL OR COMMONWEALTH OF KENTUCKY COURT SITTING IN LOUISVILLE, KENTUCKY IN ANY
ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT(S) AND THE
LOAN PARTIES HEREBY  IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
OR  PROCEEDING  MAY BE HEARD AND  DETERMINED  IN ANY SUCH COURT AND  IRREVOCABLY
WAIVE ANY OBJECTION  THEY MAY NOW OR HEREAFTER  HAVE AS TO THE VENUE OF ANY SUCH
SUIT,  ACTION OR  PROCEEDING  BROUGHT  IN SUCH A COURT OR THAT SUCH  COURT IS AN
INCONVENIENT  FORUM.  NOTHING  HEREIN  SHALL  LIMIT THE RIGHT OF THE AGENT,  THE
COLLATERAL AGENT, THE LC ISSUER OR ANY LENDER TO BRING  PROCEEDINGS  AGAINST ANY
LOAN PARTY IN THE COURTS OF ANY OTHER  JURISDICTION.  ANY JUDICIAL PROCEEDING BY
ANY LOAN PARTY  AGAINST THE AGENT,  THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE
OF THE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER  IN ANY WAY  ARISING  OUT OF,  RELATED  TO,  OR  CONNECTED  WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN LOUISVILLE, KENTUCKY.

                                       14

<PAGE>


                  (j) WAIVER OF JURY TRIAL.  EACH LOAN PARTY,  THE AGENT, THE LC
ISSUER AND EACH LENDER  HEREBY  WAIVE TRIAL BY JURY IN ANY  JUDICIAL  PROCEEDING
INVOLVING,  DIRECTLY  OR  INDIRECTLY,  ANY  MATTER  (WHETHER  SOUNDING  IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,  RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



             [THE BALANCE OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]

                                       15

<PAGE>



         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Amendment as of the date set forth in the preamble  hereto,  but actually on the
dates set forth below.

                                   CHURCHILL DOWNS INCORPORATED

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   GUARANTORS:

                                   CHURCHILL DOWNS MANAGEMENT
                                   COMPANY

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CHURCHILL DOWNS INVESTMENT
                                   COMPANY

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   RACING CORPORATION OF AMERICA

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                       16

<PAGE>


                                   CALDER RACE COURSE, INC.

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   TROPICAL PARK, INC.

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CHURCHILL DOWNS CALIFORNIA
                                   COMPANY

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CHURCHILL  DOWNS  CALIFORNIA
                                   FALL  OPERATING COMPANY

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   ARLINGTON PARK RACECOURSE, LLC

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004

                                       17

<PAGE>


                                   ARLINGTON MANAGEMENT
                                   SERVICES, LLC

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   ARLINGTON OTB CORP.

                                   By /s/ MARY ANN GUENTHER

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   QUAD CITY DOWNS, INC.

                                   By /s/ MARY ANN GUENTHER

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CDIP, LLC

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CDIP HOLDINGS, LLC

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004

                                       18

<PAGE>



                                   ELLIS PARK RACE COURSE, INC.

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CHURCHILL DOWNS LOUISIANA
                                   HORSERACING COMPANY, L.L.C.


                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CHURCHILL DOWNS LOUISIANA
                                   VIDEO POKER COMPANY, L.L.C.


                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   VIDEO SERVICES, INC.


                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004

                                       19

<PAGE>



                                   BANK ONE, NA,
                                   as a Lender and as Agent


                                   By  /s/ H. JOSEPH BRENNER
                                             H. Joseph Brenner
                                             First Vice President

                                   Date: October 13, 2004




                                       20


<PAGE>


                                PRICING SCHEDULE
<TABLE>
<CAPTION>
<S>                   <C>        <C>         <C>          <C>          <C>           <C>          <C>

=================  ==========  ==========  ===========  ===========  ==========  ===========  ============
APPLICABLE          LEVEL I     LEVEL II    LEVEL III    LEVEL IV     LEVEL V     LEVEL VI     LEVEL VII
MARGIN              STATUS      STATUS      STATUS       STATUS       STATUS      STATUS       STATUS
- -----------------  ----------  ----------  -----------  -----------  ----------  -----------  ------------
EURODOLLAR RATE     1.25%       1.50%       1.75%        2.25%        2.50%       2.75%        3.00%
- -----------------  ----------  ----------  -----------  -----------  ----------  -----------  ------------
FLOATING RATE       0%          0%          0.25%        .75%         1.00%       1.25%        1.50%
=================  ==========  ==========  ===========  ===========  ==========  ===========  ============

=================  ==========  ==========  ===========  ===========  ==========  ===========  ============
APPLICABLE          LEVEL I     LEVEL II    LEVEL III    LEVEL IV     LEVEL V     LEVEL VI     LEVEL VII
FEE RATE            STATUS      STATUS      STATUS       STATUS       STATUS      STATUS       STATUS

COMMITMENT FEE      .25%        .30%        .375%        .50%         .50%        .50%         .50%
=================  ==========  ==========   ===========  ==========  ==========  ===========  ============

</TABLE>

         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 2.00 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
less than 2.50 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 less than 3.00 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,  Level II Status,  Level III
Status and (ii) the Leverage Ratio is less than 3.50 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,  Level II Status,  Level III
Status,  or Level IV Status,  and (ii) the  Leverage  Ratio is less than 4.00 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,  Level II Status,  Level III
Status,  Level IV Status,  Level V Status,  and (ii) the Leverage  Ratio is less
than 4.50 to 1.00.

                                       21

<PAGE>




         "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.

                                       22

<PAGE>


Exhibits  and  schedules  to the 2004B  Amendment  to Loan  Documents  have been
intentionally  omitted because they are not material.  The registrant  agrees to
furnish such omitted  exhibits and schedules  supplementally  to the  Commission
upon request.

                                       23

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>cdamdnotepuragt.txt
<TEXT>
                                                                   EXHIBIT 10.2

                                                                Execution Copy








================================================================================







                          CHURCHILL DOWNS INCORPORATED


                            FIRST AMENDMENT AGREEMENT


                          Dated as of October 14, 2004


                                       to


                            NOTE PURCHASE AGREEMENTS


                            Dated as of April 3, 2003



     Re: $100,000,000 Floating Rate Senior Secured Notes Due March 31, 2010








================================================================================

<PAGE>



                                Table of Contents

SECTION             HEADING                                                PAGE

SECTION 1.    OMNIBUS AMENDMENT....................................... .......1


SECTION 2.    ADDITIONAL AMENDMENTS TO EXISTING NOTE PURCHASE
              AGREEMENTS......................................................2


SECTION 3.    CONDITIONS PRECEDENT............................................7


SECTION 4.    REPRESENTATIONS AND WARRANTIES..................................11


SECTION 5.    REAFFIRMATIONS AND CONSENTS.....................................13


SECTION 6.    CERTAIN LICENSES................................................13


SECTION 7.    BREACH OF THIS FIRST AMENDMENT AGREEMENT........................14


SECTION 8.    MISCELLANEOUS...................................................14


Signatures....................................................................15



SCHEDULE A          -      Holders
SCHEDULE I

EXHIBIT A           -      Form of legal opinion of Rebecca C. Reed, Esq.
EXHIBIT B           -      Form of legal opinion of Wyatt, Tarrant & Combs, LLP
EXHIBIT C           -      Form of legal opinion of Lemle & Kelleher
EXHIBIT D           -      Form of legal opinion related to licenses
SCHEDULE 3(a)       -      Louisiana Properties
SCHEDULE 3(i)       -      Searches
SCHEDULE 3(k)       -      Consents
SCHEDULE 3(s)       -      Real Property
SCHEDULE 3(t)       -      Surveyors
SCHEDULE 3(w)       -      Real Property Collateral




<PAGE>









                            FIRST AMENDMENT AGREEMENT
                                       TO


             Re:     NOTE PURCHASE AGREEMENTS DATED AS OF APRIL 3, 2003



                                                                    Dated as of
                                                               October 14, 2004
To each of the holders
listed in Schedule A to
this First Amendment Agreement


Ladies and Gentlemen:

     Reference is made to (i) the separate Note Purchase  Agreements  each dated
as of April 3, 2003 (the  "EXISTING  NOTE PURCHASE  AGREEMENTS"  and, as amended
hereby, the "NOTE PURCHASE AGREEMENTS"),  among Churchill Downs Incorporated,  a
Kentucky  corporation  (the  "COMPANY") and the  purchasers  named on Schedule A
attached  thereto,  respectively and (ii) the $100,000,000  aggregate  principal
amount of Floating Rate Senior Secured Notes,  due March 31, 2010 of the Company
(the "NOTES").

     For good and valuable  consideration,  the receipt and sufficiency of which
are  hereby  acknowledged,   the  Company  requests  the  amendment  of  certain
provisions of the Existing Note Purchase Agreements as hereinafter provided.

     Upon your  acceptance  hereof in the manner  hereinafter  provided and upon
satisfaction  of all conditions to the  effectiveness  hereof and receipt by the
Company  of  similar  acceptances  from the  holders  of the  Notes,  this First
Amendment Agreement shall constitute a contract between us amending the Existing
Note Purchase  Agreements  and Notes,  in each case, as of October 14, 2004, but
only in the respects hereinafter set forth:

SECTION 1.     OMNIBUS AMENDMENT.

     In the event that as of the last day of any fiscal  quarter of the Company,
the  Leverage  Ratio for the then  most-recently  ended four fiscal  quarters is
equal to or greater than 4.00 to 1.00, the Adjusted LIBOR Rate applicable to the
immediately  succeeding  3 month period shall be defined as LIBOR plus 280 basis
points.  In the event that the Leverage Ratio for the then  most-recently  ended
four  fiscal  quarters is equal to or greater  than 3.50 to 1.00,  but less than
4.00 to 1.00, the Adjusted LIBOR Rate applicable to the immediately succeeding 3
month period shall be defined as LIBOR plus 230 basis points.  In the event that
the Leverage Ratio for the then most-recently ended four fiscal quarters is less
than  3.50 to 1.00,  the  Adjusted  LIBOR  Rate  applicable  to the  immediately
succeeding 3 month period shall be defined as LIBOR plus 155 basis  points.  The
Obligors and each of the holders  acknowledge that the Note Purchase  Agreements
and the Notes shall be and are hereby amended to  incorporate  the provisions of
this



<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



Section  1.  Notwithstanding  anything  contained  herein to the  contrary,  the
Adjusted  LIBOR Rate  applicable  to the Notes for the 3 month period  beginning
January 1, 2005  shall be LIBOR plus 280 basis  points.  For each  subsequent  3
month period  beginning  April 1, 2005,  the Leverage  Ratio shall be determined
pursuant to financial  statements and certificates by a Senior Financial Officer
delivered  to the holders in  accordance  with  Sections 7.1 and 7.2 of the Note
Purchase  Agreements.  If the Company fails to deliver such financial statements
and/or  certificates  as required  pursuant to such  Sections  7.1 and 7.2,  the
Adjusted  LIBOR Rate shall be defined as LIBOR plus 280 basis  points until five
days after such financial statements and certificates are so delivered.

SECTION 2.     ADDITIONAL AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENTS.

     SECTION 2.1 Section 10.5(a) of the Existing Note Purchase Agreements
shall be and is hereby amended in its entirety to read as follows:

          "The Company will not permit the Leverage Ratio,  determined as of the
          end of  each  of its  fiscal  quarters,  of  (i)  Consolidated  Funded
          Indebtedness,  as adjusted by the Seasonal  Borrowing Needs Adjustment
          in appropriate fiscal quarters,  to (ii) Consolidated  Adjusted EBITDA
          for the then  most-recently  ended four fiscal  quarters to be greater
          than:

                LEVERAGE RATIO                  PERIOD
                  5.00 to 1.00       October 14, 2004 through June 29, 2005
                  4.25 to 1.00       June 30, 2005 through June 29, 2006
                  3.75 to 1.00       June 30, 2006 through June 29, 2007
                  3.50 to 1.00       June 30, 2007 and thereafter"

     SECTION 2.2. Section 11(f) of the Existing Note Purchase Agreements
shall be and is hereby amended in its entirety to read as follows:

      " (f) (i) the Company or any  Subsidiary is in default (as principal or as
      guarantor or other  surety) in the payment of any  principal of or premium
      or make-whole  amount (including any LIBOR Breakage Amount) or interest on
      any Indebtedness  that is outstanding in an aggregate  principal amount of
      at least  $15,000,000  beyond any period of grace  provided  with  respect
      thereto,  or (ii) the  Company  or any  Subsidiary  is in  default  in the
      performance  of or  compliance  with  any  term  of  any  evidence  of any
      Indebtedness  in an  aggregate  outstanding  principal  amount of at least
      $15,000,000  or of any  mortgage,  indenture or other  agreement  relating
      thereto  or any  other  condition  exists,  and as a  consequence  of such
      default or condition such  Indebtedness  has become,  or has been declared
      (or one or more persons are entitled to declare such  Indebtedness to be),
      due and  payable  before  its  stated  maturity  or before  its  regularly
      scheduled dates of payment, or (iii) as a consequence of the occurrence or
      continuation of any event or condition  (other than the passage of time or
      the right of the holder of Indebtedness to convert such  Indebtedness into
      equity interests), (x) the Company or any Subsidiary has become


                                       -2-

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Churchill Downs Incorporated                           First Amendment Agreement



      obligated to purchase or repay Indebtedness before its regular maturity or
      before  its  regularly   scheduled   dates  of  payment  in  an  aggregate
      outstanding  principal amount of at least $15,000,000,  or (y) one or more
      Persons  have the right to require  the  Company or any  Subsidiary  so to
      purchase or repay such Indebtedness; or"

     SECTION 2.3.  Schedule B to the Existing Note Purchase  Agreements shall be
and is hereby amended by adding or replacing the following  definitions  thereto
in alphabetical order:

      "ADJUSTED  EBITDA" of any person for any period  means the EBITDA for that
Person for that period  adjusted on a pro forma basis for the EBITDA of acquired
or  divested  operations,  provided  that any  EBITDA  of  CDLHC,  CDLVP and VSI
(whether positive or negative) for any period prior to October 14, 2004 will not
be included in the Adjusted EBITDA of those entities.

      "CDLHC" means Churchill Downs Louisiana  Horseracing  Company,  L.L.C.,  a
Louisiana limited liability company

      "CDLVP" means Churchill Downs  Louisiana  Video Poker Company,  L.L.C.,  a
Louisiana limited liability company.

      "COLLATERAL  DOCUMENTS"  means,  collectively,  all  of  the  instruments,
documents  and  agreements  pursuant  to which  any  Person  grants a Lien on or
security  interest in all or any portion of the Collateral,  including,  without
limitation,  those  documents  referred  to in Section  6.25 of the Bank  Credit
Agreement,  including,  without limitation,  all pledge and security agreements,
mortgages,  assignments  of patents,  trademarks  and  copyrights,  the Negative
Pledge  Agreement,  the  Intercompany  Subordination  Agreement,  the Collateral
Sharing Agreement,  the 2004B Collateral Documents,  and all other documents and
instruments  executed as security for any  obligations  of any Obligor under any
Financing   Agreement  and  any  other  agreements,   documents  or  instruments
guaranteeing  or securing any  obligations  of any Obligor  under any  Financing
Agreement.

      "CONSOLIDATED  ADJUSTED  EBITDA"  for any  period  means the  consolidated
Adjusted  EBITDA  of  all of the  Obligors  for  that  period,  consolidated  in
accordance  with GAAP.  The  EBITDA of the  Excluded  Subsidiaries  shall not be
included in Consolidated Adjusted EBITDA.

      "CONSOLIDATED  FUNDED INDEBTEDNESS" means at any time the aggregate dollar
amount of  Consolidated  Indebtedness  which has  actually  been  funded  and is
outstanding  at such time,  whether or not such amount is due or payable at such
time.

      "CONSOLIDATED  INDEBTEDNESS"  means at any time  the  Indebtedness  of the
Obligors  calculated on a consolidated  basis as of such time in accordance with
GAAP.

      "EBITDA"  for any  Person  for any  period  of  determination  means  that
Person's net income plus, to the extent  deducted  from revenues in  determining
net income, (i) interest expense, (ii) expense for taxes paid or accrued,  (iii)
depreciation, (iv) amortization, (v) extraordinary losses incurred other than in
the ordinary course of business, and (vi) in the

                                      -3-

<PAGE>



Churchill Downs Incorporated                          First Amendment Agreement


case of Ellis Park Race Course,  Inc., (a) the impairment  charge  deducted from
the net income of Ellis Park Race Course, Inc. with respect to the fourth fiscal
quarter in 2002,  and (b) the  lesser of (1) the  one-time  non-cash  impairment
charge,  if any,  deducted  from the net income of Ellis Park Race Course,  Inc.
with  respect to either the third  fiscal  quarter in 2004 or the fourth  fiscal
quarter in 2004 (but not both quarters), or (2) $6,200,000; minus, to the extent
included in net income, that Person's extraordinary gains realized other than in
the ordinary  course of business,  in each case for such period  determined,  in
accordance with GAAP.

      "EXCLUDED ENTITIES" means any corporation,  partnership, limited liability
company or other Person in which the Obligors hold an ownership interest, either
directly or indirectly, and which is not an Obligor.

      "EXCLUDED SUBSIDIARIES" means any Excluded Entity which is a Subsidiary of
the Company.  The Excluded  Subsidiaries on the date of the closing of the First
Amendment   Agreement  are  Hoosier  Park,   L.P.,   Churchill  Downs  Simulcast
Productions,  LLC  (formerly  known as  Charlson  Broadcast  Technologies  LLC),
Churchill  Downs  Pennsylvania   Company  (formerly  known  as  Churchill  Downs
California  Foodservices Company),  Tracknet,  LLC, and Anderson Park, Inc. Fair
Grounds  International Venture L.L.C., a Louisiana limited liability Company, F.
G. Staffing  Services,  Inc., a Louisiana  corporation and Charlson  Industries,
Inc., an Ohio  corporation  shall become  Excluded  Subsidiaries on the date the
Fair Grounds Acquisition is effected.

      "FAIR GROUNDS" means Fair Grounds Corporation, a Louisiana corporation.

      "FAIR GROUNDS  ACQUISITION"  means the  acquisition  of the assets of Fair
Grounds and Finish Line and the stock of VSI.

      "FAIR  GROUNDS  ACQUISITION  DOCUMENTS"  shall  mean all of the  documents
through which the Fair Grounds  Acquisition is consummated,  including,  without
limitation,  (a) the Third Amended Plan of  Reorganization,  filed in the United
States  Bankruptcy Court for the Eastern District of Louisiana,  Bankruptcy Case
No 03-16222, by Fair Grounds, as Debtor and Debtor-in-possession; (b) the Order,
dated September 28, 2004,  entered by the United States Bankruptcy Court for the
Eastern  District of Louisiana in Bankruptcy  Case No 03-16222,  confirming  the
Third Amended Plan of  Reorganization  of Fair Grounds;  (c) the Asset  Purchase
Agreement, dated as of August 31, 2004, as amended by the First Amendment, dated
as September 17, 2004,  among the Company,  on behalf of one of its wholly owned
subsidiary to be formed,  Fair Grounds and the Company;  (d) the Asset  Purchase
Agreement,  dated as of October 14, 2004, between CDLHC and Finish Line; and (e)
the Stock  Purchase  Agreement,  dated October 14, 2004,  between CDLVP , Steven
Rittvo, Ralph Capitelli, T. Cary Wicker III and Louisiana Ventures, Inc.

      "FAIR  GROUNDS  ASSIGNMENT  AND  SUBORDINATION  OF  LEASE  AND  MANAGEMENT
AGREEMENT"  means the  Assignment  and  Subordination  of Lease  and  Management
Agreement,  dated as of October 14, 2004,  between CDLHC, as Landlord,  and Fair
Grounds, as Tenant.

                                      -4-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



      "FINANCING  STATEMENT" shall mean financing statements of the Company or a
Guarantor,  naming the Company or such  Guarantor  as debtor and the  Collateral
Agent as secured party as amended from time to time.

      "FINISH LINE" means Finish Line Management Corp., a Louisiana corporation.

      "FIRST AMENDMENT  AGREEMENT" means the First Amendment  Agreement dated as
of October 14, 2004 to Note Purchase Agreements dated as of April 3, 2003 by and
among the Company, the Guarantors and the holders.

      "JAZZ FEST SUBORDINATION  AGREEMENT AND ESTOPPEL" means the Subordination,
Non-disturbance  and Attornment  Agreement dated as of October 14, 2004, between
The New Orleans Jazz and Heritage Foundation, Inc. as Tenant, and the Collateral
Agent as  mortgagee  under  the  Mortgage  defined  therein,  together  with the
Estoppel  Certificate by The New Orleans Jazz and Heritage  Foundation,  Inc. in
favor of the Collateral Agent.

      "KELLEY NOTE" means that certain  Convertible  Promissory Note dated on or
about  October 14, 2004  issued by the  Company in favor of Brad M.  Kelley,  an
individual.

      "LEVERAGE  RATIO" means, as of any date of  calculation,  the ratio of (i)
Consolidated Funded  Indebtedness  outstanding on such date to (ii) Consolidated
Adjusted  EBITDA,  in each instance  computed in accordance with Section 10.5(a)
and GAAP.

      "LOUISIANA  MORTGAGES"  means  the  Mortgages,  Assignments  of Rents  and
Security  Agreements  dated as of October 14, 2004 and the Leasehold  Mortgages,
Assignments  of Rents and Security  Agreements  dated as of October 14, 2004 and
Deeds of Trust dated as of October 14, 2004  encumbering  the  Obligors'  fee or
leasehold  interest in those  properties  listed on  Schedule  3(a) of the First
Amendment  Agreement  and  delivered  by each of the  applicable  Obligors  with
respect to each of the parcels of real  property  listed on Schedule 3(a) to the
Collateral  Agent for the  benefit of the  holders,  subject to the terms of the
Collateral  Sharing Agreement,  as they may be amended and/or  supplemented from
time to time.

      "LOUISIANA TITLE INSURER" means Stewart Title Guaranty.

      "REAL PROPERTY" means,  collectively,  each of the parcels of owned and/or
leased real property of any of the Obligors,  all of which is listed on Schedule
3(w).

      "REAL  PROPERTY  COLLATERAl"  means  each of the  parcels  of  owned  Real
Property listed on Schedule 3(w) except as set forth on such Schedule.

      "SEASONAL   BORROWING  NEEDS   ADJUSTMENT"  means  the  reduction  of  the
Consolidated  Funded  Indebtedness as of the end of (i) the first fiscal quarter
of the Company's fiscal year 2005 by $25,000,000,  (ii) the first fiscal quarter
of the Company's fiscal year 2006 by $25,000,000, (iii) the first fiscal quarter
of the Company's fiscal years 2007, 2008, 2009 and 2010 by $25,000,000.


                                      -5-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



      "2004B  AMENDMENT  TO THE PLEDGE AND SECURITY  AGREEMENT"  means the 2004B
Amendment to Pledge and Security Agreement,  dated as of October 14, 2004, among
the applicable Obligors and the Collateral Agent for the benefit of the holders,
subject to the provisions of the Collateral  Sharing  Agreement,  as they may be
amended and/or supplemented from time to time.

      "2004B  ASSIGNMENTS  OF  PATENT,  TRADEMARKS  AND  COPYRIGHTS"  means  the
Assignment of Patent,  Trademarks and Copyrights,  dated as of October 14, 2004,
executed by CDIP,  LLC in favor of the  Collateral  Agent and the  Assignment of
Patent,  Trademarks and  Copyrights,  dated as of October 14, 2004,  executed by
CDLHC, in favor of the Collateral Agent.

      "2004B BANK AMENDMENT" means the 2004B Amendment to Loan Documents,  dated
as of October 14, 2004, among Bank One, NA,  headquartered in Chicago,  Illinois
(successor by merger to Bank One, Kentucky,  NA) a national banking  association
with an office in Louisville,  Kentucky,  as contractual  representative for the
Banks as provided in the Bank Credit  Agreement as agent, the Guarantors and the
Company.

      "2004B COLLATERAL DOCUMENTS" means, collectively,  all of the instruments,
documents  and  agreements  pursuant  to which any Person  grants a Lien on or a
security interest in all or any portion of any Collateral  pursuant to the First
Amendment  Agreement and/or 2004B Bank Amendment,  including without limitation,
those  documents  referenced  in  Sections  6.25  and  6.29 of the  Bank  Credit
Agreement,  including without limitation,  the 2004B Amendment to the Pledge and
Security  Agreement,  the  2004B  Louisiana  Addendum  to  Pledge  and  Security
Agreement (as defined in the 2004B Amendment to Pledge and Security  Agreement),
the 2004B Consent Joinder and Reaffirmation,  the Louisiana Mortgages, the 2004B
Assignments of Patents,  Trademarks and Copyrights,  the Fair Grounds Assignment
and Subordination of Lease and Management Agreement, the Jazz Fest Subordination
Agreement  and  Estoppel  and all other  documents  or  instruments  executed as
security  for the  obligations  of any  Obligor  in  connection  with the  First
Amendment  Agreement  and/or 2004B Bank Amendment from time to time, as they may
be amended and/or supplemented from time to time.

      "2004B  CONSENT  JOINDER AND  REAFFIRMATION"  shall mean the 2004B Consent
Joinder and  Reaffirmation,  dated October 14, 2004, among the Collateral Agent,
the Company and the Guarantors.

      "2004B GUARANTOR JOINDER" shall mean the Guarantor Joinder,  dated October
14, 2004, among the Collateral Agent, the Company and the Guarantors.

      "VSI" means Video Services, Inc., a Louisiana corporation.

     SECTION 2.4.  Schedule B of the Existing Note Purchase  Agreements shall be
and is hereby  amended by  deleting  the  following  definitions:  "Consolidated
Funded Debt," "Consolidated Operating Cash Flow," and "Monetary Default".

                                      -6-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



SECTION 3.     CONDITIONS PRECEDENT.

     This First Amendment  Agreement shall not become effective until, and shall
become  effective on, the Business Day (the  "EFFECTIVE  DATE") when each of the
following conditions shall have been satisfied:

          (a) Each holder shall have  received this First  Amendment  Agreement,
     duly authorized and fully executed by the Company and the Guarantors.

          (b) The holders shall have consented to this First Amendment Agreement
     as evidenced by their execution thereof.

          (c) Each and every representation and warranty made by or on behalf of
     the Company and/or any Guarantor relating to this First Amendment Agreement
     or any of the  other  Financing  Agreements,  as  modified  by  this  First
     Amendment  Agreement  shall be true,  complete  and correct in all material
     respects on and as of the date of this First Amendment  Agreement and as of
     the date this First Amendment Agreement is actually executed and delivered.

          (d) The Company  shall have paid to the  holders,  on a PRO RATA basis
     based on the aggregate  outstanding  principal amounts of the Notes held by
     said holders on the date hereof, a non-refundable fee of $125,000.

          (e) The Company and the Guarantors shall have delivered to each holder
     duly  authorized  and fully executed  originals of the Subsidiary  Guaranty
     Supplement  dated as of October  14,  2004,  satisfactory  to the  Required
     Holders in all respects, among other things, including CDLHC, CDLVP and VSI
     as Guarantors.

          (f) The Company and the Guarantors shall have delivered all Collateral
     Documents and other  Financing  Agreements,  necessary to  effectuate  this
     First Amendment  Agreement,  executed by the Company and/or the Guarantors,
     as the  case  may  be,  including,  without  limitation,  all of the  2004B
     Collateral Documents.

          (g)  The  Company  and  the  Guarantors  shall  deliver  any  and  all
     Collateral  required to be delivered to the Collateral Agent with copies to
     each holder,  including, but not limited to, any and all stock certificates
     of VSI, together with stock powers executed in blank.

          (h) Each holder shall have received such  Officer's  Certificates  and
     such  certificates  of a  secretarial  officer  of  the  Company  and  each
     Guarantor as it may reasonably request with respect to this First Amendment
     Agreement and the transactions contemplated hereby.

          (i) The  Collateral  Agent shall have received  reports of searches of
     personal property records from the appropriate reporting agencies listed on
     Schedule 3(i) to this

                                      -7-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     First Amendment Agreement. The Collateral Agent may obtain such reports but
     the Company shall pay all costs associated with obtaining them. The reports
     of  searches  of the  personal  property  records  shall not  disclose  any
     security  interest in the CDLHC,  CDLVP, VSI, Finish Line and Fair Grounds'
     personal  property other than to the Collateral  Agent's security  interest
     therein other than Permitted Liens.

          (j) The  Company  shall have  provided  evidence  satisfactory  to the
     holders of any  regulatory  approvals  required from any and all government
     agencies  to  consummate  the Fair  Grounds  Acquisition  and/or  otherwise
     required  pursuant  to the  Note  Purchase  Agreements  and/or  this  First
     Amendment Agreement.

          (k) The  Company  shall have  provided  to the  holders  all  material
     third-party  consents  listed  on  Schedule  3(k) to this  First  Amendment
     Agreement,  and/or  otherwise  required  to  consummate  the  Fair  Grounds
     Acquisition,  and/or  otherwise  required  pursuant  to the  Note  Purchase
     Agreements and/or this First Amendment Agreement.

          (l) The  Company  shall  have paid the fees and  disbursements  of the
     holders'  special counsel,  Chapman and Cutler LLP,  incurred in connection
     with the  negotiation,  preparation,  execution  and delivery of this First
     Amendment Agreement and the transactions contemplated hereby which fees and
     disbursements  are  reflected  in the  statement  of such  special  counsel
     delivered to the Company at the time of the  execution and delivery of this
     First Amendment Agreement. Upon receipt of any supplemental statement after
     the execution of this First Amendment Agreement,  the Company will pay such
     additional  fees and  disbursements  of the holders'  special counsel which
     were not reflected in its accounting records as of the time of the delivery
     of the initial statement of fees and disbursements.

          (m) Each holder shall have received  evidence of insurance  naming the
     Collateral Agent as additional insured and loss payee with such responsible
     and reputable insurance companies or associations,  and in such amounts and
     covering such risks, as is satisfactory to the holders.

          (n) The  holders  shall  have  received  termination  and/or  releases
     relating  to  claims,  liens  and/or  other  rights  regarding  or that may
     otherwise affect any of the Collateral other than the liens and/or security
     interests created in the Collateral Documents and Permitted Liens.

          (o) The Company and the  Guarantors  shall  authorize  the  Collateral
     Agent  to  file  such   financing   statements,   amendments  to  financing
     statements,  statutory  declarations  or other  documents  for filing  with
     public  officials  with  respect  to the  property  pledged  in  the  2004B
     Collateral  Documents  (including  without  limitation,  fixture  financing
     statements) as the Collateral Agent may request.

          (p) The holders  shall have  received the legal  opinion of Rebecca C.
     Reed,  Esq.,  General  Counsel for the Company and the  Guarantors,  Wyatt,
     Tarrant & Combs,

                                      -8-


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     LLP as counsel for the Company and the Guarantors, and the legal opinion of
     Lemle  &  Kelleher,  special  Louisiana  counsel  to the  Company  and  the
     Guarantors,  addressed to the holders,  dated the date this First Amendment
     Agreement is delivered,  in scope,  form and substance  satisfactory to the
     holders and their counsel, and addressing the matters in Exhibit A, B and C
     to this  First  Amendment  Agreement,  respectively,  along  with any other
     matters required by the holders.

          (q) The Company shall have provided  copies of all of the Fair Grounds
     Acquisition  Documents  certified by either the Senior Financial Officer or
     Secretary of the Company to be true,  correct and  complete,  together with
     evidence  satisfactory  to the  holders of closing  under the Fair  Grounds
     Acquisition Documents in accordance with their terms and in compliance with
     all applicable laws, rules and regulations,  including, without limitation,
     the Title 11 of the United  States Code and the Federal Rules of Bankruptcy
     Procedure.

          (r) The Company and Guarantors  shall have delivered  title  insurance
     policies  or an  irrevocable  commitment  to issue  policies in the form of
     holder approved  pro-forma  policies,  in favor of the Collateral Agent for
     the benefit of the  holders,  in ALTA 1992 Form B Loan Policy form  without
     creditor's rights exceptions,  and in amounts agreed upon and acceptable to
     the holders, with premiums paid thereon,  delivered by the Obligors, issued
     by Louisiana  Title  Insurer and insuring  the  Louisiana  Mortgages on fee
     property as valid first priority  Liens upon the  applicable  Obligors' fee
     simple title to, or leasehold interest in, the Real Property Collateral and
     all improvements and all  appurtenances  thereto  (including such easements
     and appurtenances as may be required by the holders), free and clear of any
     and  all  defects  and  encumbrances  whatsoever,   subject  only  to  such
     exceptions as may be approved in writing by the holders,  with endorsements
     thereto as to such matters as the holders may  designate,  purchased by the
     Obligors on the closing  date for each of the  Louisiana  Mortgages  on fee
     properties.

          (s) The  Company  and the  Guarantors  shall  have  delivered  Phase I
     environmental  assessments performed on each parcel of real property listed
     on Schedule  3(s) to this First  Amendment  Agreement,  with the results of
     such environmental  assessments satisfactory to the Collateral Agent in its
     discretion.  In the event Phase II  assessments,  contamination  assessment
     reports  or  remediation  action  plans  have  been  prepared  for any real
     property  listed on Schedule  3(s),  such plans,  assessments  and reports,
     including  recent  updates and data  submissions,  shall be provided to the
     Collateral  Agent and must be satisfactory  to the Collateral  Agent in its
     discretion.  Without  limiting the  foregoing,  such  assessments  shall be
     performed  in  accordance  with ASTM  1527 E  standards  for  environmental
     assessments   and  shall   determine   whether  there  are  any  Recognized
     Environmental  Conditions  (as  defined  in  such  standards)  on the  real
     property listed on Schedule 3(s), provide the historical  ownership and use
     of the real property,  describe the current use of the real property listed
     on Schedule  3(s),  provide any  information  available  in EPA records and
     state EPA records on previous  investigations and litigation,  describe any
     adjacent properties which have been or could be potential

                                      -9-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     hazards,   and  locations  of  equipment  containing  PCBs  and  provide  a
     conclusion and recommendation statement.

          (t) The  Company  shall  deliver  a survey of the  property  listed on
     Schedule  3(t) to this  Amendment  not later  than one (1) day prior to the
     date of this First  Amendment  Agreement.  Such survey shall be prepared by
     surveyor  listed on such  Schedule  3(t).  Such survey shall be  reasonably
     satisfactory to the holders and shall be certified to the Collateral Agent,
     each holder and the Louisiana  Title Insurer.  The survey shall evidence to
     the  satisfaction  of the holders that all of the real  property  listed on
     Schedule 3(t) included in the applicable Louisiana Mortgage is owned by the
     applicable  Obligors  free  and  clear  of  encroachments  onto or by other
     properties,  defects of title,  observable  violations of  restrictions  or
     encroachments  into easements except for Permitted Liens, and be sufficient
     to allow the Louisiana Title Insurer to issue loan policies  without survey
     exceptions.

          (u) The  holders  shall  have  received  signed  copies  of all of the
     documents  relating  to the 2004B Bank  Amendment  certified  by the Senior
     Financial  Officer or  Secretary  of the  Company to be true,  correct  and
     complete,  together with evidence  satisfactory  to the holders that all of
     the conditions  precedent to the 2004B Bank Amendment have been  satisfied,
     and such 2004B Bank Amendment has become effective.

          (v) The  Collateral  Agent shall have  received any required  consents
     and/or  authorization  from the holders and the Banks under the  Collateral
     Sharing  Agreement  through the 2004B Consent Joinder and  Reaffirmation or
     otherwise satisfactory to the holders.

          (w)  Estoppel  certificates  and  subordination,  non-disturbance  and
     attornment  agreements  from such tenants at the Real  Property  Collateral
     shall be delivered as holders shall require.

          (x) The  Company  shall have  provided  evidence  satisfactory  to the
     holders  that the  obligations  of the  Company  under the Kelley  Note are
     subordinate  to the  obligations  of the Company to the  holders  under the
     Financing Agreements.

          (y) All  corporate  and  other  proceedings  in  connection  with  the
     transactions  contemplated  by  this  First  Amendment  Agreement  and  all
     documents  and  instruments   incident  to  such   transactions   shall  be
     satisfactory  to you and your  special  counsel,  and you and your  special
     counsel shall have received all such counterpart  originals or certified or
     other copies of such documents as you or they may reasonably request.


                                      -10-


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



SECTION 4.     REPRESENTATIONS AND WARRANTIES.

     The Company and the Guarantors  hereby represent and warrant that as of the
date hereof and as of the date of execution and delivery of this First Amendment
Agreement:

          (a) The Company and each  Guarantor is duly formed,  validly  existing
     and in good  standing  under  the  laws of its  state of  incorporation  or
     formation.

          (b) The  Company  and each  Guarantor  has the  corporate  or  limited
     liability company power to own its property and to carry on its business as
     now being conducted.

          (c) The  Company  and each  Guarantor  is duly  qualified  and in good
     standing as a foreign entity authorized to do business in each jurisdiction
     in which the failure to do so would, individually or in the aggregate, have
     a material adverse effect on the business,  condition (financial or other),
     assets,  operations,  properties  or  prospects  of such  Company  and each
     Guarantor.

          (d) This First Amendment  Agreement and the transactions  contemplated
     hereby are within the corporate or limited  liability company powers of the
     Company and each  Guarantor,  have been duly  authorized  by all  necessary
     corporate or limited  liability  company  action on the part of the Company
     and each  Guarantor  and  this  First  Amendment  Agreement  has been  duly
     executed and delivered by the Company and each  Guarantor  and  constitutes
     legal,  valid and binding  obligations  of the  Company and each  Guarantor
     enforceable in accordance with its respective terms.

          (e) The Company and each Guarantor  represents and warrants that there
     is no  Default  or Event of  Default  under  the Note  Purchase  Agreements
     immediately  before  and  immediately  after  giving  effect to this  First
     Amendment Agreement.

          (f) The execution,  delivery and  performance of this First  Amendment
     Agreement by the Company and each Guarantor does not and will not result in
     a violation of or default under (A) the articles of incorporation, articles
     of organization,  bylaws or operating agreement (as the case may be) of the
     Company and each Guarantor, (B) any material agreement to which the Company
     and each  Guarantor  is a party  or by  which  it is bound or to which  the
     Company and each  Guarantor or any of its  properties  is subject,  (C) any
     material order, writ,  injunction or decree binding on the Company and each
     Guarantor,  or (D) any  material  statute,  regulation,  rule or other  law
     applicable to the Company and each Guarantor.

          (g) No  authorization,  consent,  approval,  exemption or action by or
     notice to or filing with any court or  administrative  or governmental body
     (other than periodic filings with regulatory authorities, none of which are
     required  to be  filed as of the  effective  date of this  First  Amendment
     Agreement)  is required in  connection  with the  execution and delivery of
     this First  Amendment  Agreement or the  consummation  of the  transactions
     contemplated thereby.

                                      -11-


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



          (h) The Company and each  Guarantor have not paid or agreed to pay any
     fees  or  other   consideration,   or  given  any  additional  security  or
     collateral,  or shortened the maturity or average life of any  indebtedness
     or permanently reduce any borrowing  capacity,  in each case, in connection
     with the  obtaining of any consents or  approvals  in  connection  with the
     transactions  contemplated  hereby  or  under  the  Bank  Credit  Agreement
     including,  without limitation  thereof, in connection with the Bank Credit
     Agreement  other than the  payment of legal fees of Frost Brown Todd LLC in
     connection  with the Bank Credit  Agreement and payment of certain fees set
     forth in Section 8 of the 2004B Bank Amendment.

          (i) From and  after  the  filing of the  Louisiana  Mortgages  and the
     Financing  Statements,  the  Collateral  Documents  will  create  valid and
     perfected Liens in the Collateral covered thereby,  enforceable against the
     Company  or  Guarantor,  party  thereto  and all  third-parties,  except as
     permitted by this First  Amendment  Agreement,  securing the payment of all
     Indebtedness  purported  to be secured  thereby  and all  filings and other
     actions  necessary  or  desirable  to perfect  and protect  such Liens,  as
     requested by the Required Holders, will have been duly taken.

          (j)  The  obligations  of  the  Company  under  the  Kelley  Note  are
     subordinate  to the  obligations  of the Company to the  holders  under the
     Financing Agreements.

          (k) (i)  Churchill  Downs  Louisiana  Horseracing  Company  L.L.C.,  a
     Louisiana  limited  liability  company (ii) Churchill Downs Louisiana Video
     Poker Company,  L.L.C., a Louisiana  limited  liability company (iii) Video
     Services,   Inc.,  a  Louisiana  corporation,   (iv)  Arlington  Management
     Services,  LLC, an Illinois limited  liability  company,  (v) Arlington OTB
     Corp., a Delaware  corporation,  (vi) Arlington  Park  Racecourse,  LLC, an
     Illinois  limited  liability  company,  (vii) CDIP, LLC, a Kentucky limited
     liability company,  (viii) CDIP Holdings, LLC, a Kentucky limited liability
     company,  (ix)  Calder  Race  Course,  Inc.,  a  Florida  corporation,  (x)
     Churchill Downs California Company, a Kentucky corporation,  (xi) Churchill
     Downs  California Fall Operating  Company,  a Kentucky  corporation,  (xii)
     Churchill  Downs  Investment  Company,  a  Kentucky   corporation,   (xiii)
     Churchill Downs Management  Company,  a Kentucky  corporation,  (xiv) Ellis
     Park Race Course, Inc., a Kentucky corporation, (xv) Quad City Downs, Inc.,
     an Iowa  corporation,  (xvi)  Racing  Corporation  of  America,  a Delaware
     corporation and (xvii) Tropical Park,  Inc., a Florida  corporation are the
     only Guarantors (as defined in each of the following respective  documents)
     under the Note  Purchase  Agreement  and the Bank Credit  Agreement and the
     Company is the only borrower under the Bank Credit Agreement. No collateral
     has been given to secure the Bank Credit  Agreement  except for  Collateral
     which  has  been  given to  secure  the  holders  under  the Note  Purchase
     Agreements on a PARI PASSU basis.

SECTION 5.     REAFFIRMATIONS AND CONSENTS.

     The Company and the Guarantors:

                                      -12-


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



          (a) CONSENT.  Consent to the  transactions  contemplated in this First
     Amendment Agreement.

          (b) REAFFIRM.  Reaffirm their respective obligations under any and all
     of the Financing  Agreements and any and all other agreements,  instruments
     and  documents  to which any of them is a party and under  which any holder
     has any rights or obligations  and which is or may be related in any way to
     the agreements,  instruments and documents mentioned in or affected by this
     First Amendment  Agreement,  or the Note Purchase  Agreements or any of the
     other Financing Agreements as amended by this First Amendment Agreement.

          (c) AGREE.  Agree that all of the Financing  Agreements remain in full
     force and effect, as expressly modified or altered by or in connection with
     this First Amendment Agreement.

SECTION 6.     CERTAIN LICENSES.

     Without limiting anything in the Financing  Agreements,  on or before April
14, 2005:

     (a) The Obligors doing business in, and/or having offices and/or facilities
and/or  employees  in,  the State of  Louisiana  shall  have  obtained  from the
appropriate  administrative  agency  or other  governmental  authorities  of the
United  States of America  and/or the State of Louisiana  any and all  consents,
approvals,  licenses  and/or other  authorizations  as may be necessary  for the
operation of the businesses of the Obligors in the State of Louisiana, including
without  limitation,  the operation of horse racing  facilities with pari-mutuel
wagering,  Off Track  Betting  facilities,  applicable  gaming  operations  (for
example, without limitation,  video poker), and the sale of alcohol and tobacco;
and

     (b) The Company  shall  deliver to the holders the legal opinion of counsel
for the Company and  Guarantors  addressed to the holders,  in scope,  form, and
substance  satisfactory  to the holders and their  counsel,  and  addressing the
matters in EXHIBIT F to this Amendment, along with any other matters required by
the holders.

SECTION 7.     BREACH OF THIS FIRST AMENDMENT AGREEMENT.

     In addition to any other Event of Default  under Section 11 of the Existing
Note Purchase Agreements, any failure of the Company or any Guarantor to observe
and perform all of the terms,  conditions and provisions of this First Amendment
Agreement,  which is not remedied within five days after written notice from any
holder, shall constitute an Event of Default.

SECTION 8.     MISCELLANEOUS.

     SECTION 8.1.  Except as amended  herein,  all terms and  provisions  of the
Existing  Note  Purchase  Agreements  and the Notes and related  agreements  and
instruments are hereby ratified,

                                      -13-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



confirmed and approved in all respects. The Company acknowledges and agrees that
the holders may exchange  their current Notes for new Notes which make reference
to the 2004B Collateral Documents.

     SECTION  8.2.  Any  and  all  notices,  requests,  certificates  and  other
instruments,  including the Notes, may refer to any of the Financing  Agreements
without  making  specific  reference  to this  First  Amendment  Agreement,  but
nevertheless all such references shall be deemed to include this First Amendment
Agreement unless the context shall otherwise require.

     SECTION  8.3.  This First  Amendment  Agreement  and all  covenants  herein
contained  shall be  binding  upon and inure to the  benefit  of the  respective
successors  and  assigns of the parties  hereunder.  All  covenants  made by the
Company and the Guarantors  herein shall survive the closing and the delivery of
this First Amendment Agreement.

     SECTION  8.4.  This First  Amendment  Agreement  shall be  governed  by and
construed in accordance with New York law.

     SECTION 8.5. The capitalized  terms used in this First Amendment  Agreement
shall have the  respective  meanings  specified in the Note Purchase  Agreements
unless otherwise herein defined, or the context hereof shall otherwise require.

                                      -14-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     The execution  hereof by the holders shall  constitute a contract among the
Company and the Guarantors and the holders for the uses and purposes hereinabove
set forth.  This First  Amendment  Agreement  may be  executed  in any number of
counterparts,  each  executed  counterpart  constituting  an  original  but  all
together only one agreement.


                                   CHURCHILL DOWNS INCORPORATED



                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   GUARANTORS:


                                   CHURCHILL DOWNS MANAGEMENT COMPANY


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   CHURCHILL DOWNS INVESTMENT COMPANY


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   RACING CORPORATION OF AMERICA


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title:Secretary







<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement


                                   CALDER RACE COURSE, INc.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   TROPICAL PARK, INC.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   CHURCHILL DOWNS CALIFORNIA COMPANY


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   CHURCHILL DOWNS CALIFORNIA FALL
                                     OPERATING COMPANY

                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   ARLINGTON PARK RACECOURSE, LLC


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   ARLINGTON MANAGEMENT SERVICES, L.L.C.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



                                   ARLINGTON OTB CORP.


                                   By /s/ MARY ANN GUENTHER
                                      Mary Ann Guenter
                                      Title: Secretary


                                   QUAD CITY DOWNS, INC.


                                   By /s/ MARY ANN GUENTHER
                                      Mary Ann Guenter
                                      Title: Secretary


                                   CDIP, L.L.C.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   CDIP HOLDINGS, L.L.C.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   ELLIS PARK RACE COURSE, INC.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   CHURCHILL DOWNS LOUISIANA HORSERACING
                                        COMPANY, L.L.C.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary







<PAGE>

                                   CHURCHILL DOWNS LOUISIANA VIDEO POKER
                                        COMPANY, L.L.C.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   VIDEO SERVICES, INC.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.


                                      CONNECTICUT GENERAL LIFE INSURANCE
                                        COMPANY

                                      By: CIGNA Investments, Inc. (authorized
                                          agent)



                                      By  /s/DAVID M. CASS
                                        Name:  David M. Cass
                                        Title: Managing Director




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



         This foregoing First Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      GENERAL ELECTRIC CAPITAL ASSURANCE
                                       COMPANY


                                      By /s/ JOHN R. ENDRES
                                         Name: John R. Endres
                                         Title: Investment Officer



                                       19


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      EMPLOYERS REINSURANCE CORPORATION

                                       By: GE Asset Management Incorporated, its
                                           Investment Advisor


                                       By /s/ JOHN R. ENDRES
                                         Name:John R. Endres
                                         Title: Investment Officer



                                       20


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      METROPOLITAN LIFE INSURANCE COMPANY



                                      By /s/ JUDITH A. GULOTTA
                                         Name: Judith A. Gulotta
                                         Title: Director




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      PRINCIPAL LIFE INSURANCE COMPANY

                                      By:Principal Global Investors, LLC, a
                                         Delaware limited liability company, its
                                         authorized signatory


                                      By /s/ JON C. HEINY
                                         Name: Jon C. Heiny
                                         Title: Counsel


                                      By /s/ ELIZABETH D. SWANSON
                                         Name: Elizabeth D. Swanson
                                         Title: Counsel




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      MASSACHUSETTS MUTUAL LIFE INSURANCE
                                       COMPANY

                                      By:  Babson Capital Management LLC as
                                           Investment Adviser



                                      By /s/ EMEKA ONUKWUGHA
                                        Name: Emeka Onukwugha
                                        Title:




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      C.M. LIFE INSURANCE COMPANY

                                      By: Babson Capital Management LLC as
                                          Investment Sub-Adviser



                                      By /s/ /EMEKA ONUKWUGHA
                                        Name: Emeka Onukwugha
                                        Title:




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      MASSMUTUAL ASIA LIMITED

                                      By: Babson Capital Management LLC as
                                          Investment Adviser



                                      By /s/ EMEKA ONUKWUGHA
                                        Name: Emeka Onukwugha
                                        Title:






<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      SUNAMERICA LIFE INSURANCE COMPANY

                                      By:AIG Global Investment Corp., investment
                                         adviser




                                      By /s/ PETER DEFAZIO
                                        Name: Peter DeFazio
                                        Title: Vice President





<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



         This foregoing First Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      PRUDENTIAL RETIREMENT CEDED BUSINESS
                                        TRUST

                                      By:Prudential Investment Management, Inc.,
                                         as investment manager


                                      By:/s/ MATHEW DOUGLASS
                                               Vice President


                                     27

<PAGE>

Exhibits and  schedules to the First  Amendment  Agreement to the Note  Purchase
Agreement have been  intentionally  omitted because they are not material.  The
Registrant agrees to furnish such omitted exhibits and schedules  supplementally
to the Commission upon request.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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