EXHIBIT 2.1 LEASE AGREEMENTLease Agreement • January 6th, 2003 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
EXHIBIT 2.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 29th, 1999 • Churchill Downs Inc • Services-racing, including track operation
CREDIT AGREEMENT by and amongCredit Agreement • August 14th, 2000 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
75 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Plan") is made and entered effective as of the 17th day of April, 1998, by and among TVI CORP., a Delaware corporation ("Seller"), RACING CORPORATION OF AMERICA, a...Agreement and Plan of Merger • April 28th, 1998 • Churchill Downs Inc • Services-racing, including track operation
RIGHTS AGREEMENT dated as of March 19, 1998, between CHURCHILL DOWNS INCORPORATED, a Ken- tucky corporation (the "Company"), and BANK OF LOUISVILLE, a Kentucky banking corporation as Rights Agent (the "Rights Agent"). The Board of Directors of the...Rights Agreement • March 20th, 1998 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
AMENDMENT No. 1 TO ASSET PURCHASE AGREEMENT BETWEEN HOLLYWOOD PARK, INC. AND CHURCHILL DOWNS INCORPORATED DATED AS OF MAY 5, 1999Asset Purchase Agreement • September 23rd, 1999 • Churchill Downs Inc • Services-racing, including track operation
LEASELease • September 23rd, 1999 • Churchill Downs Inc • Services-racing, including track operation • California
EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGER AND AMENDMENT TO STOCK PURCHASE AGREEMENTAgreement and Plan of Merger • April 29th, 1999 • Churchill Downs Inc • Services-racing, including track operation
FORM OF UNDERWRITING AGREEMENTChurchill Downs Inc • July 19th, 1999 • Services-racing, including track operation • New York
CREDIT AGREEMENT by and amongCredit Agreement • August 14th, 2000 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
Churchill Downs Incorporated and National City Bank Rights Agent Rights Agreement Dated as of March 19, 2008Rights Agreement • March 17th, 2008 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
RIGHTS AGREEMENT, dated as of March 19, 2008 (the “Agreement”), by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and National City Bank, a national banking association (the “Rights Agent”).
AndStock Purchase Agreement • October 20th, 2004 • Churchill Downs Inc • Services-racing, including track operation • Louisiana
CDI ESCROW ISSUER, INC. as Issuer, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar, Transfer Agent and Authenticating Agent 5.750% Senior Notes due 2030 INDENTURE Dated as of April 13, 2022Indenture • April 14th, 2022 • Churchill Downs Inc • Services-racing, including track operation • New York
INDENTURE dated as of April 13, 2022, among CDI ESCROW ISSUER, INC. (the “Escrow Issuer”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), Paying Agent, Registrar, transfer agent (the “Transfer Agent”) and authenticating agent (the “Authenticating Agent”).
Execution Version CHURCHILL DOWNS INCORPORATED as Company, The Guarantors named herein, AND Paying Agent, Registrar, Transfer Agent and Authenticating Agent INDENTURE Dated as of December 27, 2017CHURCHILL DOWNS Inc • December 27th, 2017 • Services-racing, including track operation • New York
CHURCHILL DOWNS INCORPORATED as Company, The Guarantors named herein, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar, Transfer Agent and Authenticating Agent 5.500% Senior Notes due 2027 INDENTURE Dated as of March 25, 2019Indenture • March 26th, 2019 • CHURCHILL DOWNS Inc • Services-racing, including track operation • New York
CREDIT AGREEMENT by and amongWaiver And • March 19th, 2001 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
100,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among CHURCHILL DOWNS INCORPORATED, CHURCHILL DOWNS MANAGEMENT COMPANY, CHURCHILL DOWNS INVESTMENT COMPANY, RACING CORPORATION OF AMERICA AND ELLIS PARK RACE COURSE, INC. (collectively, the...Credit Agreement • November 16th, 1998 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
AMENDMENT NO. 3 TO RIGHTS AGREEMENT Amendment No. 3 to Rights Agreements, dated as of September 8, 2000, by and between CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (the "Company"), and FIFTH THIRD BANK, as Rights Agent (the "Rights Agent")....Rights Agreement • September 14th, 2000 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • June 12th, 2017 • CHURCHILL DOWNS Inc • Services-racing, including track operation • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of June 9, 2017 by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and CDI Holdings, LLC, an Illinois limited liability company (the “Selling Stockholder”).
VOTING AGREEMENTVoting Agreement • November 13th, 2009 • Churchill Downs Inc • Services-racing, including track operation • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of November 11, 2009, is made by and between New World Opportunity Partners I, L.P., a Delaware limited partnership (the “Stockholder”), and Churchill Downs Incorporated, a Kentucky corporation (“Parent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CHURCHILL DOWNS INCORPORATED Executive Change in Control, Severance and Indemnity AgreementChurchill Downs Incorporated • July 30th, 2020 • CHURCHILL DOWNS Inc • Services-racing, including track operation • Kentucky
THIS AGREEMENT is made and entered into as of the 27th day of July, 2020 (the “Effective Date”), by and between Churchill Downs Incorporated (hereinafter referred to as the “Company”) and Marcia A. Dall (hereinafter referred to as the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2015 • Churchill Downs Inc • Services-racing, including track operation • New York
This REGISTRATION RIGHTS AGREEMENT dated December 15, 2015 (this “Agreement”) is entered into by and among Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the guarantors listed on Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several Initial Purchasers listed on Schedule 1 of the Purchase Agreement (as defined below) (the “Initial Purchasers”).
ContractChurchill Downs Inc • July 26th, 2023 • Services-racing, including track operation • New York
AGREEMENT AND PLAN OF MERGER AMONG CHURCHILL DOWNS INCORPORATED, TOMAHAWK MERGER CORP., TOMAHAWK MERGER LLC AND YOUBET.COM, INC. Dated as of November 11, 2009Agreement and Plan of Merger • November 13th, 2009 • Churchill Downs Inc • Services-racing, including track operation • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 11, 2009 (this “Agreement”), among Churchill Downs Incorporated, a Kentucky corporation (“Parent”), Tomahawk Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Tomahawk Merger LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger LLC”), and Youbet.com, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2023 • Churchill Downs Inc • Services-racing, including track operation • New York
This REGISTRATION RIGHTS AGREEMENT dated April 25, 2023 (this “Agreement”) is entered into by and among Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the guarantors listed on Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several Initial Purchasers listed on Schedule 1 of the Purchase Agreement (as defined below) (the “Initial Purchasers”).
ContractChurchill Downs Inc • July 26th, 2023 • Services-racing, including track operation • New York
CHURCHILL DOWNS INCORPORATED RESTRICTED STOCK AGREEMENT 90,000 SHARESRestricted Stock Agreement • November 7th, 2006 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of the 18th day of July, 2006 by and between Robert L. Evans (the “Executive”), and Churchill Downs Incorporated (the “Company”), a Kentucky corporation with its principal place of business at 700 Central Avenue, Louisville, Kentucky 40208.
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2007 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
THIS EMPLOYMENT AGREEMENT is made and entered into as of September 27, 2007 (“Employment Agreement”), between CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (“Company”) and William E. Mudd (“Mudd”).
ContractChurchill Downs Inc • July 26th, 2023 • Services-racing, including track operation • New York
CLASS ACTION SETTLEMENT AGREEMENTClass Action Settlement Agreement • February 24th, 2021 • Churchill Downs Inc • Services-racing, including track operation • Washington
This Class Action Settlement Agreement (the “Agreement,” “Settlement,” or “Settlement Agreement”) is entered into by and among Plaintiffs Cheryl Kater (“Kater”), Suzie Kelly (“Kelly”), and Manasa Thimmegowda (“Thimmegowda”) (collectively “Plaintiffs”), for themselves individually and on behalf of the Settlement Class (as defined below), and Defendants Churchill Downs Incorporated (“CDI”), Aristocrat Leisure Ltd. (“ALL”), Aristocrat Technologies, Inc. (“ATI”), and Big Fish Games, Inc. (“Big Fish”) (collectively “Defendants”) (Plaintiffs and Defendants are collectively referred to as the “Parties”). This Agreement is intended by the Parties to fully, finally, and forever resolve, discharge, and settle the Released Claims (as defined below), upon and subject to the terms and conditions of this Agreement and subject to the final approval of the Court.
ContractChurchill Downs Inc • July 26th, 2023 • Services-racing, including track operation • New York
AMENDED AND RESTATED STOCKHOLDER’S AGREEMENTStockholder’s Agreement • June 12th, 2017 • CHURCHILL DOWNS Inc • Services-racing, including track operation • New York
AMENDED AND RESTATED STOCKHOLDER’S AGREEMENT (the “Agreement”), dated as of June 9, 2017, is made and entered by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and CDI Holdings, LLC, an Illinois limited liability company (together with any Affiliate (as such term is defined on the date hereof under the rules and regulations promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”)) of CDI Holdings, LLC who executes a counterpart of this Agreement and agrees to be bound by the provisions hereof, the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2012 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 21, 2011 (the “Effective Date”), by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and William C. Carstanjen (“Executive”).
ContractChurchill Downs Inc • March 11th, 2005 • Services-racing, including track operation • Kentucky
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. THIS NOTE IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN SECTION 12 OF THIS NOTE.
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of March 1st, 1997 (the "Employment Agreement"), between CHURCHILL DOWNS INCORPORATED, a Kentucky corporation ("Company") and ROBERT L. DECKER ("Decker"). 1. EMPLOYMENT. The...Employment Agreement • May 14th, 1997 • Churchill Downs Inc • Services-racing, including track operation • Kentucky
