Operating Agreement of HRTV, LLC


    LIMITED
      LIABILITY COMPANY OPERATING AGREEMENT

     

    OF

     

    HRTV,
      LLC

     

    


     

    THIS
      OPERATING AGREEMENT of HRTV, LLC, a Delaware limited liability company (the
      “Company”), is entered into as of March 4, 2007 by and between CHURCHILL DOWNS
      INCORPORATED, a Kentucky corporation (“CDI”), CD HRTV HC, LLC, a Delaware
      limited liability company and a wholly owned subsidiary of CDI (“CDI Sub”),
      MAGNA ENTERTAINMENT CORP., a Delaware corporation (“MEC”) and MEC HRTV HOLDCO
      LLC, a Delaware limited liability company and a wholly owned subsidiary of
      MEC
      (“MEC Sub”). (Unless otherwise indicated, each term used in this Agreement with
      initial capital letters shall have the meaning ascribed to it in Article
      12.)

     

    For
      and
      in consideration of the mutual promises contained herein, and for other good
      and
      valuable consideration, the receipt and sufficiency of which are acknowledged
      by
      the parties, CDI, CDI Sub, MEC and MEC Sub desiring to be legally bound agree
      as
      follows:

     

    ARTICLE
      1

    FORMATION

     

    1.1  Formation
      and Name.

     

    [a]  The
      Members enter into and form the Company as a limited liability company in
      accordance with the Act.

     

    [b]  The
      name
      of the Company shall be HRTV, LLC.

     

    1.2  Term.
      The
“Term” of the Company shall commence on the date first above written and shall
      continue as set forth in Section 8.2. Notwithstanding the immediately preceding
      sentence, the Company shall not conduct the Business or otherwise engage in
      the
      activities referenced in Section 1.3 until the Closing.

     

    1.3  Purpose
      and Scope.

     

    [a]  Within
      the meaning and for purposes of the Act, the purpose and scope of the Company
      shall be the conduct of the Business, and in connection with conducting the
      Business, shall include any lawful action or activity permitted to a limited
      liability company under the Act.

     

    [b]  The
      Company will:

     

    [i]  Acquire
      or lease all of the assets used or useful in the operation of HRTV.

     

    [ii]  Operate
      the business of HRTV.

     

    Collectively,
      [i] and [ii] are referred to herein as the “Business.”

     

    1.4  Principal
      Office.
      The
      Company shall have a single “Principal Office.” The Principal Office initially
      shall be located in Arcadia, California at Santa Anita Park, and may thereafter
      be changed from time to time by approval of the Board of Managers upon notice
      to
      the Members.

     

    1.5  Delaware
      Office and Agent.
      The
      Company shall maintain a Delaware registered office and agent for service of
      process as required by the Act. In the event the registered agent ceases to
      act
      as such for any reason or the registered office shall change, the Board of
      Managers shall promptly designate a replacement registered agent or file a
      notice of change of address, as the case may be, in each case as required by
      the
      Act.

     

    1.6  Admission
      of Members and Additional Members.

     

    [a]  Upon
      execution of this Agreement each of CDI Sub and MEC Sub is admitted as a
      Member.

     

    [b]  Additional
      Members may be admitted as Members from time to time, with the approval of
      the
      Board of Managers and with such changes to this Agreement as agreed to by CDI,
      CDI Sub, MEC and MEC Sub. The Capital Commitment (as well as the timing of
      required capital contributions in respect thereof) and Allocation Percentage
      of
      each Additional Member shall be determined by approval of the Board of Managers
      and set forth on Schedule A. The Allocation Percentage of each Additional Member
      shall dilute the Allocation Percentages of the previously admitted Members
      in
      proportion to their respective Allocation Percentages as in effect immediately
      prior to such dilution.

     

    [c]  A
      Person
      shall not be admitted as an Additional Member prior to the execution by such
      Person of a counterpart of this Agreement (including Schedule A, as updated
      to
      reflect such Person’s Interest).

     

    [d]  Notwithstanding
      the foregoing provisions of this Section 1.6, the provisions of Article 7 shall
      apply with regard to the admission of Substitute Members.

     

    [e]  CDI
      and
      MEC shall work together to recruit mutually agreed-upon Third Parties (such
      as
      horsemen, breeders and other industry participants) to become Additional Members
      of the Company. In the event CDI and MEC are successful in recruiting mutually
      agreed-upon Additional Members, CDI Sub and MEC Sub will be diluted on a pro
      rata basis.

     

    1.7  Names
      and Contact Information of the Members.
      Set
      forth below the name of each Member on Schedule A shall be appropriate contact
      information for such Member (including such Member’s mailing address as well as
      the name or title of an individual to whom notices and other correspondence
      should be directed). Each Member shall promptly provide the Company with the
      information required to be set forth for such Member on Schedule A and shall
      thereafter promptly notify the Company of any change to such
      information.

     

    1.8  Additional
      Documents.
      The
      Board of Managers shall cause to be executed, filed, recorded, published, or
      amended any documents, as the Board of Managers in their reasonable discretion
      determine to be necessary or advisable, (x) in connection with the formation,
      operation, Dissolution, winding-up, or Termination of the Company pursuant
      to
      applicable law or (y) to otherwise give effect to the terms of this Agreement.
      The terms and provisions of each document described in the preceding sentence
      shall be initially established and shall be amended as necessary to cause such
      terms and provisions to be consistent with the terms and provisions of this
      Agreement.

     

    1.9  Title
      to Property.
      Title
      to all Company property shall be held in the name of the Company; provided,
      however, that publicly traded securities may be held in “street name” or through
      a similar arrangement with a reputable financial institution.

     

    ARTICLE
      2

    CAPITALIZATION

     

    2.1  Capital
      Commitments.

     

    [a]  Initial
      Capital Commitments.
      The
      Company shall be owned initially fifty percent (50%) by CDI Sub and fifty
      percent (50%) by MEC Sub. Each of CDI Sub and MEC Sub will make initial capital
      contributions in the amounts and at such times as set forth on Schedule A.
      In
      addition, as of the Closing MEC and MEC Sub will directly or indirectly
      contribute and/or lease certain property to the Company as more fully described
      in the Asset Transfer and Contribution Agreement. All Capital Commitments shall
      be made such that each of MEC Sub and CDI Sub contributes fifty percent (50%)
      of
      the aggregate value contributed to the Company, except as may otherwise be
      set
      forth in this Agreement or agreed between MEC Sub and CDI Sub.

     

    [b]  Increased
      Capital Commitments.
      MEC Sub
      shall have additional Capital Commitments as set forth on Schedule B. Each
      of
      CDI Sub and MEC Sub shall have additional Capital Commitments as set forth
      on
      Schedule B-1.

     

    [c]  Rights
      Covenant.
      Upon
      execution of this Agreement, CDI Sub and MEC Sub contribute or cause to be
      contributed and/or license or cause to be licensed to the Company their
      respective rights (including such rights as held by their Affiliates) as set
      forth on Schedule 5 of the Business Plan subject to the contractual obligations
      existing as of the date hereof as set forth on Schedule C.

     

    [d]  Expiration
      of Commitments.
      CDI Sub
      and MEC Sub will not be obligated to fund any additional Capital Commitment
      for
      the Company after December 31, 2009 (other than any defaulted Capital
      Commitments prior to such date).

     

    2.2  Capital
      Contributions.
      Except
      to the extent set forth on Schedule 5 of the Business Plan, set forth in the
      Asset Transfer and Contribution Agreement or otherwise agreed by the Members
      after the date of this Agreement, all capital contributions shall be in
      cash.

     

    [a]  Capital
      Contributions in Respect of Initial Capital
      Commitments.
      Concurrently with its execution of this Agreement, each Member shall make a
      capital contribution equal to its initial Capital Commitment required upon
      execution of this Agreement as set forth in Schedule A. Thereafter each Member
      shall make a capital contribution at the times and in the amounts equal to
      its
      further initial Capital Commitments as set forth in Schedule A.

     

    [b]  Capital
      Contributions in Respect of Increased Capital
      Commitments.
      The
      Members shall make capital contributions in respect of, and in proportion to,
      any increase in their Capital Commitments pursuant to
      Section 2.1(b).

     

    2.3  Limitation
      on Capital Contributions.
      Except
      as specifically provided in this Article 2 or Section 3.5(c), no Person shall
      be
      permitted or required to make a contribution to the capital of the
      Company.

     

    2.4  Penalties
      for Failure to Make Required Contributions.
      In the
      event that a Member fails to timely make a capital contribution as required
      pursuant to this Agreement (a “Defaulting Member”), the following provisions
      shall be applicable:

     

    [a]  The
      non-Defaulting Member shall have the right (but not the obligation) to make
      the
      capital contribution in lieu of the Defaulting Member. In such event, the
      Interest and Allocation Percentage of the non-Defaulting Member in the Company
      shall be proportionately increased, and the Interest and Allocation Percentage
      of the Defaulting Member proportionately decreased, as appropriate to reflect
      the additional capital contribution by the non-Defaulting Member. If the default
      is then cured by the Defaulting Member, as permitted under this Agreement,
      the
      Defaulting Member shall have the Interests and Allocation Percentages of the
      Defaulting Member and the non-Defaulting Member reinstated to where they were
      prior to the default with an appropriate distribution to the non-Defaulting
      Member of the capital contribution made in lieu of the Defaulting
      Member.

     

    [b]  Such
      Defaulting Member shall be subject to any and all penalties and remedies
      available at law or equity, as selected by the members of the Board of Managers
      who are not appointed by the Defaulting Member.

     

    2.5  Withdrawal
      and Return of Capital.
      No
      Member may withdraw any portion of its Capital Contribution or Capital Account
      balance. Except as provided in Section 2.4[a] and in Articles 4 and 8, no Member
      shall be entitled to the return of such Member’s Capital Contribution, a
      distribution in respect of such Member’s Capital Account balance, or any other
      distribution in respect of such Member’s Interest.

     

    2.6  Loans
      to the Company.
      No
      Member shall be required to lend any money to the Company or to guaranty any
      Company indebtedness.

     

    2.7  Interest
      on Capital.
      No
      Member shall be entitled to interest on such Member’s Capital Contribution,
      Capital Account balance, or share of unallocated Profits.

     

    2.8  Limitation
      of Liability; Return of Certain Distributions.

     

    [a]  Except
      as
      otherwise required by applicable law, a Member shall have no personal liability
      for the debts and obligations of the Company.

     

    [b]  A
      Member
      that receives a distribution in violation of this Agreement or that is required
      to be returned to the Company under applicable law shall return such
      distribution within thirty (30) days after demand therefor by any Member. The
      Company may, with the approval of the Board of Managers, elect to withhold
      from
      any distributions otherwise payable to a Member amounts due to the Company
      from
      such Member.

     

    [c]  Nothing
      in this Section 2.8 shall be applied to release any Member from
      (i) its obligation to make capital contributions or other payments
      specifically required under this Agreement or (ii) its obligations pursuant
      to any contractual relationship between the Company and such Member acting
      in a
      capacity other than as a Member (including, for example, as a borrower or
      independent contractor).

     

    2.9  Contributed
      Property.
      With
      respect to any property contributed by a Member to the Company, such Member
      shall provide to the Company any information reasonably requested by the Company
      for purposes of determining the Company’s tax basis in such
      property.

     

    2.10  Seconded
      Personnel.
      MEC and
      CDI shall agree on their respective personnel to be seconded or transferred
      to
      the Company and the terms thereof. Schedule 1 of the Business Plan sets forth
      the organizational chart of the Company, including the names of certain
      personnel who are expected to fill various positions and several open positions
      for which no candidates have yet been identified by the Members. CDI and MEC
      intend to second the personnel listed on Schedule 1 of the Business Plan
      immediately upon Closing and CDI and MEC shall cooperate in good faith to
      determine whether they mutually agree in the future to transfer such employees
      to the Company instead of seconding them to the Company. On or before the tenth
      (10th)
      day of
      each month, each of CDI and MEC will bill the Company for the Employee Costs
      incurred by CDI and MEC during the immediately preceding month for its employees
      seconded to the Company, prorated as appropriate for any employees seconded
      on a
      less than full time basis. The Company shall promptly pay to CDI and MEC the
      amount set forth in such bills.

     

    ARTICLE
      3

    PROFITS
      AND LOSSES

     

    3.1  Allocations
      of Company Profits and Losses.

     

    [a]  General
      Allocation Provisions.
      

     

    [i] Hypothetical
      Liquidation.
      The
      items of income, expense, gain and loss of the Company comprising Profits or
      Losses for a fiscal year shall be allocated among the Members in a manner that
      will, as nearly as possible, cause the Capital Account balance of each Member
      at
      the end of such fiscal year to equal the excess (which may be negative)
      of:

     

    [A] the
      hypothetical distribution (if any) that such Member would receive if, on the
      last day of the fiscal year, (i) all Company assets, including cash, were sold
      for cash equal to their Fair Market Values, taking into account any adjustments
      thereto for such fiscal year, (ii) all Company liabilities were satisfied in
      cash according to their terms (limited, with respect to each nonrecourse
      liability, to the Fair Market Value of the assets securing such liability),
      and
      (iii) the net proceeds thereof (after satisfaction of such liabilities) were
      distributed in full pursuant to Section 8.3[d]; over

     

    [B] the
      sum
      of (x) the amount, if any, which such Member is obligated to contribute to
      the
      capital of the Company, (y) such Member’s share of the Company Minimum Gain
      determined pursuant to Treasury Regulation Section 1.704-2(g), and (z) such
      Member’s share of Member Minimum Gain determined pursuant to Treasury Regulation
      Section 1.704-2(i)(5), all computed immediately prior to the hypothetical sale
      described above.

     

    [ii] Determination
      of Items Comprising Allocations.

     

    [A] In
      the
      event that the Company has Profit for a fiscal year,

     

    [1] for
      any
      Member as to whom the allocation under Section 3.1(a)(i) would reduce its
      Capital Account, such allocation shall be comprised of a proportionate share
      of
      each of the Company’s items of expense or loss entering into the computation of
      Profit for such fiscal year; and

     

    [2] the
      allocation for all other Members shall be comprised of a proportionate share
      of
      each Company item of income, gain, expense and loss entering into the
      computation of Profit for such fiscal year (other than the portion of each
      Company item of expense and loss, if any, that is allocated in (ii)(A)(1)
      above).

     

    [B] In
      the
      event that the Company has Loss for a fiscal year,

     

    [1] for
      any
      Member as to whom the allocation under Section 3.1(a)(i) would increase its
      Capital Account, such allocation shall be comprised of a proportionate share
      of
      the Partnership’s items of income and gain entering into the computation of Loss
      for such fiscal year; and

     

    [2] the
      allocation for all other Members shall be comprised of a proportionate share
      of
      each Company item of income, gain, expense and loss entering into the
      computation of Loss for such fiscal year (other than the portion of each Company
      item of income and gain, if any, that is allocated in (ii)(B)(1)
      above).

     

    [b]  Allocation
      Adjustments Required to Comply With Section 704(b) of the
      Code.

     

    [i]  Limitation
      on Allocation of Losses.
      There
      shall be no allocation of Losses to any Member to the extent that such
      allocation would create a negative balance in the Member’s Capital Account (or
      increase the amount by which the Member’s Capital Account balance is negative)
      unless such allocation would be treated as valid under Section 704(b) of the
      Code. Any Losses that, pursuant to the preceding sentence, cannot be allocated
      to a Member shall be reallocated to the other Members (but only to the extent
      that such other Members can be allocated Losses without violating the
      requirements of the preceding sentence) in proportion to their respective
      Allocation Percentages.

     

    [ii]  Qualified
      Income Offset.
      If in
      any Fiscal Year a Member receives (or is reasonably expected to receive) a
      distribution, or an allocation or adjustment to the Member’s Capital Account,
      that creates a negative balance in such Account (or increases the amount by
      which the balance in such Account is negative), there shall be allocated to
      the
      Member such items of Company income or gain as are necessary to satisfy the
      requirements of a “qualified income offset” within the meaning of Treasury
      Regulation Section 1.704-1(b).

     

    [iii]  Member
      Nonrecourse Deductions.
      In
      accordance with the provisions of Treasury Regulation Section 1.704-2(i), each
      item of Member Nonrecourse Deduction shall be allocated among the Members in
      proportion to the economic risk of loss that the Members bear with respect
      to
      the nonrecourse liability of the Company to which such item of Member
      Nonrecourse Deduction is attributable.

     

    [iv]  Minimum
      Gain Chargeback.
      This
      Section 3.1(b)(iv) hereby incorporates by reference the “minimum gain
      chargeback” provisions of Treasury Regulation Section 1.704-2. In general, upon
      a reduction of the Company’s Minimum Gain, the preceding sentence shall require
      that items of income and gain be allocated among the Members in a manner that
      reverses prior allocations of Nonrecourse and Member Nonrecourse Deductions
      as
      well as reductions in the Members’ Capital Account balances resulting from
      distributions that, notwithstanding Section 3.2, are allocable to increases
      in
      the Company’s Minimum Gain. Subject to the provisions of Section 704 of the Code
      and the Treasury Regulations thereunder, if the Board of Managers determine
      at
      any time that operation of such “minimum gain chargeback” provisions likely will
      not achieve such a reversal by the conclusion of the liquidation of the Company,
      such Members shall adjust the allocation provisions of this Section 3.1 as
      necessary to accomplish that result.

     

    [v]  Allocations
      Subsequent to Certain Allocation Adjustments.
      Any
      special allocations of items of Profit or Loss pursuant to
      Section 3.1(b)(i) or (ii) shall be taken into account in computing
      subsequent allocations pursuant to Section 3.1(a) so that, for each Member,
      the net amount of any such special allocations and all allocations pursuant
      to
      Section 3.1(a) shall, to the extent possible and taking into account any
      adjustments previously made pursuant to Section 3.1(g), be equal to the net
      amount that would have been allocated to such Member pursuant to the provisions
      of Section 3.1(a) without application of Section 3.1(b)(i) or
      (ii).

     

    [c]  Book
      - Tax Accounting Disparities.
      If
      Company property is reflected in the Capital Accounts of the Members at a value
      that differs from the adjusted tax basis of such property (whether because
      such
      property was contributed to the Company by a Member or because of a revaluation
      of the Members’ Capital Accounts under Treasury Regulation Section 1.704-1(b)),
      allocations of depreciation, amortization, income, gain or loss with respect
      to
      such property shall be made among the Members in a manner which takes such
      difference into account in accordance with Code Section 704(c) and the
      Treasury Regulations issued thereunder.

     

    [d]  Allocations
      in Event of Transfer.
      If an
      Interest is Transferred in accordance with this Agreement, allocations of
      Profits and Losses as between the transferor and transferee shall be made using
      any method selected by the Board of Managers and permitted under Section 706
      of
      the Code.

     

    [e]  Adjustment
      to Capital Accounts for Distributions of Property.
      If
      property distributed in kind is reflected in the Capital Accounts of the Members
      at a book value that differs from the Fair Market Value of such property at
      the
      time of distribution, the difference shall be treated as Profit or Loss on
      the
      sale of the property and shall be allocated among the Members in accordance
      with
      the provisions of this Section 3.1.

     

    [f]  Tax
      Credits and Similar Items.
      Any tax
      credits or similar items not allocable pursuant to Section 3.1(a) through (e)
      shall be allocated to the Members in proportion to their respective Allocation
      Percentages. Notwithstanding the preceding sentence, if Company expenditures
      that give rise to tax credits also give rise to Member Nonrecourse Deductions,
      the tax credits attributable to such expenditures shall be allocated in
      accordance with Treasury Regulation Section 1.704-1(b)(4)(ii).

     

    [g]  Reallocation
      of Certain Losses.
      To the
      extent that: (i) Losses which otherwise would have been allocated to a Member
      under this Section 3.1 were allocated to one or more other Members pursuant
      to
      Section 3.1(b)(i) or any other provision of this Agreement that prohibits the
      allocation to a Member of Losses which would reduce such Member’s Capital
      Account balance below a specified amount; (ii) such allocation has not been
      reversed pursuant to the subsequent operation of Section 3.1(b)(v) or this
      Section 3.1(g); and (iii) the Member thereafter returns a distributed amount
      as
      required under Section 2.8 or otherwise makes a contribution to the capital
      of
      the Company, the Capital Accounts of the Members shall be adjusted in connection
      with such return or contribution (to the extent of the value thereof) to effect
      a reallocation, in reverse order, of such Losses to the Member. The foregoing
      adjustment shall be made in an equitable manner on a going forward basis,
      without amending any prior tax return that has already been filed.

     

    3.2  Compliance
      with Regulations.
      In
      allocating gains, losses and other items, the Company shall comply with the
      applicable provisions of the Treasury Regulations under Section 704 of the
      Code.

     

    3.3  Allocation
      of Liabilities.
      Solely
      for purposes of determining the Members’ respective shares of the nonrecourse
      liabilities of the Company within the meaning of Treasury Regulation Section
      1.752-3(a)(3), each Member’s interest in Company Profits shall be equal to the
      ratio that such Member’s Allocation Percentage bears to the aggregate Allocation
      Percentages of the Members.

     

    3.4  Modifications
      to Preserve Underlying Economic Objectives.
      If, in
      the opinion of counsel to the Company, there is a change in the Federal income
      tax law (including the Code as well as the Treasury Regulations, rulings, and
      administrative practices thereunder) which makes it necessary or prudent to
      modify the allocation provisions of this Article 3 in order to preserve the
      underlying economic objectives of the Members as reflected in this Agreement,
      the Board of Managers shall make the minimum modification necessary to achieve
      such purpose.

     

    3.5  Withholding
      Taxes.

     

    [a]  The
      Company shall withhold taxes from distributions to, and allocations among,
      the
      Members to the extent required by law (as determined by the Board of Managers
      in
      their reasonable discretion). Except as otherwise provided in this
      Section 3.5, any amount so withheld by the Company with regard to a Member
      shall be treated for purposes of this Agreement as an amount actually
      distributed to such Member pursuant to Section 4.1. An amount shall be
      considered withheld by the Company if, and at the time, remitted to a
      governmental agency without regard to whether such remittance occurs at the
      same
      time as the distribution or allocation to which it relates; provided, however,
      that an amount actually withheld from a specific distribution or designated
      by
      the Board of Managers as withheld from a specific allocation shall be treated
      as
      if distributed at the time such distribution or allocation occurs.

     

    [b]  To
      the
      extent that operation of Section 3.5(a) would create a negative balance in
      a Member’s Updated Capital Account or increase the amount by which such Updated
      Capital Account balance is negative, the amount of the deemed distribution
      shall
      instead be treated as a loan by the Company to such Member, which loan shall
      be
      payable upon demand by the Company and shall bear interest at a floating rate
      equal to the prime rate as announced from time to time by the Bank, compounded
      daily.

     

    [c]  In
      the
      event that the Board of Managers determine in their reasonable discretion that
      the Company lacks sufficient cash available to pay withholding taxes in respect
      of a Member, one or more of the Members may, in their sole and absolute
      discretion (but only with the consent of the Board of Managers), make a loan
      or
      capital contribution to the Company to enable the Company to pay such taxes.
      Any
      such loan shall be full-recourse to the Company and shall bear interest at
      a
      floating rate equal to the prime rate as announced from time to time by the
      Bank, compounded daily. Notwithstanding any provision of this Agreement to
      the
      contrary, any loan (including interest accrued thereon) or capital contribution
      made to the Company by a Member pursuant to this Section 3.5(c) shall be
      repaid or returned as promptly as is reasonably possible.

     

    [d]  Each
      Member hereby agrees to indemnify the Company and the other Members for any
      liability they may incur for failure to properly withhold taxes in respect
      of
      such Member; moreover, each Member hereby agrees that neither the Company nor
      any other Member shall be liable for any excess taxes withheld in respect of
      such Member’s Interest and that, in the event of overwithholding, a Member’s
      sole recourse shall be to apply for a refund from the appropriate governmental
      authority.

     

    [e]  Taxes
      withheld by third parties from payments to the Company shall be treated as
      if
      withheld by the Company for purposes of this Section 3.5. Such withholding
      shall be deemed to have been made in respect of all the Members in proportion
      to
      their respective allocative shares under this Article 3 of the underlying
      items of Profit to which such third party payments are attributable. In the
      event that the Company receives a refund of taxes previously withheld by a
      third
      party from one or more payments to the Company, the economic benefit of such
      refund shall be apportioned among the Members in a manner reasonably determined
      by the Board of Managers to offset the prior operation of this
      Section 3.5(e) in respect of such withheld taxes.

     

    [f]  In
      the
      event that the Company is required to recognize income or gain for income tax
      purposes under Section 684 of the Code (or a similar provision of State or
      local
      law) in respect of an in-kind distribution to a Member, then, solely for such
      income tax purposes, to the maximum extent permitted by applicable law (as
      determined by the Board of Managers in their reasonable discretion), the income
      or gain shall be allocated entirely to such Member.

     

    3.6  Special
      Loss Allocations.
      The
      allocable share of Losses of MEC Sub for any quarter will be increased by the
      amount of Additional MEC Capital related to such quarter.

     

    ARTICLE
      4

    DISTRIBUTIONS

     

    4.1  Operating
      Distributions.
      Except
      as otherwise provided in this Agreement, distributions prior to the Dissolution
      of the Company shall be made in accordance with this Section 4.1 and each Member
      actually receiving amounts pursuant to a specific distribution by the Company
      shall receive a pro rata share of each item of cash or other property of which
      such distribution is constituted (based upon such Member’s Allocation
      Percentage).

     

    [a]  Mandatory
      Tax Distributions.

     

    [i]  The
      Company shall distribute to each Member, not later than 90 days after the close
      of each Fiscal Year, an amount of cash equal to the sum of the
      following.

     

    [A]  The
      product of the Tax Percentage for such Fiscal Year and such Member’s allocated
      share of the Company’s net long-term capital gain (as defined in Section 1222(7)
      of the Code) for such Fiscal Year as shown on the Company’s Federal income tax
      return (subject to the modification described in Section 4.1(a)(iii));
      and

     

    [B]  The
      product of the Tax Percentage for such Fiscal Year and such Member’s allocated
      share of the Company’s net ordinary income and net short-term capital gain (as
      defined in Section 1222(5) of the Code) for such Fiscal Year as shown on the
      Company’s Federal income tax return (subject to the modification described in
      Section 4.1(a)(iii)).

     

    [ii]  For
      purposes of this Section 4.1(a): (x) the “Tax Percentage” with respect to each
      specific item of net long-term capital gain shall be the highest blended Federal
      and State marginal income tax rate applicable to such specific item of net
      long-term capital gain recognized by a corporation doing business, in the State
      with the highest marginal corporate income tax rate applicable to items of
      net
      long-term capital gain; and (y) the “Tax Percentage” with respect to items of
      net ordinary income and net short-term capital gain shall be the highest blended
      Federal and State marginal income tax rate applicable to ordinary income
      recognized by a corporation doing business, in the State with the highest
      marginal corporate income tax rate applicable to items of ordinary income.
      In
      all cases, the highest marginal income tax rate shall be the highest statutory
      rate applicable to the specific type of income or gain in question and shall
      be
      determined without regard to phaseouts of deductions or similar adjustments;
      moreover, a corporate franchise tax imposed in lieu of an income tax shall
      be
      treated as an income tax. The Board of Managers, acting in their reasonable
      discretion, may adjust the determination of Tax Percentages pursuant to this
      Section 4.1(a)(ii): (x) as necessary to ensure that the distribution required
      to
      be made to each Member pursuant to Section 4.1(a)(i) for any Fiscal Year is
      not
      less than such Member’s actual Federal and State income tax liability in respect
      of allocations made to such Member by the Company for such Fiscal Year; or
      (y)
      to reflect any city or other local income tax to which any Member or Members
      may
      be subject; provided, however, that the Tax Percentage with regard to a
      particular type of income or gain shall in all events be the same percentage
      for
      all Members.

     

    [iii]  For
      purposes of calculating the Company’s net income and gain under clause (i),
      above, there shall be disregarded any items of loss, expense or deduction the
      ultimate deductibility of which may, in respect of any Member or equityholder
      of
      a Member, be subject to limitation under Section 67 of the Code.

     

    [iv]  For
      purposes of determining whether the Company has satisfied its distribution
      obligation under Section 4.1(a)(i), all cash distributions made during a Fiscal
      Year shall be treated as distributions made pursuant to Section 4.1(a)(i) in
      respect of such Fiscal Year (except to the extent that such distributions were
      required to satisfy the obligations of the Company under Section 4.1(a)(i)
      in
      respect of one or more prior Fiscal Years, in which case such distributions
      shall be treated as having been made pursuant to Section 4.1(a)(i) in respect
      of
      such prior Fiscal Year or Years).

     

    [v]  At
      the
      election of the Board of Managers, no distribution shall be required pursuant
      to
      Section 4.1(a)(i) in respect of any Fiscal Year if the Company does not have
      the
      funds necessary to make the distributions.

     

    [b]  Certain
      Mandatory Distributions.
      If on
      December 31, 2009, there are funds contributed by the Members pursuant to
      Schedule A which have not been expended by the Company, then, after provision
      for all current obligations or liabilities of the Company incurred prior to
      December 31, 2009, the Board of Managers shall make cash distributions in the
      amounts and in the order under [i], [ii] and [iii] below:

     

    [i]  First,
      to
      pay the aggregate unpaid lease payments owed by the Company through December
      31,
      2009 under the Equipment Lease only with respect to assets acquired by the
      lessor thereunder after the date of this Agreement;

     

    [ii]  Next,
      to
      MEC Sub in the amount of the aggregate Additional MEC Capital; and

     

    [iii]  Next,
      to
      the Members in proportion to their Allocation Percentages until CDI Sub has
      received an amount which provides CDI Sub with a return of its Capital
      Contributions contributed by CDI Sub prior to December 31, 2009 plus a 33 1/3%
      rate of return calculated on an annual compounded basis from the date the
      Capital Contribution is made on the outstanding amounts thereof.

     

    [c]  Certain
      Optional Distributions.
      If on
      any date after December 31, 2009, the Company does not have an Actual Cash
      Flow
      Deficiency when measured on a last twelve month basis, the Board of Managers
      may
      elect thereafter to make cash distributions in the amounts and in the order
      under [i], [ii], [iii] and [iv] below:

     

    [i]  First,
      to
      pay the aggregate unpaid lease payments owed by the Company through the date
      of
      such distribution under the Equipment Lease only with respect to assets acquired
      by the lessor thereunder after the date of this Agreement, to the extent not
      previously paid under Section 4.1 [b];

     

    [ii]  Next,
      to
      the Members in proportion to their Allocation Percentages until CDI Sub has
      received an amount which provides CDI Sub with a return of its Capital
      Contributions contributed by CDI Sub prior to December 31, 2009 plus a 33 1/3%
      rate of return calculated on an annual compounded basis from the date the
      Capital Contribution is made on the outstanding amounts thereof, to the extent
      not previously paid under Section 4.1[b];

     

    [iii]  Next,
      $17,000,000 plus the amount of any Additional MEC Capital to MEC Sub, to the
      extent not previously paid under Section 4.1(b); and

     

    [iv]  Next,
      to
      the Members in proportion to their respective Allocation
      Percentages.

     

    [d]  Discretionary
      Distributions.
      In
      addition to the distributions provided for in Section 4.1[a], Section 4.1[b]
      and
      Section 4.1[c], the Board of Managers may cause the Company to distribute cash
      or property to the Members, in proportion to the Members’ respective Allocation
      Percentages, at such times and in such amounts as the Board of Managers shall
      determine.

     

    4.2  Liquidating
      Distributions.
      Notwithstanding the provisions of Section 4.1, cash or property of the
      Company available for distribution upon the Dissolution of the Company
      (including cash or property received upon the sale or other disposition of
      assets in anticipation of or in connection with such Dissolution) shall be
      distributed in accordance with the provisions of Section 8.3.

     

    4.3  Limitation
      on Distributions.
      No
      distribution shall be made to a Member pursuant to Section 4.1 if and to the
      extent that such distribution would: (i) create a negative balance in the
      Updated Capital Account of such Member or increase the amount by which such
      Updated Capital Account balance is negative; (ii) cause the Company to be
      insolvent; (iii) render the Member liable for a return of such distribution
      under applicable law; or (iv) result in a Member receiving rights with respect
      to Television Rights or Broadband and Mobile Rights it did not contribute to
      the
      Company.

     

    4.4  No
      Right to Distributions of Property.
      Except
      as otherwise provided in this Agreement, a Member shall have no right to require
      that distributions to such Member consist of any specific item or items of
      property.

     

    ARTICLE
      5

    MANAGEMENT
      AND ADMINISTRATION

     

    5.1  Management
      Powers and Authority of the Board of Managers.
      Except
      as otherwise specifically provided in this Agreement:

     

    [a]  The
      Company and its business shall be managed, controlled and operated exclusively
      by the Board of Managers consisting of four (4) Managers, who shall be the
      “managers” of the Company within the meaning Section 18-101(10) of the Act and
      shall have all of the powers and authority in respect of the Company permitted
      to managers under the Act;

     

    [b]  CDI
      Sub
      and MEC Sub shall each appoint two (2) Managers to serve on the Board of
      Managers who shall be the same managers appointed to the TrackNet board of
      managers and shall be employees of CDI and MEC, respectively; provided that
      no
      such appointee may be the chairman of either CDI or MEC.

     

    [c]  MEC
      Sub
      shall have the right to designate the first chairperson who shall serve until
      December 31, 2008. After December 31, 2008, the chairperson of the Board of
      Managers shall rotate annually between a Manager designated by CDI Sub and
      a
      Manager designated by MEC Sub, unless the party with the right to designate
      the
      chairperson agrees otherwise. The chairperson shall preside at meetings of
      the
      Board of Managers and Members, but the chairperson will be a non-executive
      position and will not have any operational or management duties.

     

    5.2  Management
      and Operations.
      The
      Company shall generally conduct its business as follows:

     

    [a]  All
      actions taken and decisions made by the Board of Managers must be approved
      unanimously by all members of the Board of Managers. In taking such actions
      and
      making such decisions, the Board of Managers and each member thereof shall
      act
      in their sole and absolute discretion, except as otherwise expressly stated
      in
      this Agreement. The Board of Managers shall make all decisions that are
      customarily made by a board of directors of a corporation and shall authorize
      the management of the Company to operate the Company in accordance with the
      terms set forth in this Agreement. Notwithstanding the foregoing, any action
      by
      the Company related to a claimed breach of the Asset Transfer and Contribution
      Agreement may be authorized by the two members of the Board of Managers
      appointed by CDI Sub.

     

    [b]  The
      Board
      of Managers shall each year approve an annual operating budget and annual
      capital budget (the 2007 annual budgets will commence May 1, 2007, with calendar
      year budgets thereafter). Any modification to the annual operating budget or
      annual capital budget must be approved by the Board of Managers. The operating
      budget for 2007, 2008 and 2009 is set forth as Schedules 2 and 2-1 of the
      Business Plan. The capital budget for 2007, 2008 and 2009 is set forth as
      Schedule 2-2 of the Business Plan. The approval of the Board of Managers shall
      be required for any Discretionary Expenditures. 

     

    [c]  The
      Company shall receive fees collected by TrackNet to help cover the costs of
      producing and distributing television and other video (the “Television Fees”).
      In connection with approving the annual budgets, the Board of Managers shall
      consult with TrackNet to determine the amount to be charged as Television Fees.
      The Television Fees shall be reviewed on an annual basis by the Board of
      Managers.

     

    [d]  The
      approval of the Board of Managers shall be required for (i) the appointment
      of
      the Chief Executive Officer (who may be the same as the chief executive officer
      of TrackNet), the Chief Financial Officer and any employee or consultant who
      will earn total compensation in a year in excess of $50,000, whether hired
      by
      the Company or seconded to the Company, and (ii) any increase in Employee Costs
      for any employee, whether such employee has been seconded to or is employed
      by
      the Company.

     

    [e]  The
      approval of the Board of Managers shall be required for any contract obligating
      the Company in an amount greater than $50,000
      or
      without a ninety (90) day right of termination.

     

    [f]  The
      approval of the Board of Managers shall be required for any contract entered
      into by the Company for the distribution of HRTV by any means (including without
      limitation cable or satellite).

     

    [g]  The
      approval of the Board of Managers shall be required for any television content
      acquisition agreement entered into by the Company and for any agreement between
      the Company and TrackNet.

     

    [h]  The
      approval of the Board of Managers shall be required for any expansion of the
      scope of the Business of the Company.

     

    [i]  The
      approval of the Board of Managers shall be required for the initiation or
      settlement of any litigation.

     

    [j]  The
      approval of the Board of Managers shall be required for any acquisitions or
      dispositions of significant assets or businesses or the formation of any
      partnerships or joint ventures.

     

    5.3  Management
      Team.
      The
      Company shall have a full time management team that is separate from its Members
      headed by such officers as determined by the Board of Managers and shall operate
      in accordance with the parameters set by the Board of Managers. In addition
      to
      executing the tasks identified above in Section 1.3(b), the Company’s management
      team shall also be responsible for such other tasks as determined by the Board
      of Managers.

     

    5.4  Managers’
      Power to Bind the Company.

     

    [a]  Notwithstanding
      any provision of this Agreement to the contrary, any contract, agreement, deed,
      lease, note or other document or instrument executed on behalf of the Company
      by
      two officers of the Company shall be deemed to have been duly executed; no
      Member’s or Manager’s signature shall be required in connection with the
      foregoing and Third Parties shall be entitled to rely upon the aforesaid power
      to bind the Company without otherwise ascertaining that the requirements of
      this
      Agreement have been satisfied.

     

    [b]  The
      Company is authorized to file with any governmental entity, on behalf of itself
      and the Members, a certificate or similar instrument that evidences the power
      of
      any two officers to bind the Company as set forth in the preceding paragraph
      (a).

     

    5.5  Duties
      to the Company.

     

    [a]  A
      Member
      shall not utilize any assets of the Company other than for the exclusive benefit
      of the Company, a purpose reasonably related to protecting such Member’s
      Interest (in a manner not inconsistent with the interests of the Company),
      or to
      comply with the requirements of applicable law.

     

    [b]  The
      Managers shall devote to the Company such time, effort and attention as shall
      be
      reasonably necessary to ensure that the Company and its business are diligently
      and prudently managed.

     

    5.6  Officers.
      The
      Board of Managers may appoint, replace and remove, from time to time, Company
      officers, who shall otherwise serve in office until the next succeeding December
      31 and to whom the Board of Managers shall delegate such powers, authority
      and
      duties in respect of the Company as the Board of Managers shall determine
      consistent with this Agreement.

     

    5.7  Manager
      and Member Expenses.

     

    [a]  General.
      Except
      as otherwise provided in Section 2.10 or this Section 5.7, neither CDI, MEC
      nor
      any Member shall be reimbursed for expenses incurred on behalf of, or otherwise
      in connection with, the Company. Any reimbursement paid by a third party for
      expenses actually reimbursed by the Company shall be retained by (or paid over
      by the recipient thereof to) the Company.

     

    [b]  Managers.
      Managers shall be reimbursed for expenses incurred on behalf of the Company
      only
      with the approval of the Board of Managers.

     

    5.8  Tax
      Matters Partner.

     

    [a]  General.
      The Tax
      Matters Partner is hereby designated the “tax matters partner” of the Company
      within the meaning of Section 6231(a)(7) of the Code. Except to the extent
      specifically provided in the Code or the Treasury Regulations (or the laws
      of
      other relevant taxing jurisdictions), the Tax Matters Partner (after receiving
      the approval of the Board of Managers) shall have exclusive authority to act
      for
      or on behalf of the Company with regard to tax matters, including the authority
      to make (or decline to make) any available tax elections.

     

    [b]  Partnership
      Classification for Tax Purposes.
      Except
      to the extent otherwise required by applicable law (disregarding for this
      purpose any requirement that can be avoided through the filing of an election
      or
      similar administrative procedure), the Tax Matters Partner shall cause the
      Company to take the position that the Company is a “partnership” for Federal,
      State and local income tax purposes and shall cause to be filed with the
      appropriate tax authorities any elections or other documents necessary to give
      due legal effect to such position. A Member shall not file (and represents
      that
      it has not filed) any income tax election or other document that is inconsistent
      with the Company’s position regarding its classification as a “partnership” for
      applicable Federal, State and local income tax purposes.

     

    [c]  Notice
      of Inconsistent Treatment of Company Item.
      No
      Member shall file a notice with the United States Internal Revenue Service
      under
      Section 6222(b) of the Code in connection with such Member’s intention to
      treat an item on such Member’s Federal income tax return in a manner which is
      inconsistent with the treatment of such item on the Company’s Federal income tax
      return unless such Member has, not less than thirty (30) days prior to the
      filing of such notice, provided the Tax Matters Partner with a copy of the
      notice and thereafter in a timely manner provides such other information related
      thereto as the Tax Matters Partner shall reasonably request.

     

    [d]  Notice
      of Settlement Agreement.
      Any
      Member entering into a settlement agreement with the United States Department
      of
      the Treasury which concerns a Company item shall notify the Tax Matters Partner
      of such settlement agreement and its terms within 60 days after the date
      thereof.

     

    5.9  Records
      and Financial Statements; Compliance with Laws

     

    [a]  The
      Company shall maintain true and proper books, records, reports, and accounts
      in
      accordance with generally accepted principles and practices of accounting
      consistently applied, in which shall be entered all transactions of the Company.
      The Company shall also maintain all schedules referenced in this Agreement
      and
      shall update such schedules promptly upon receipt of new information relating
      thereto, subject to the approval of the Board of Managers. Copies of such books,
      records, reports, accounts and schedules shall be located at the Principal
      Office and shall be available to any Member for inspection and copying, upon
      at
      least two business days’ notice, during reasonable business hours; provided,
      however, that items of highly confidential Company information may be withheld
      from a Member to the extent reasonably necessary to protect Company interests
      as
      determined by the Board of Managers in their reasonable discretion.

     

    [b]  Within
      forty-five (45) days after the end of each Fiscal Year, the Company shall
      furnish to each Member the following, which shall be audited by a firm of
      independent certified public accountants approved by the Board of Managers:
      (i)
      a balance sheet of the Company, (ii) an income statement of the Company, (iii)
      a
      statement of cash flows of the Company, and (iv) the Capital Account balance
      of
      each Member. In addition, within sixty (60) days after the end of each Fiscal
      Year, the Company shall supply all information reasonably necessary to enable
      the Members to prepare their Federal and State income tax returns and (upon
      request therefor) to comply with other reporting requirements imposed by law.
      Within twenty (20) days after the end of each quarter, the Company shall furnish
      to each Member the following, which shall be unaudited but prepared in
      accordance with generally accepted accounting principles and practices
      consistently applied: (i) a balance sheet of the Company, (ii) an income
      statement of the Company, (iii) a statement of cash flows of the Company, and
      (iv) the Capital Account balance of each Member.

     

    [c]  The
      Company shall conduct its Business in compliance with applicable laws and shall
      provide such information, and shall grant to the Members and their attorneys,
      accountants and other representatives such access to the books, records, other
      information and personnel of the Company, as is reasonably necessary for the
      Members to comply with applicable laws, including without limitation, the
      securities laws in general and the Sarbanes-Oxley Act of 2002 in
      particular.

     

    5.10  Valuation
      of Company Assets and Interests.

     

    [a]  General.
      In the
      event that the fair market value of a Company asset or Interest must be
      determined for purposes of this Agreement, such value shall be determined by
      the
      Board of Managers, acting in good faith.

     

    [b]  Dispute.
      In the
      event that the Board of Managers is unable to determine such value, the matter
      shall be submitted for determination to a qualified Third Party valuation expert
      acceptable to the Board of Managers.

     

    [c]  Binding
      Effect.
      The
      value of any Company asset or Interest determined pursuant to this Section
      5.10
      shall be binding upon the Company and the Members and shall establish the “Fair
      Market Value” of such asset or Interest for all purposes under this
      Agreement.

     

    5.11  Removal
      or Resignation of Managers.
      A
      Manager may be removed for any reason upon the notice of such removal by the
      Member appointing such Manager and may voluntarily resign as a Manager upon
      providing thirty (30) days advance written notice of such resignation to the
      Board of Managers.

     

    5.12  Vacancies.
      A
      vacancy in the Board of Managers caused by the removal, resignation or Permanent
      Incapacity of a Manager shall be filled by the Member who originally appointed
      the Manager.

     

    5.13  Meetings
      of the Board of Managers.

     

    [a]  Meetings
      of the Board of Managers may be called by any Manager. Any such meeting shall
      be
      held at a reasonable time and place on not less than two (2) days notice, which
      notice shall include an agenda of items to be considered at the meeting.
      Reasonable accommodation shall be made for any Manager who elects to attend
      a
      meeting via telephonic or similar means pursuant to which all Persons attending
      the meeting can hear one another. Minutes of the meeting shall be prepared
      at
      the direction of the Board of Managers.

     

    [b]  Any
      action of the Board of Managers may be taken by written consent of all the
      Managers.

     

    5.14  Acquisition
      of Television Rights.
      

     

    [a]  The
      Company shall grant TrackNet the exclusive right to acquire Television Rights
      and Broadband and Mobile Rights from Third Parties worldwide for use by the
      Company worldwide or by any sublicensee approved by the Board of Managers until
      December 31, 2009. The Members may jointly agree to earlier terminate or extend
      this exclusive grant of rights, in their sole discretion.

     

    [b]  TrackNet
      shall, on behalf of the Company, collect Television Fees from Third Parties
      and
      remit such fees to the Company.

     

    ARTICLE
      6

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

     

    6.1  Other
      Ventures and Activities.

     

    [a]  Each
      Member acknowledges that the other Members and their respective Affiliates
      are
      involved in other business, financial, investment and professional activities
      other than the Business and activities within the scope of Section 1.3(b).
      Except as specifically set forth in Section 5.5: (i) neither the Company,
      CDI, MEC nor the Members shall have any right by virtue of this Agreement or
      the
      existence of the Company in and to such ventures or activities or to the income
      or profits derived therefrom; and (ii) the Members and their Affiliates
      shall have no duty or obligation to make any reports to the Members or the
      Company with respect to any such ventures or activities.

     

    [b]  The
      Members acknowledge that a Member may be prohibited from taking action for
      the
      benefit of the Company: (i) due to confidential information acquired or
      obligations incurred in connection with a permitted outside activity under
      this
      Section 6.1; or (ii) in connection with activities undertaken prior to
      the date of such Member’s admission to the Company. No Person shall be liable to
      the Company, CDI, MEC or any Member for any failure to act for the benefit
      of
      the Company in consequence of a prohibition described in the preceding
      sentence.

     

    [c]  For
      so
      long as a Member shall have licensed its Television Rights in the Territory
      to
      the Company, such Member (and CDI and MEC in the case of CDI Sub and MEC Sub,
      as
      applicable) shall not, directly or indirectly, own, manage, operate, join,
      have
      an interest in, control or participate in the ownership, management, operation
      or control of, or be otherwise connected in any manner with, any corporation,
      limited liability company, partnership or other business entity which: (i)
      engages in the exploitation of such Member’s (and CDI’s and MEC’s in the case of
      CDI Sub and MEC Sub, as applicable) Television Rights in the Territory, or
      (ii)
      engages in the business of operating a television network in the Territory
      primarily focused on horse racing; in the case of each of (i) and (ii) above,
      other than the ownership of less than five percent (5%) of the equity interests
      of any publicly traded entity. The above noncompete provision applies even
      in
      the event the Television Rights become nonexclusive to the Company pursuant
      to
      Schedule 5 of the Business Plan; provided that nothing herein shall prohibit
      (i)
      any party from exploiting its Broadband and Mobile Rights as permitted under
      this Agreement, or (ii) any party from licensing its Television Rights on a
      non-exclusive basis to any Third Party in the event such Television Rights
      are
      no longer exclusively licensed to the Company. Notwithstanding any other
      provision herein, CDI or MEC may each, directly or indirectly, own up to thirty
      three and one third percent (33 1/3%) of the equity interests in RTN and such
      ownership shall not be deemed a breach or violation of this Section
      6.1[c].

     

    6.2  Confidentiality.
      All
      information provided to the Members or their Affiliates by or on behalf of
      the
      Company or a Member concerning the business or assets of the Company or any
      Member or its Affiliates in connection with the activity of the Company shall
      be
      deemed strictly confidential and shall not, without the prior consent of the
      Board of Managers, be (i) disclosed to any Person (other than a Member, CDI
      or MEC) or (ii) used by a Member other than for a Company purpose or a
      purpose reasonably related to protecting such Member’s Interest or the business
      of such Member (in either case in a manner not inconsistent with the interests
      of the Company). The Board of Managers consent to the disclosure by each Member
      of Company information to such Member’s accountants, attorneys and similar
      advisors bound by a duty of confidentiality. The foregoing requirements of
      this
      Section 6.2 shall not apply to a Member with regard to any information that
      is currently or becomes: (i) required to be disclosed pursuant to
      applicable law, including the rules and regulations of the Securities and
      Exchange Commission or the rules of Nasdaq, the Toronto Stock Market or any
      other stock market on which securities of a Member, CDI or MEC are listed (but
      only to the extent of such requirement); (ii) required to be disclosed in
      order to protect such Member’s Interest (but only to the extent of such
      requirement and only after consultation with the Board of Managers);
      (iii) publicly known or available in the absence of any improper or
      unlawful action on the part of such Member; or (iv) known or available to
      such Member other than through or on behalf of the Company or a Member. For
      purposes of this Section 6.2, Company information provided by one Member to
      another shall be deemed to have been provided on behalf of the Company. The
      Company and the Board of Managers shall similarly refrain from disclosing any
      confidential information furnished by a Member pursuant to this
      Section 6.2.

     

    6.3  Disclosures.
      Each
      Member shall furnish to the Company upon request any information with respect
      to
      such Member reasonably determined by the Board of Managers to be necessary
      or
      convenient for the formation, operation, Dissolution, winding-up, or Termination
      of the Company, and any such information which is confidential shall be treated
      as such by the Company and the Members.

     

    6.4  Certain
      Member Representations and Covenants.

     

    [a]  Each
      Member hereby represents that, with respect to its Interest: (i) it is
      acquiring or has acquired such Interest for purposes of investment only, for
      its
      own account (or a trust account if such Member is a trustee), and not with
      a
      view to resell or distribute the same or any part thereof; and (ii) no
      other Person has any interest in such Interest or in the rights of such Member
      under this Agreement (other than a shareholder or other owner of an interest
      in
      the Member by virtue thereof or a spouse having a community property or similar
      interest under applicable law.) Each Member also represents that it has the
      business and financial knowledge and experience necessary to acquire its
      Interest on the terms contemplated herein and that it has the ability to bear
      the risks of such investment (including the risk of sustaining a complete loss
      of all its capital contributions) without the need for the investor protections
      provided by the registration requirements of the Securities Act.

     

    [b]  Except
      to
      the extent set forth in a notice provided to the Company, each Member hereby
      represents that allocations, distributions and other payments to such Member
      by
      the Company are not subject to tax withholding under the Code. Each Member
      shall
      promptly notify the Company in the event that any allocation, distribution
      or
      other payment previously exempt from such withholding becomes or is anticipated
      to become subject thereto.

     

    [c]  Each
      Member acknowledges that certain provisions of this Agreement (including
      Sections 6.1 and 9.1) have the effect of limiting the fiduciary duties or
      obligations of some or all Members to the Company and the other Members under
      applicable law. Each Member hereby represents that it has carefully considered
      and fully understands each such provision and has made an informed decision
      to
      consent thereto.

     

    [d]  Each
      Member hereby represents that: (i) it is a corporation or limited liability
      company validly existing and in good standing under the laws of its jurisdiction
      of incorporation or formation and has all requisite power and authority to
      own,
      lease and use its assets and carry on its business as and in the places where
      such assets are owned, leased or used or such business is conducted; (ii) it
      has
      full corporate or limited liability company power and authority to enter into
      this Agreement and consummate the transactions contemplated hereby and this
      Agreement and the other documents contemplated by this Agreement have been
      duly
      authorized by all requisite corporate or limited liability company action of
      such Member, have been duly executed and delivered by such Member and constitute
      the valid and binding obligation of such Member enforceable in accordance with
      their terms; and (iii) it is and shall be during the Term in compliance with
      all
      material laws, statutes, rules or regulations applicable to such Member or
      its
      assets or business and it shall not be under indictment or grand jury subpoena
      with respect to any criminal investigation pursuant to which it has been
      identified as a target.

     

    6.5  Avoidance
      of Publicly Traded Partnership Status.

     

    [a]  Except
      to
      the extent otherwise set forth in a notice provided to the Company, each Member
      hereby represents that at least one of the following statements with respect
      to
      such Member is true and will continue to be true throughout the period during
      which such Member holds an Interest:

     

    [i]  Such
      Member is not a partnership, grantor trust or S corporation for Federal income
      tax purposes;

     

    [ii]  With
      regard to each Beneficial Owner of such Member, the principal purposes for
      the
      establishment and/or use of such Member do not include avoidance of the one
      hundred (100) partner limitation set forth in Treasury Regulation Section
      1.7704-1(h)(1)(ii); or

     

    [iii]  With
      regard to each Beneficial Owner of such Member, not more than 75 percent of
      the
      value of such Beneficial Owner’s interest in such Member is attributable to such
      Member’s Interest.

     

    [b]  In
      the
      event that a Member’s representation pursuant to Section 6.5(a) shall at any
      time fail to be true, or the information set forth in a notice provided by
      such
      Member to the Company pursuant to Section 6.5(a) shall change, such Member
      shall
      promptly (and in any event within 10 days) notify the Company of such fact
      and
      shall promptly thereafter deliver to the Company any information regarding
      such
      Member and its Beneficial Owners reasonably requested by counsel to the Company
      for purposes of determining the number of the Company’s “partners” within the
      meaning of Treasury Regulation Section 1.7704-1(h).

     

    [c]  Each
      Member acknowledges that the Board of Managers will rely upon such Member’s
      representations, notices and other information as set forth in this Section
      6.5
      for purposes of determining whether proposed Transfers of Interests may cause
      the Company to be treated as a “publicly traded partnership” within the meaning
      of Section 7704 of the Code and that failure by a Member to satisfy its
      obligations under this Section 6.5 may cause the Company to be treated as a
      corporation for Federal, State or local tax purposes.

     

    6.6  Shared
      Services.
      MEC
      shall share the services of certain MEC personnel with the Company as identified
      and described on Schedule 1-1 of the Business Plan.

     

    6.7  CDI
      Guaranty; MEC Guaranty.
      

     

    [a]  CDI
      hereby absolutely and unconditionally guarantees to the Company, MEC and MEC
      Sub, their respective successors and permitted assigns, the due prompt and
      punctual performance of all obligations of, and the prompt payment when due
      at
      all times hereafter of any and all amounts owed by, CDI Sub under this Agreement
      (including any extensions, modifications and amendments hereof) to the Company,
      MEC or MEC Sub (the “CDI Sub Obligations”). Each of the Company, MEC and MEC Sub
      shall have the right of immediate recourse against CDI for full and immediate
      performance or payment of the CDI Sub Obligations at any time after the CDI
      Sub
      Obligations, or any part thereof, have not been performed or paid in full when
      due. This is a guaranty of payment, not of collection, and CDI therefore agrees
      and acknowledges that the Company, MEC and MEC Sub shall not be obligated,
      prior
      to seeking recourse against or receiving payment from CDI, to take any of the
      following actions (although any of the Company, MEC or MEC Sub may, at its
      option, do so in whole or in part) all of which CDI hereby unconditionally
      waives: [i] take any steps whatsoever to collect from CDI Sub or file any claim
      of any kind against CDI Sub, take any steps whatsoever to accept, perfect a
      security interest in, or foreclosure or realize on, collateral security, if
      any,
      securing or for payment of the CDI Sub Obligations or any guaranty of the CDI
      Sub Obligations; or [ii] in any other respect exercise diligence in collecting
      or attempting to collect any of the CDI Sub Obligations by any means. CDI
      unconditionally and irrevocably waives each and every defense which, under
      principles of guaranty or surety law, would operate to impair or diminish the
      liability of CDI to the Company, MEC or MEC Sub hereunder. CDI unconditionally
      waives: [i] any subrogation to the rights of the Company, MEC or MEC Sub against
      CDI Sub until all of the CDI Sub Obligations have been satisfied in full; and
      [ii] any acceptance of this guaranty. This guaranty by CDI is personal to the
      Company, MEC and MEC Sub and cannot be assigned without the express written
      approval of CDI, which may be withheld in CDI’s sole discretion.

     

    [b]  MEC
      hereby absolutely and unconditionally guarantees to the Company, CDI and CDI
      Sub, their respective successors and permitted assigns, the due prompt and
      punctual performance of all obligations of, and the prompt payment when due
      at
      all times hereafter of any and all amounts owed by, MEC Sub under this Agreement
      (including any extensions, modifications and amendments hereof) to the Company,
      CDI or CDI Sub (the “MEC Sub Obligations”). Each of the Company, CDI and CDI Sub
      shall have the right of immediate recourse against MEC for full and immediate
      performance or payment of the MEC Sub Obligations at any time after the MEC
      Sub
      Obligations, or any part thereof, have not been performed or paid in full when
      due. This is a guaranty of payment, not of collection, and MEC therefore agrees
      and acknowledges that the Company, CDI and CDI Sub shall not be obligated,
      prior
      to seeking recourse against or receiving payment from MEC, to take any of the
      following actions (although any of the Company, CDI or CDI Sub may, at its
      option, do so in whole or in part) all of which MEC hereby unconditionally
      waives: [i] take any steps whatsoever to collect from MEC Sub or file any claim
      of any kind against MEC Sub, take any steps whatsoever to accept, perfect a
      security interest in, or foreclose or realize on, collateral security, if any,
      securing or for payment of the MEC Sub Obligations or any guaranty of the MEC
      Sub Obligations; or [ii] in any other respect exercise diligence in collecting
      or attempting to collect any of the MEC Sub Obligations by any means. MEC
      unconditionally and irrevocably waives each and every defense which, under
      principles of guaranty or surety law, would operate to impair or diminish the
      liability of MEC to the Company, CDI or CDI Sub hereunder. MEC unconditionally
      waives: [i] any subrogation to the rights of the Company, CDI or CDI Sub against
      MEC Sub until all of the MEC Sub Obligations have been satisfied in full; and
      [ii] any acceptance of this guaranty. This guaranty by MEC is personal to the
      Company, CDI and CDI Sub and cannot be assigned without the express written
      approval of MEC, which may be withheld in MEC’s sole discretion.

     

    6.8  Marketing.
      Any
      marketing or advertising by either CDI or MEC, or their respective advance
      deposit wagering businesses, on or with respect to HRTV must be approved by
      the
      Board of Managers. CDI and MEC intend to market or advertise their respective
      advance deposit wagering businesses on HRTV (i) in a substantially similar
      manner, in a substantially similar volume and on substantially similar terms,
      and (ii) in a manner substantially similar to the past practices of XpressBet,
      in all cases, without creating the impression that either CDI or MEC, or its
      advance deposit wagering business, is the sole or primary party or advance
      deposit wagering business associated with HRTV. For purposes of example only,
      neither CDI or MEC may brand its advance deposit wagering business as the
“official” or “preferred” advance deposit wagering business of HRTV (nor request
      or permit any commentators on HRTV to suggest it) and neither party may place
      graphics on the screen during programming advertising their advance deposit
      wagering business, unless expressly agreed to in advance by the Board of
      Managers.

     

    6.9  Ownership.
      Each of
      CDI and MEC agrees to directly or indirectly beneficially own all of the
      ownership interests in CDI Sub and MEC Sub, respectively.

     

    ARTICLE
      7

    TRANSFERS
      AND WITHDRAWALS

    


    7.1  Transfers
      of Interests.

     

    [a]  Prior
      to
      December 31, 2009, a Member shall not Transfer all or any portion of its
      Interest without the prior consent of the Board of Managers, which consent
      may
      be withheld in the Board of Managers’ sole and absolute discretion. After
      December 31, 2009, a Member may Transfer all or any portion of it Interest
      to a
      Third Party subject to the following:

     

    [i]  The
      Member (the “Offering Member”) desiring to Transfer all or any portion of it
      Interest to a Third Party (the “Offered Interest”) must provide written notice
      of the terms and conditions of such proposed Transfer including the identity
      of
      the proposed transferee (the “Offer Notice”) to the other Member (the
“Nonselling Member”). The Nonselling Member shall have a period of thirty (30)
      days after receipt of the Offer Notice (the “Option Period”) to notify the
      Offering Member in writing of its election to purchase the Offered Interest
      for
      the same price and on the same terms and conditions as set forth in the Offer
      Notice. If the Nonselling Member exercises this option to purchase the Offered
      Interest, the Nonselling Member and the Offering Member shall enter into an
      agreement of purchase and sale within thirty (30) days. If the Nonselling Member
      fails to respond within the Option Period, it shall be deemed to have elected
      not to purchase the Offered Interest. If the Nonselling Member does not timely
      exercise the option to purchase the Offered Interest or otherwise declines
      to
      purchase the Offered Interest, the Offering Member shall be free to sell the
      Offered Interest to the proposed Third Party at the price and upon terms no
      less
      favorable to the Offering Member than those set forth in the Offer Notice,
      so
      long as such sale is consummated within ninety (90) days from the close of
      the
      Option Period. If the Offered Interest is not sold within such ninety (90)
      day
      period, the Offered Interest shall again be subject to the provisions of this
      Section.

     

    [ii]  If
      the
      Offering Member sells its Interest to the Third Party, the Nonselling Member
      may
      elect to require the Offering Member to require the Third Party to acquire
      the
      Interest of the Nonselling Member under the same terms and conditions (adjusted,
      as appropriate, in the event the Members have different Allocation Percentages)
      and as part of the same transaction as set forth in the Offer Notice, which
      election must be made by the Nonselling Member within the Option
      Period.

     

    [b]  Unless
      admitted as a Member in accordance with the provisions of this Agreement, the
      transferee of all or any portion of an Interest shall not be a Member, but
      instead shall be subject to the provisions of Section 7.4.

     

    [c]  In
      connection with each Transfer of an Interest: (i) the transferor and transferee
      shall execute and deliver to the Company a written instrument of transfer in
      form and substance reasonably satisfactory to the Board of Managers and (ii)
      the
      transferee shall execute and deliver to the Company a written instrument
      pursuant to which the transferee assumes all obligations of the transferor
      associated with the transferred Interest and otherwise agrees to comply with
      the
      terms and provisions of this Agreement.

     

    [d]  In
      connection with each Transfer, the transferring Member shall provide to the
      Company either: (i) an opinion of counsel to such transferring Member
      satisfactory in form and substance to counsel for the Company with respect
      to
      the matters referred to in Section 7.1(j); or (ii) sufficient information
      to allow counsel to the Company to make a determination that the proposed
      Transfer will not result in any of the consequences referred to in
      Section 7.1(j).

     

    [e]  In
      the
      event of any Transfer which results in multiple ownership of a Member’s
      Interest, the Board of Managers may require that one or more trustees or
      nominees be designated to represent all or a portion of the Interest transferred
      for the purpose of receiving all notices which may be given and all payments
      which may be made under this Agreement and for the purpose of exercising all
      rights of the transferees under this Agreement.

     

    [f]  In
      the
      event a Member Transfers (or proposes to Transfer) all or any portion of its
      Interest, all reasonable legal and other out-of-pocket expenses incurred by
      the
      Company on account of the Transfer (or proposed Transfer) shall be paid by
      such
      Member. Following the effective date of any Transfer, the transferor and
      transferee shall be jointly and severally liable for all such
      expenses.

     

    [g]  Except
      as
      otherwise specifically provided in this Agreement or with the consent of the
      Board of Managers, all economic attributes of a transferor Member’s Interest
      (such as the Member’s Capital Commitment, Capital Contribution, Allocation
      Percentage, Capital Account balance, and obligation to return distributions
      or
      make other payments to the Company) shall carry over to a transferee in
      proportion to the percentage of the Interest so transferred.

     

    [h]  Once
      all
      other conditions to the Transfer of a Member’s Interest have been satisfied,
      such Transfer shall be effective as of: (x) the Close of Business on the last
      day of the next ending fiscal quarter of the Company; or (y) such other time
      as
      shall be jointly selected by the Board of Managers, the transferor and the
      transferee.

     

    [i]  Notwithstanding
      any provision of this Agreement to the contrary, a Member or Withdrawn Member
      shall not, by virtue of having Transferred all or any portion of its Interest,
      be relieved of any obligations arising under this Agreement; provided, however,
      that a Member or Withdrawn Member shall be relieved of such obligations to
      the
      extent that: (x) such relief is approved by the Board of Managers (which
      approval may be withheld by the Board of Managers in their sole and absolute
      discretion); and (y) such obligations are assumed by another Member or Person
      admitted to the Company as a Substitute Member.

     

    [j]  Notwithstanding
      any provision of this Agreement to the contrary, there shall be no Transfer
      of
      an Interest unless such Transfer will not: (i) give rise to a requirement
      that the Company register under the Securities Act; (ii) otherwise subject
      the Company, a Member, or any equityholder, member, director, officer, or
      employee of a Member to additional regulatory requirements under Federal, State,
      local or foreign law, compliance with which would subject the Company or such
      other Person to material expense or burden (unless each such affected Person
      consents to such Transfer); (iii) constitute a transaction effected through
      an “established securities market” within the meaning of Treasury Regulation
      Section 1.7704-1(b) or otherwise cause the Company to be a “publicly traded
      partnership” within the meaning of Section 7704 of the Code;
      (iv) effect a termination of the Company under Section 708 of the Code
      (but only if such termination would result in material adverse consequences
      to
      the Company or any Member under Federal, state or local law); or
      (v) violate any law, regulation or other governmental rule, or result in a
      violation thereof by the Company, a Member, or any equityholder, member,
      director, officer, or employee of a Member.

     

    [k]  Any
      Transfer in violation of this Article 7: (i) shall be null and void as
      against the Company and the other Members; and (ii) shall not be recognized
      or permitted by, or duly reflected in the official books and records of, the
      Company. The preceding sentence shall not be applied to prevent the Company
      from
      enforcing any rights it may have in respect of a transferee arising under this
      Agreement or otherwise (including any rights arising under
      Section 10.8).

     

    [l]  Solely
      for purposes of this Article 7 (other than Section 7.1(g)), an Interest
      shall be deemed to include any Derivative Company Interest held, issued or
      created by a Member, Assignee or other Person.

     

    7.2  Withdrawal/Removal
      of a Member.

     

    [a]  A
      Member
      shall not withdraw from the Company or otherwise elect to cease to be a Member
      without the approval of the Board of Managers.

     

    [b]  A
      Member
      shall not be removed from the Company without its consent.

     

    7.3  Procedures
      Following Member Withdrawal/Removal.
      A
      Member that withdraws or is removed from the Company (including via a deemed
      withdrawal) in accordance with the provisions of Section 7.2 or otherwise
      ceases to be a member of the Company under the Act (each a “Withdrawal Event”
and a “Withdrawn Member”) shall be treated as an Assignee and, accordingly,
      shall have the rights and obligations of an Assignee as described in
      Section 7.4. Subject to the preceding sentence, a Withdrawn Member shall
      not be entitled to any redemption of its Interest, distribution or payment
      in
      connection with its Withdrawal Event or otherwise in consequence of its status
      as a Withdrawn Member.

     

    7.4  Status
      of Assignees.

     

    [a]  Notwithstanding
      any provision of this Agreement to the contrary, an Assignee shall not be
      admitted to the Company as a Substitute Member without the consent of the Board
      of Managers, which consent may be withheld in the Board of Managers’ sole and
      absolute discretion.

     

    [b]  All
      rights and privileges associated with an Assignee interest in the Company shall
      be derived solely from the Member interest of which such rights and privileges
      were previously a component part. No Assignee shall hold, by virtue of such
      Assignee’s interest in the Company, any rights and privileges that were not
      specifically transferred to such Assignee by the prior holder of such interest.
      No Member, Assignee or other rights or privileges arising under this Agreement
      or the Act shall apply with respect to a notional or constructive interest
      in
      the Company, without regard to whether such interest constitutes a Derivative
      Company Interest.

     

    [c]  Subject
      to Section 3.1(d), an Assignee that holds an interest in the Company shall
      be entitled to receive the allocations attributable to such interest pursuant
      to
      Article 4, to receive the distributions attributable to such interest pursuant
      to Articles 4 and 8, and to Transfer such interest in accordance with the terms
      of this Article 7. Notwithstanding the preceding sentence, the Company and
      the
      Members shall incur no liability for allocations and distributions made in
      good
      faith to a transferor until a valid written instrument of Transfer has been
      received by the Company and recorded on its books and the effective time of
      the
      Transfer has passed.

     

    [d]  To
      the
      extent otherwise applicable to the interest in the Company that has been
      transferred to an Assignee, the Assignee shall be subject to, and bound by,
      all
      of the terms and provisions of this Agreement that inure to the benefit of
      the
      Company or any Member (without regard to whether such Assignee has executed
      a
      written instrument of Transfer as described in Section 7.4(c) or an assumption
      of obligations as described in Section 7.1(c)). Without limitation on the
      preceding sentence, an Assignee that holds an interest in the Company shall
      be
      responsible for any unpaid Capital Commitment and obligation to return
      distributions or make other payments to the Company associated with such
      interest and shall comply with the provisions of Sections 6.2, 6.3 and
      10.14.

     

    [e]  Solely
      to
      the extent necessary to give effect to the Assignee rights and obligations
      set
      forth in Section 7.4(c) and (d), an Assignee shall be treated as a Member for
      purposes of this Agreement.

     

    [f]  An
      Assignee shall not, solely by virtue of its status as such, hold any
      non-economic rights in respect of the Company. Without limitation on the
      preceding sentence, an Assignee’s interest in the Company shall not entitle such
      Assignee to participate in the management, control or operation of the Company
      or its business, act for the Company, bind the Company under agreements or
      arrangements with third parties, or vote on Company matters. An Assignee shall
      not have any right to receive or review Company books, records, reports or
      other
      information. An Assignee shall not hold itself out as a Member in any forum
      or
      for any purpose; provided, however, that, to the extent necessary to maintain
      consistency with the Company’s income tax returns, reports, and other filings,
      an Assignee shall take the position that it is a Member (or “partner”) solely
      for income tax purposes.

     

    7.5  Transfers
      of Racetracks.
      In the
      event CDI or MEC voluntarily divests its Control of the racing and wagering
      activities of Churchill Downs Racetrack or Arlington Park, in the case of CDI,
      or Gulfstream Park or Santa Anita, in the case of MEC (such party, a “Divesting
      Party”), to a Third Party who continues to operate such track as a horse racing
      track, the Divesting Party shall require, as a condition of the voluntary
      divestiture, that the party assuming Control of the racing and wagering
      activities of such CDI Track or MEC Track, as the case may be, agree in writing
      to comply with all terms and conditions of this Agreement as if the divested
      track were still a CDI Track or MEC Track, as the case may be, for the shorter
      of (i) twenty four months following the consummation of the divestiture, or
      (ii)
      such time as such party assuming Control permanently ceases to conduct live
      horse racing at such track. The provisions of this Section 7.5 shall apply
      to
      all voluntary divestitures of Control, including without limitation, the sale
      of
      a racetrack or of an equity interest in the entity operating the racetrack,
      the
      voluntary termination of a lease, management agreement or other contractual
      arrangement, or any other voluntary action that results in a loss of
      Control.

     

    ARTICLE
      8

    DISSOLUTION
      AND LIQUIDATION

     

    8.1  Dissolving
      Events.
      The
      Company shall be Dissolved upon the occurrence of any of the following
      events:

     

    [a]  Expiration
      of the Company’s Term;

     

    [b]  Failure
      of the Company to have at least one Member;

     

    [c]  Permanent
      cessation of the Company’s Business;

     

    [d]  An
      election to Dissolve the Company executed by all members of the Board of
      Managers;

     

    [e]  Any
      other
      event which results in a mandatory Dissolution of the Company under the
      Act;

     

    [f]  The
      continuation of a Deadlock of the Board of Managers or the Members, as
      applicable, for a period of twelve (12) consecutive months;

     

    [g]  At
      the
      election of a Member when another Member or its advance deposit wagering
      business is subject to a Change of Control Transaction, which election may
      be
      made only within the ninety (90) day period following such event;

     

    [h]  At
      the
      election of the other Member, upon the Bankruptcy, Dissolution or Termination
      of
      a Member, which election may be made only within the ninety (90) day period
      following such event;

     

    [i]  At
      the
      election of the other Member, if a Member or its Affiliate has materially
      breached this Agreement or any of the Auxiliary Agreements or the Business
      Plan,
      which election may be made only within the ninety (90) day period following
      notice of such event under Section 10.13 and such breach is not cured as
      provided in Section 10.13 hereof; or

     

    [j]  Dissolution
      of TrackNet.

     

    8.2  Term
      and Unwind Provision.
      The
      term
      of this Agreement shall continue for so long as the term of the Limited
      Liability Company Operating Agreement of TrackNet shall continue (the “Initial
      Term”), subject to such earlier termination as the parties may mutually agree or
      as set forth in this Article 8. In the event that the Company is terminated
      in
      accordance with the terms hereof within the first five year period following
      the
      execution of this Agreement, then the parties shall continue to operate the
      Company for a period of one hundred twenty (120) days from the date of such
      termination (the “One Hundred Twenty Day Extension”). During the One Hundred
      Twenty Day Extension, the parties shall arrange for the orderly liquidation
      of
      the Company as set forth in Section 8.3 of this Agreement. The Initial Term
      plus
      the One Hundred Twenty Day Extension, if applicable, is the “Term”.

     

    8.3  Winding
      Up and Liquidation.

     

    [a]  Upon
      Dissolution of the Company, the Board of Managers shall promptly wind up the
      affairs of, liquidate and Terminate the Company. In furtherance thereof, the
      Board of Managers shall: (i) have all of the administrative and management
      rights and powers of the Board of Managers (including the power to bind the
      Company); and (ii) be reimbursed for Company expenses it reasonably incurs.
      Following Dissolution, the Company shall sell or otherwise dispose of assets
      determined by the Board of Managers to be unsuitable for distribution to the
      Members, but shall engage in no business activities other than the Business
      except as may be necessary, in the reasonable discretion of the Board of
      Managers, to preserve the value of the Company’s assets during the period of
      winding-up and liquidation. In any event, the Board of Managers shall use its
      Best Efforts to prevent the period of winding-up and liquidation of the Company
      from extending beyond the date which is two (2) years after the Company’s date
      of Dissolution. At the conclusion of the winding-up and liquidation of the
      Company, the Board of Managers shall: (i) designate one Person (who shall be
      a
      Member unless the parties otherwise agree) to hold the books and records of
      the
      Company (and to make such books and records available to the Members on a
      reasonable basis) for not less than six years following the Termination of
      the
      Company under the Act; and (ii) execute, file and record, as necessary, a
      certificate of termination or similar document to effect the Termination of
      the
      Company under the Act and other applicable laws.

     

    [b]  Distributions
      to the Members in liquidation may be made in cash or in kind, or partly in
      cash
      and partly in kind, as determined by the Board of Managers, provided, however,
      the rights granted to the Company by the Members under Section 2.1(c) shall
      terminate and vest in the contributing Member. Distributions in kind shall
      be
      valued at Fair Market Value as determined by the Board of Managers in accordance
      with the provisions of Section 5.10 and shall be subject to such conditions
      and
      restrictions as may be necessary or advisable in the reasonable discretion
      of
      the Board of Managers to preserve the value of the property so distributed
      or to
      comply with applicable law.

     

    [c]  The
      Profits and Losses of the Company during the period of winding-up and
      liquidation shall be allocated among the Members in accordance with the
      provisions of Article 3. If any property is to be distributed in kind, the
      Capital Accounts of the Members shall be adjusted with regard to such property
      in accordance with the provisions of Section 3.1(e).

     

    [d]  Upon
      Dissolution, the assets of the Company (including proceeds from the sale or
      other disposition of any assets during the period of winding-up and liquidation)
      shall be applied as follows:

     

    [i]  First,
      to
      repay any indebtedness of the Company, whether to third parties or the Members,
      in the order of priority required by law; provided that with respect to the
      aggregate unpaid lease payments under the Equipment Lease only with respect
      to
      assets acquired by the lessor thereunder after the date of this Agreement and
      only to the extent not previously paid under Section 4.1[b] or Section 4.1[c]
      (for avoidance of doubt, MEC Additional Capital is not
“indebtedness”);

     

    [ii]  Next,
      to
      the Members in proportion to their Allocation Percentages until CDI Sub has
      received an amount which provides CDI Sub with a return of its Capital
      Contributions contributed by CDI Sub prior to December 31, 2009 plus a 33 1/3%
      rate of return calculated on an annual compounded basis from the date the
      Capital Contribution is made on the outstanding amounts thereof, to the extent
      not previously paid under Section 4.1[b] or Section 4.1[c];

     

    [iii]  Next,
      $17,000,000 plus the amount of any Additional MEC Capital to MEC Sub, to the
      extent not previously paid under Section 4.1[b] or Section 4.1[c];
      and

     

    [iv]  Next,
      to
      the Members in proportion to their respective Allocation
      Percentages.

     

    [e]  Except
      as
      otherwise specifically provided in this Agreement, a Member shall have no
      liability to the Company or to any other Member or to any Third Party in respect
      of a negative balance in such Member’s Capital Account during the term of the
      Company or at the conclusion of the Company’s Termination.

     

    8.4  Elections
      to Continue or Discontinue Operations.

     

    [a]  If
      on
      December 31, 2009, the Company does not have an Actual Cash Flow Deficiency
      when
      measured on a last-twelve-month basis, the elections set forth in Sections
      8.4(b) and 8.4(c) shall not apply. In such event, the operations of the Company
      shall continue and all further funding of the Company as agreed by the Members
      shall be made in accordance with the Allocation Percentages.

     

    [b]  If
      on
      December 31, 2009, the Company has an Actual Cash Flow Deficiency when measured
      on a last-twelve-month basis, CDI Sub shall have an election to either continue
      or discontinue its participation in the operations of the Company, which
      election shall be made by giving written notice to MEC on or before February
      15,
      2010. (i) If CDI Sub elects to continue its participation in the operations
      of
      the Company, then the operations of the Company shall continue and all further
      funding of the Company as agreed by the Members shall be made in accordance
      with
      the Allocation Percentages. Furthermore, in such event all future distributions
      shall be made in accordance with the provisions of Section 4.1(c)
      notwithstanding the fact that the Company had an Actual Cash Flow Deficiency
      when measured on a last-twelve-month basis. (ii) If CDI Sub elects to
      discontinue its participation in the operations of the Company, then MEC Sub
      shall have the election set forth in Section 8.4(c).

     

    [c]  If
      CDI
      Sub elects to discontinue its participation in the operations of the Company,
      then MEC Sub shall have an election to either continue or discontinue the
      operations of the Company, which election shall be made by giving written notice
      to CDI Sub on or before March 31, 2010. (i) If MEC Sub elects to discontinue
      the
      operations of the Company, then the Term shall be deemed to have concluded
      and
      the Company shall be Dissolved in accordance with the provisions of this
      Agreement. In such event, any costs of Dissolution shall be borne equally by
      the
      Members. (ii) If MEC Sub elects to continue the operations of the Company,
      MEC
      Sub shall thereafter fund 100% of the costs of the Company. In such event,
      (x)
      CDI Sub’s Interest and Allocation Percentage will be diluted and MEC Sub’s
      Interest and Allocation Percentage will be increased based on the total Capital
      Contributions of MEC Sub (excluding Additional MEC Capital) in relation to
      the
      total Capital Contributions of both CDI Sub and MEC Sub (excluding Additional
      MEC Capital) taken as a whole from the date of this Agreement and (y) CDI Sub
      shall no longer have the right to appoint any Managers to serve on the Board
      of
      Managers, (and any Managers previously appointed by CDI Sub shall be replaced
      by
      MEC Sub appointees), but CDI Sub would have observer status on the Board of
      Managers.

     

    ARTICLE
      9

    LIABILITY
      AND INDEMNIFICATION

     

    9.1  Liability.
      Except
      as otherwise specifically provided in this Agreement, no Indemnified Person
      shall be personally liable for the return of any contributions made to the
      capital of the Company by the Members or the distribution of Capital Account
      balances. Except to the extent that Material Misconduct on the part of an
      Indemnified Person shall have given rise to the matter at issue, such
      Indemnified Person shall not be liable to the Company or the Members for any
      act
      or omission concerning the Company. Without limitation on the preceding
      sentence, except to the extent that such action constitutes Material Misconduct,
      an Indemnified Person shall not be liable to the Company or to any Member in
      consequence of voting for, approving, or otherwise participating in the making
      of a distribution by the Company pursuant to Article 4 or 8. An Indemnified
      Person shall not be liable to the Company or the Members for losses due to
      the
      acts or omissions of any independent contractor, employee or other agent of
      the
      Company unless such Indemnified Person was or should have been directly involved
      with the selection, engagement or supervision of such Person and the actions
      or
      omissions of such Indemnified Person in connection therewith constituted
      Material Misconduct.

     

    9.2  Indemnification.

     

    [a]  Except
      to
      the extent that Material Misconduct on the part of an Indemnified Person shall
      have given rise to the matter at issue, the Company shall indemnify and hold
      such Indemnified Person harmless from and against any loss, expense, damage
      or
      injury suffered or sustained by such Indemnified Person by reason of any actual
      or threatened claim, demand, action, suit or proceeding (civil, criminal,
      administrative or investigative) in which such Indemnified Person may be
      involved, as a party or otherwise, by reason of its actual or alleged management
      of, or involvement in, the affairs of the Company. This indemnification shall
      include, but not be limited to: (i) payment as incurred of reasonable attorneys
      fees and other out-of-pocket expenses incurred in investigating or settling
      any
      claim or threatened action (where, in the case of a settlement, such settlement
      is approved by the Board of Managers), or incurred in preparing for, or
      conducting a defense pursuant to, any proceeding up to and including a final
      non-appealable adjudication; (ii) payment of fines, damages or similar amounts
      required to be paid by an Indemnified Person; and (iii) removal of liens
      affecting the property of an Indemnified Person.

     

    [b]  Indemnification
      payments shall be made pursuant to this Section 9.2 only to the extent that
      the
      Indemnified Person is not entitled to receive (or will not in any event receive)
      from a third party equal or greater indemnification payments in respect of
      the
      same loss, expense, damage or injury. In the event, however, that the Board
      of
      Managers determine that an Indemnified Person would be entitled to receive
      indemnification payments from the Company but for the operation of the preceding
      sentence, the Board of Managers may cause the Company to advance indemnification
      payments to the Indemnified Person (with repayment of such advance to be secured
      by the Indemnified Person’s right to receive indemnification payments from the
      applicable third party).

     

    [c]  As
      a
      condition to receiving an indemnification payment pursuant to this Section
      9.2,
      an Indemnified Person shall execute an undertaking in form and substance
      acceptable to the Board of Managers in their reasonable discretion providing
      that, in the event it is subsequently determined that such Person was not
      entitled to receive such payment (whether by virtue of such Person’s Material
      Misconduct or otherwise), such Person shall return such payment to the Company
      promptly upon demand therefor by any Member.

     

    [d]  Notwithstanding
      the foregoing provisions of this Section 9.2, the Company shall be under no
      obligation to indemnify an Indemnified Person from and against any reduction
      in
      the value of such Person’s interest in the Company that is attributable to
      losses, expenses, damages or injuries suffered by the Company or to any other
      decline in the value of the Company’s assets.

     

    [e]  The
      indemnification provided by this Section 9.2 shall not be deemed to be exclusive
      of any other rights to which any Indemnified Person may be entitled under any
      agreement, as a matter of law, in equity or otherwise.

     

    9.3  Insurance.
      

     

    [a]  The
      Company shall obtain and keep in force officers and directors liability
      insurance insuring the officers, employees and Managers of the Company against
      claims by third parties as to their activities for and on behalf of the Company,
      unless the Board of Managers determines in good faith that there is sufficient
      insurance coverage for such Persons under the separate insurance coverage
      maintained by CDI and MEC. The specific coverages, limits of liability and
      other
      terms of such insurance shall be determined by the Board of Managers in their
      reasonable discretion.

     

    [b]  The
      Company shall carry general business and liability insurance in such form and
      amounts as are determined from time to time by the Board of Managers. Unless
      the
      non-MEC Sub members of the Board of Managers determine otherwise, MEC shall
      be
      obligated to procure such insurance on behalf of the Company; provided, however,
      that the Company shall be obligated either to pay for such insurance directly
      or
      to reimburse MEC for MEC’s costs in procuring such insurance.

     

    ARTICLE
      10

    GENERAL
      PROVISIONS

     

    10.1  Meetings.
      Meetings of the Members may be called by any Member as well as by the Board
      of
      Managers. Any such meeting shall be held at a reasonable time and place on
      not
      less than two (2) nor more than sixty (60) days notice, which notice shall
      include an agenda of items to be considered at the meeting. Reasonable
      accommodation shall be made for any Member that elects to attend a meeting
      via
      telephonic or similar means pursuant to which all Persons attending the meeting
      can hear one another. No action may be taken at a meeting of the Members without
      the unanimous vote or consent of all of the Members. Minutes of the meeting
      shall be prepared at the direction of the Board of Managers. Except as
      specifically provided in this Agreement, there shall be no requirement of annual
      or periodic meetings of the Members or Board of Managers within the meaning
      of
      the Act.

     

    10.2  Action
      Without a Meeting of All Members.

     

    [a]  Any
      action of the Members may be taken by written consent of all of the Members
      required for such action under this Agreement.

     

    [b]  
      A Member
      may authorize another Person to vote or otherwise act on its behalf through
      a
      written proxy or power of attorney.

     

    [c]  In
      order
      to facilitate the determination of whether any action of the Members has been
      taken by or with the consent of the requisite number or percentage of the
      Members under this Agreement, the Board of Managers may adopt, from time to
      time
      upon not less than ten (10) days notice to the Members, reasonable procedures
      for establishing the Members of record entitled to vote, consent or otherwise
      take action on any matter; provided, however, that any date as of which Members
      of record is determined shall not precede the date of the related action by
      more
      than sixty (60) days.

     

    10.3  Entire
      Agreement.
      This
      Agreement, together with the Auxiliary Agreements and the Business Plan,
      contains the entire understanding among the Members, CDI and MEC concerning
      the
      subject matter thereof and supersedes any prior written or oral agreement among
      them respecting the Company and such matters. There are no representations,
      agreements, arrangements, or understandings, oral or written, among the Members,
      CDI and MEC relating to the Company which are not fully expressed in this
      Agreement or the Auxiliary Agreements or the Business Plan.

     

    10.4  Amendments.

     

    [a]  Except
      as
      otherwise provided in this Section 10.4, this Agreement may be amended, in
      whole or in part, only through a written amendment executed by all of the
      Members, CDI and MEC. Each Member, CDI and MEC shall be promptly notified of
      any
      amendment to this Agreement made pursuant to this
      Section 10.4.

     

    [b]  Except
      with regard to amendments otherwise specifically required under this Agreement,
      there shall be no amendment to this Agreement except as authorized by Sections
      10.4[a] or 10.4[d]. Without limitation of the foregoing, and subject to Section
      2.1(b), there shall be no amendment that: (i) increases a Member’s
      obligation to make capital contributions to the Company or (ii) imposes
      personal liability upon a Member for any debts or obligations of the Company
      unless, in each case, the amendment is consented to by such Member.

     

    [c]  An
      Assignee shall not, solely by virtue of its status as such, have any right
      to
      consent or withhold consent in respect of an amendment to this
      Agreement.

     

    [d]  Notwithstanding
      the foregoing provisions of this Section 10.4, the Board of Managers may,
      without the consent of the other Members, amend this Agreement in any manner
      determined by the Board of Managers to be necessary or advisable to reflect
      the
      admission of an Additional Member in accordance with this Agreement, comply
      with
      applicable law, supply a missing term or provision, or resolve an ambiguity
      in
      the existing terms and provisions of this Agreement. The Board of Managers
      shall
      not have the authority under this Section 10.4(d) to amend this Agreement in
      a
      manner that is materially adverse to any Member; provided, however, that a
      Member’s right to object to an amendment pursuant to this Section 10.4(d) on the
      grounds that such amendment is materially adverse to such Member shall expire
      at
      the Close of Business on the thirtieth (30th) day following notice to such
      Member of such amendment.

     

    10.5  Governing
      Law.
      The
      interpretation and enforceability of this Agreement and the rights and
      liabilities of the Members, CDI and MEC as such shall be governed by the laws
      of
      the State of Delaware as such laws are applied in connection with limited
      liability company operating agreements entered into and wholly performed in
      Delaware by residents of Delaware. To the extent permitted by the Act and other
      applicable law, the provisions of this Agreement shall supersede any contrary
      provisions of the Act or other applicable law.

     

    10.6  Severability.
      In the
      event that any provision of this Agreement is determined to be invalid or
      unenforceable, such provision shall be deemed severed from the remainder of
      this
      Agreement and replaced with a valid and enforceable provision as similar in
      intent as reasonably possible to the provision so severed, and shall not cause
      the invalidity or unenforceability of the remainder of this
      Agreement.

     

    10.7  Counterparts;
      Binding upon Members and Assignees.
      This
      Agreement may be executed in any number of counterparts and, when so executed,
      all of such counterparts shall constitute a single instrument binding upon
      all
      parties notwithstanding the fact that all parties are not signatory to the
      original or to the same counterpart. In addition, to the maximum extent
      permitted by applicable law and without limitation on any other rights of the
      Members or the Company, a non-Member shall become bound as an Assignee under
      this Agreement if such Person holds an interest in the Company and seeks to
      exercise, assert, confirm or enforce any of its rights as an Assignee under
      this
      Agreement or the Act.

     

    10.8  Survival
      of Certain Obligations.
      Except
      as specifically provided in this Agreement, or to the extent specifically
      approved by the Board of Managers (which approval may be withheld by the Board
      of Managers in their sole and absolute discretion), as applicable, a Member,
      CDI
      and MEC shall continue to be subject to all of its obligations to make capital
      contributions or other payments arising under this Agreement (including
      obligations attributable to a breach of this Agreement), as well as its
      obligations to maintain the confidentiality of information pursuant to
      Section 6.2 and to provide information pursuant to Section 6.3,
      without regard to any Transfer of all or any portion of such Member’s Interest
      or any event that terminates such Member’s status as such or the Termination of
      the Company. Each Member’s Capital Commitment shall terminate at the time of the
      final Termination of the Company under the Act, but such termination shall
      not
      release a Defaulting Member from obligations arising under
      Section 2.4.

     

    10.9  No
      Third Party Beneficiaries.
      Except
      with regard to the Company’s obligation to Indemnified Persons as set forth in
      Article 9, the provisions of this Agreement are not intended to be for the
      benefit of or enforceable by any Third Party and shall not give rise to a right
      on the part of any Third Party to (i) enforce or demand enforcement of a
      Member’s Capital Commitment, obligation to return distributions, or obligation
      to make other payments to the Company as set forth in this Agreement or (ii)
      demand that the Company or the Board of Managers issue any capital
      call.

     

    10.10  Notices,
      Consents, Elections, Etc.
      All
      notices, consents, agreements, elections, amendments, and approvals provided
      for
      or permitted by this Agreement or otherwise relating to the Company shall be
      in
      writing and signed copies thereof shall be retained with the books of the
      Company.

     

    [a]  Notice
      to Members.
      Except
      as otherwise specifically provided in this Agreement, notice to a Member shall
      be deemed duly given upon the earliest to occur of the following:
      (i) personal delivery to such Member, to the address set forth on Schedule
      A for such Member, or to any other address which such Member has provided to
      the
      Company for purposes of this Section 10.10(a); (ii) the Close of Business
      on the third day after being deposited in the United States mail, registered
      or
      certified, postage prepaid and addressed to such Member at the address set
      forth
      on Schedule A for such Member, or at any other address which such Member
      has provided to the Company for purposes of this Section 10.10(a);
      (iii) the Close of Business on the first business day after being deposited
      in the United States with a nationally recognized overnight delivery service,
      for next Business Day delivery, with delivery charges prepaid and addressed
      as
      provided in the preceding clause; or (iv) actual receipt by such Member via
      any
      other means (including public or private mail, electronic mail, facsimile,
      telex
      or telegram); provided, however, that notice sent via electronic mail shall
      be
      deemed duly given only when actually received and opened by the Member to whom
      it is addressed. Notices to CDI shall be provided as set forth above to the
      address of CDI Sub. Notices to MEC shall be provided as set forth above to
      the
      address of MEC Sub.

     

    [b]  Notice
      to the Company.
      Notice
      to the Company shall be deemed duly given when clearly identified as such and
      duly given to the Board of Managers in accordance with the procedures set forth
      in Section 10.10(a).

     

    10.11  No
      Usury.
      Notwithstanding any provision of this Agreement to the contrary, the rate of
      interest charged by the Company to any Member in connection with an obligation
      of the Member to the Company shall not exceed the maximum rate permitted by
      applicable law. To the extent that any interest otherwise paid or payable by
      a
      Member to the Company shall have been finally adjudicated to exceed the maximum
      amount permitted by applicable law, such interest shall be retroactively deemed
      to have been a required repayment of principal (and any such amount paid in
      excess of the outstanding principal amount shall be promptly returned to the
      payor Member).

     

    10.12  Dispute
      Resolution.

     

    [a]  Forum
      and Venue.
      Any
      litigation involving any controversy or claim arising out of or relating to
      this
      Agreement or the Auxiliary Agreements or the Business Plan shall be brought
      and
      prosecuted solely in the Courts of the State of Delaware or the United States
      District Court for the District of Delaware sitting in Wilmington, Delaware,
      and
      in such appellate courts having jurisdiction over appeals from such courts.
      The
      Company, CDI, CDI Sub, MEC and MEC Sub (i) consent to the exclusive jurisdiction
      and venue of the aforesaid courts; (ii) shall not assert forum inconvenience
      or
      any other similar defense to the jurisdiction and venue of such courts; and
      (iii) waive the right to trial by jury in any such litigation. If needed to
      enforce a decision made by a court in Delaware, litigation may be commenced
      and
      prosecuted in any other courts having jurisdiction.

     

    [b]  Fees
      and Costs.
      The
      prevailing party or parties in any proceeding arising out of or relating to
      this
      Agreement shall be reimbursed by the party or parties who do not prevail for
      their reasonable third party or out of pocket attorneys, accountants and experts
      fees and related third party or out of pocket expenses and for the costs of
      such
      proceeding. The court shall be asked to direct the amounts to be paid and the
      party to pay the expenses and costs. In the event that two or more parties
      are
      deemed liable for a specific amount payable or reimbursable under this
      Section 10.12(b), such parties shall be jointly and severally liable
      therefor.

     

    10.13  Cure
      of Breaches.
      In the
      event of any breach by CDI, CDI Sub, MEC, MEC Sub or the Company of any
      provision of this Agreement or of any Auxiliary Agreement or the Business Plan,
      the party claiming the breach shall give reasonable notice thereof to the others
      within a reasonable time after becoming aware of such breach or such other
      notice as required under the Auxiliary Agreement or the Business Plan. The
      alleged breaching party shall have, unless otherwise specifically provided
      in
      this Agreement or such Auxiliary Agreement or the Business Plan, a period of
      thirty (30) days from receipt of such notice to cure the alleged breach;
      provided that if the alleged breach cannot reasonably be cured within such
      period of time, but such breach is susceptible of being cured it shall not
      be
      considered a breach so long as the alleged breaching party has begun and
      diligently pursues curing the alleged breach and completes the cure within
      not
      more than an additional thirty (30) days.

     

    10.14  Remedies
      for Breach of this Agreement.

     

    [a]  General.
      Except
      as otherwise specifically provided in this Agreement, the remedies set forth
      in
      this Agreement are cumulative and shall not exclude any other remedies to which
      a Person may be lawfully entitled.

     

    [b]  Specific
      Performance.
      Without
      limiting the rights and remedies otherwise available to the Company, CDI, MEC
      or
      any Member, each Member, CDI and MEC hereby: (i) acknowledges that the
      remedy at law for damages resulting from its default under Article 3, or
      Sections 6.1[c], 6.2, 6.3 or 10.14 is inadequate; and (ii) consents to the
      institution of an action for specific performance of its obligations in the
      event of such a default in accordance with Section 10.12[a] above.

     

    [c]  Exercise
      of Discretion by the Board of Managers.
      In
      determining what action, if any, shall be taken against a Member in connection
      with such Member’s breach of this Agreement, the Board of Managers shall seek to
      obtain the best result for the Company and the non-breaching Members. In the
      event a Member violates the terms of this Agreement, such Member shall not
      be
      entitled to claim that the Company or any of the other Members is precluded,
      on
      the basis of any fiduciary or other duty arising in respect of such Member’s
      status as such, from seeking any of the penalties or other remedies permitted
      under this Agreement or applicable law.

     

    10.15  Timing.
      All
      dates and times specified in this Agreement are of the essence and shall be
      strictly enforced. Except as otherwise specifically provided in this Agreement,
      all actions that occur after the Close of Business on a given day shall be
      deemed for purposes of this Agreement to have occurred at 9:00 a.m. on the
      following day. In the event that the last day for the exercise of any right
      or
      the discharge of any duty under this Agreement would otherwise be a day that
      is
      not a business day, the period for exercising such right or discharging such
      duty shall be extended until the Close of Business on the next succeeding
      business day.

     

    10.16  Status
      Under the Act.
      This
      Agreement is the “limited liability company agreement” of the Company within the
      meaning of Section 18-101(7) of the Act.

     

    10.17  Partnership
      for Tax Purposes.
      As set
      forth in Section 1.1, the Members hereby form the Company as a limited liability
      company under the Act. The Members expressly do not intend hereby to form a
      partnership under the laws of any State but intend that the Company shall be
      treated as a partnership for tax purposes.

     

    10.18  Miscellaneous.
      No
      failure or delay by any party in exercising any right, power or privilege under
      this Agreement shall operate as a waiver thereof; any actual waiver shall be
      contained in a writing signed by the party against whom enforcement of such
      waiver is sought. This Agreement shall not be construed for or against any
      party
      by reason of the authorship or alleged authorship of any provisions hereof
      or by
      reason of the status of the respective parties.

     

    10.19  No
      Grant.
      Except
      as set forth on Schedule 5 of the Business Plan, each Member and its Affiliates
      retains and has not granted to the Company or the other Member or its Affiliates
      any rights to its intellectual property or other assets.

     

    10.20  General
      Usage.
      The
      section headings contained in this Agreement are for reference purposes only
      and
      shall not affect the meaning or interpretation of this Agreement. Except where
      the context clearly requires to the contrary: (i) all references in this
      Agreement to designated Articles are to the designated Articles and other
      subdivisions of this Agreement; (ii) instances of gender or entity-specific
      usage (e.g., “his” “her” “its” “person” or “individual”) shall not be
      interpreted to preclude the application of any provision of this Agreement
      to
      any individual or entity; (iii) the word “or” shall not be applied in its
      exclusive sense; (iv) “including” shall mean “including, without limitation”;
      (v) references to laws, regulations and other governmental rules, as well as
      to
      contracts, agreements and other instruments, shall mean such rules and
      instruments as in effect at the time of determination (taking into account
      any
      amendments thereto effective at such time without regard to whether such
      amendments were enacted or adopted after the effective date of this Agreement)
      and shall include all successor rules and instruments thereto; (vi) references
      to “$” or “dollars” shall mean the lawful currency of the United States; (vii)
      references to “Federal” or “federal” shall be to laws, agencies or other
      attributes of the United States (and not to any State or locality thereof);
      (viii) the meaning of the terms “domestic” and “foreign” shall be determined by
      reference to the United States; (ix) references to “days” shall mean calendar
      days; references to “business days” shall mean all days other than Saturdays,
      Sundays and days that are legal holidays in the State of Delaware; (x)
      references to monthly or annual anniversaries shall be to the actual calendar
      months or years at issue (taking into account the actual number of days in
      any
      such month or year); and (xi) days, business days and times of day shall be
      determined by reference to local time in Wilmington, Delaware.

     

    ARTICLE
      11

    CERTAIN
      MATTERS

     

    11.1  Liabilities.
      CDI,
      CDI Sub and the Company shall not be liable for any liabilities incurred by
      HRTV
      with respect to the period prior to the consummation of the transactions
      contemplated in the Asset Transfer and Contribution Agreement.

     

    11.2  Lease
      of Assets.
      MEC,
      through its wholly-owned subsidiary Horse Racing TV, Inc., will lease certain
      tangible assets related to the Business to the Company under the Equipment
      Lease. In addition, the real property needed for the conduct of the Business
      of
      the Company will be subleased to the Company by Los Angeles Turf Club, Inc.
      under the Real Property Lease.

     

    11.3  Preferred
      Positioning.
      The
      Company will use Best Efforts to broadcast live on HRTV as many CDI and MEC
      Races as possible during the time period in which the CDI and MEC Races are
      conducted (i.e., on a live basis rather than delayed); provided, however, that
      the Company will not be required to broadcast live CDI Races at the expense
      of
      the live broadcast of MEC Races of greater quality based on the track groupings
      outlined in Schedule 3 of the Business Plan; provided, further, that the Company
      will not be required to broadcast live MEC Races at the expense of the live
      broadcast of CDI Races of greater quality based on the track groupings outlined
      in Schedule 3 of the Business Plan. Furthermore, the Company will be required
      to
      broadcast live on HRTV a percentage of CDI and MEC Races not less than the
      percentage reflected below for the relevant Track Groups, as defined on Schedule
      3 of the Business Plan, based on the current schedule of race meets conducted
      by
      CDI and MEC. If a racetrack or Control thereof is sold by MEC or CDI, its races
      shall no longer be considered MEC Races or CDI Races for purposes of this
      Section 11.3 except to the extent such racetrack continues to be bound by the
      provisions of this Agreement pursuant to Section 7.5.

     

    [a]  Group
      A:95%

     

    [b]  Group
      B+:75%

     

    [c]  Group
      B:65%

     

    [d]  Group
      C:50%

     

    11.4  iTV
      Product.
      The
      Company shall not (i) develop an iTV product, (ii) acquire an iTV product,
      or
      (iii) co-venture or co-develop an iTV product with a Third Party, without in
      the
      case of (i), (ii) and (iii), approval by the Board of Managers and with such
      product branded with the brand of the Company. The profits, costs and expenses
      of this initiative will be borne by the Company. Either CDI ADW or XpressBet
      may
      make a proposal to the Board of Managers to provide back office services for
      the
      iTV product. If both CDI ADW and XpressBet make such proposals, the Board of
      Managers will select the lowest cost proposals (assuming both represent a
      solution of equal quality.)

     

    ARTICLE
      12

    DEFINITIONS

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    Act
      shall
      mean the Delaware Limited Liability Company Act, Title 6, Delaware Code Ann.,
      Section 18-101 et seq., as amended.

     

    Actual
      Cash Flow Deficiency
      shall
      mean the amount by which the Company’s expenditures and current payables exceed
      cash and cash equivalents for any quarter. For purposes of clarity, this
      calculation will be made at the end of a quarter with respect to such
      quarter.

     

    Additional
      MEC Capital
      shall
      have the meaning given it in Schedule B.

     

    Additional
      Member
      shall
      mean any Person, other than a Substitute Member, admitted to the Company as
      a
      Member after the date first above written.

     

    ADW
      shall
      mean advance deposit wagering.

     

    ADW
      Content Rights
      shall
      mean solely for purpose of ADW all wagering, audio, video, data and replay
      rights related to horse racing or dog racing whether distributed through the
      internet, wireless, telephone, satellite, television, broadband, mobile or
      video
      streaming.

     

    Affiliate
      shall
      mean, with respect to any Person, any other Person with regard to which the
      Person is directly or indirectly Controlling, Controlled by or commonly
      Controlled with.

     

    Agreement
      shall
      mean this Operating Agreement of HRTV, LLC, a Delaware limited liability
      company, including all schedules and exhibits hereto, as amended from time
      to
      time in accordance with the terms hereof.

     

    Allocation
      Percentage
      shall
      mean, for each Member, the percentage specified for such Member on Schedule
      A.

     

    Asset
      Transfer and Contribution Agreement
      shall
      mean the Asset Transfer and Contribution Agreement of even date herewith between
      the Company and Horse Racing TV, Inc., a wholly-owned subsidiary of MEC, as
      thereafter amended.

     

    Assignee
      shall
      mean a Person that has acquired all or any portion of an Interest (including
      by
      means of a Transfer permitted under Article 6), but that has not been admitted
      as a Member.

     

    Auxiliary
      Agreements
      shall
      mean the following agreements entered into or to be entered into between CDI
      and
      MEC as provided in this Agreement:

     

    (a)
      TrackNet Limited Liability Company Operating Agreement of even date herewith,
      as
      thereafter amended;

    (b)
      CDI/MEC Content Exchange Agreement; and

    (c)
      Asset
      Transfer and Contribution Agreement.

    (d)
      Any
      other agreement entered into between CDI and MEC or by CDI or MEC for the
      benefit of the other and designated as an Auxiliary Agreement.

    


    Bank
      shall
      mean the bank selected by the Board of Managers from time to time (or any
      successor entity thereto).

     

    Bankruptcy
      shall
      mean, with respect to a Member: (i) an assignment of all or substantially
      all of the assets of such Member for the benefit of its creditors generally;
      (ii) the commencement of any bankruptcy or insolvency case or proceeding against
      such Member which shall continue and remain unstayed and in effect for a period
      of 60 consecutive days; (iii) the filing by such Member of a petition,
      answer or consent seeking relief under any bankruptcy, insolvency or similar
      law; or (iv) the occurrence of any other event that is deemed to constitute
      bankruptcy for purposes of the Act.

     

    Beneficial
      Owner
      shall
      mean, with respect to a Member, any Person that holds an equity interest in
      such
      Member, either directly or indirectly through a nominee or agent or through
      one
      or more intervening entities qualifying as partnerships, grantor trusts or
      S
      corporations, in each case as determined for Federal income tax
      purposes.

     

    Best
      Efforts
      shall
      mean commercially reasonable good faith efforts that a prudent person would
      use
      under similar circumstances without being required to expend an unreasonable
      amount of funds when considering the benefit likely to be attained.

     

    Board
      of Managers
      shall
      mean the individuals appointed by the Members as the Managers as provided in
      this Agreement , taken together or acting unanimously, as
      appropriate.

     

    Broadband
      and Mobile Rights
      shall
      mean, other than with respect to ADW, all audio, video, data and replay rights
      related to horse racing or dog racing for purposes that are unrelated to ADW
      and
      are distributed through any broadband or mobile technologies, including the
      internet, wireless technologies, or any other on-line system or computer
      network, now known or hereafter devised. For purposes of greater
      clarity, an
      entity
      which has been granted a license to Broadband and Mobile Rights (but not ADW
      Content Rights) shall not be permitted to present or exploit the Broadband
      and
      Mobile Rights if such presentation or exploitation contains, includes,
      references, or is in any way associated with, wagering, or the promotion or
      advertising of wagering, in any manner. By way of example, a website which
      has
      been granted a license to Broadband and Mobile Rights (but not ADW Content
      Rights) shall not be permitted to advertise, promote or utilize a click-through
      to any ADW platform or service.

     

    Business
      shall
      have the meaning given it in Section 1.3(b).

     

    Business
      Plan shall
      mean the initial business plan adopted and approved by CDI, CDI Sub, MEC, MEC
      Sub and the Board of Managers simultaneously with entering into this Agreement,
      as thereafter updated, modified or amended by the Board of
      Managers.

     

    Capital
      Account
      shall
      mean, for each Member, a separate account that is:

     

    (a)  Increased
      by: (i) the amount of such Member’s Capital Contribution and
      (ii) allocations of Profit to such Member pursuant to
      Article 3;

     

    (b)  Decreased
      by: (i) the amount of cash distributed to such Member by the Company,
      (ii) the Fair Market Value of any other property distributed to such Member
      by the Company (determined as of the time of distribution, without regard to
      Section 7701(g) of the Code, and net of liabilities secured by such property
      that the Member assumes or to which the Member’s ownership of the property is
      subject) and (iii) allocations of Loss to such Member pursuant to
      Article 3;

     

    (c)  Revalued
      in connection with any event described in Treasury Regulation
      Section 1.704-1(b)(2)(iv)(f); and

     

    (d)  Otherwise
      adjusted so as to conform to the requirements of Sections 704(b) and (c) of
      the Code and the Treasury Regulations issued thereunder.

     

    Capital
      Commitment
      shall
      mean the cash and personal property committed by CDI Sub and MEC Sub to be
      contributed to the Company.

     

    Capital
      Contribution
      shall
      mean, for any Member, the sum of the net amount of cash and the Fair Market
      Value of any other property (determined as of the time of contribution, without
      regard to Section 7701(g) of the Code, and net of liabilities secured by
      such property that the Company assumes or to which the Company’s ownership of
      the property is subject) contributed by such Member to the capital of the
      Company. The term “capital contribution” (where not capitalized) shall mean any
      contribution to the capital of the Company valued in accordance with the rules
      set forth in the preceding sentence. For purposes of this Agreement, each
      capital contribution shall be deemed to have been made at the later of:
      (i) the Close of Business on the due date of such capital contribution as
      determined in accordance with this Agreement; or (ii) the Close of Business
      on the date on which such capital contribution is actually received by the
      Company.

     

    CDI
      ADW
      shall
      mean any advance deposit wagering service that is Controlled by
      CDI.

     

    CDI/MEC
      Content Exchange Agreement
      shall
      mean the Content Exchange Agreement of even date herewith between CDI and MEC,
      as thereafter amended.

     

    CDI
      Premium Content
      shall
      mean with respect to Churchill Downs Racetrack: Kentucky Derby Day, Kentucky
      Oaks Day, Stephen Foster Day, Derby Trial Day; with respect to Arlington Park:
      Arlington Million Day; with respect to Fair Grounds Race Course: Louisiana
      Derby
      Day, Louisiana Champions Day; and with respect to Calder Race Course: Summit
      of
      Speed Day and Festival of the Sun Day. CDI may from time to time elect to (i)
      replace a CDI Premium Content day with another day, and (ii) designate up to
      ten
      (10) additional days and/or special wagering products as CDI Premium Content.
      Any such election shall take effect upon the giving of written notice to MEC,
      and the definition of CDI Premium Content shall thereafter be deemed
      amended.

     

    CDI
      Races
      shall
      mean live horse races conducted at a CDI Track.

     

    CDI
      Tracks
      shall
      mean race tracks and off track betting facilities Controlled by
      CDI.

     

    Change
      of Control Transaction
      shall
      mean with respect to a Person the first to occur of the following
      events:

     

    (a)
      the
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 50% or more of the then-outstanding
      voting interests of the Person (the “Outstanding Voting
      Interests”);

     

    (b)
      the
      consummation of a reorganization, merger or consolidation or sale or other
      disposition of all or substantially all of the assets of the Person or the
      acquisition of assets of another entity (a “Transaction”), in each case, unless
      immediately following such Transaction, (i) all or substantially all of the
      individuals and entities who were the beneficial owners of the Outstanding
      Voting Interests immediately prior to such Transaction beneficially own,
      directly or indirectly, more than 50% of the then-outstanding voting interest
      of
      the company resulting from such Transaction (including, without limitation,
      an
      entity which as a result of such transaction owns the Person or all or
      substantially all of the Person’s assets either directly or through one or more
      subsidiaries) in substantially the same proportions as their ownership,
      immediately prior to such Transaction, of the Outstanding Voting Interests,
      (ii)
      no Person (excluding any employee benefit plan (or related trust) of the subject
      Person or such entity resulting from such Transaction) beneficially owns,
      directly or indirectly, 50% or more of the Outstanding Voting Interests
      resulting from such Transaction, except to the extent that such ownership
      existed prior to the Transaction, and (iii) at least a majority of the members
      of the governing body of the company resulting from such Transaction were
      members of the Incumbent Board at the time of the execution of the initial
      plan
      or action of the governing body of the Person providing for such Transaction;
      or

     

    (c)
      approval by the equity owners of such Person of a complete liquidation or
      dissolution of the Person.

     

    Notwithstanding
      anything to the contrary contained in this Agreement, a Change of Control
      Transaction shall be deemed not to have occurred as a result of any transaction
      or group of transactions that result in direct or indirect voting control of
      the
      applicable Person being transferred to any one or more of the Stronach Trust,
      Frank Stronach, members of Frank Stronach’s immediate family (i.e. spouse and
      children), any of their respective heirs or any subsidiaries or other entities
      Controlled by any of the foregoing.

     

    Close
      of Business
      shall
      mean 5:00 p.m., local time, in Wilmington, Delaware.

     

    Closing
      shall
      mean April 27, 2007, or such other date as the parties to the Asset Transfer
      and
      Contribution Agreement agree.

     

    Code
      shall
      mean the United States Internal Revenue Code of 1986, as amended.

     

    Company
      shall
      mean HRTV, LLC, a Delaware limited liability company.

     

    Control and
      derivatives thereof such as “Controlled” or “Controlling”, shall mean, (i) with
      respect to any racetrack or off-track betting facility, the ability to conduct
      the day-to-day wagering operations of such race track or facility, directly
      or
      through a lease, management agreement or other contractual arrangement; and
      (ii)
      with respect to any Person (including CDI ADW and XpressBet), (a) the beneficial
      ownership of 50% or more of the then outstanding voting interests of the Person,
      or (b) the power to direct the principal business management and activities
      of
      the Person, whether through ownership of voting interests, by agreement or
      otherwise.

     

    Deadlock
      shall
      mean the inability to reach agreement on an issue or matter material to the
      Company.

     

    Defaulting
      Member
      shall
      have the meaning set forth in Section 2.4.

     

    Derivative
      Company Interest
      shall
      mean any actual, notional or constructive interest in, or right in respect
      of,
      the Company (other than a Member’s total interest in the capital, profits and
      management of the Company) that, under Treasury Regulation
      Section 1.7704-1(a)(2), is treated as an interest in the Company for
      purposes of Section 7704 of the Code. Pursuant to the foregoing,
“Derivative Company Interest” shall include any financial instrument that is
      treated as debt for Federal income tax purposes and (i) is convertible into
      or exchangeable for an interest in the capital or profits of the Company or
      (ii) provides for one or more payments of equivalent value.

     

    Discretionary
      Expenditure
      shall
      mean a capital expenditure or other expenditure that (i) is approved by the
      Board of Managers and designated as a Discretionary Expenditure, (ii) is not
      budgeted for as of the date hereof, and (iii) represents an expansion in the
      capabilities of HRTV in a manner that is not contemplated as of the date hereof;
      provided that, for avoidance of doubt, a Discretionary Expenditure shall not
      include replacement of existing equipment or other maintenance capital
      expenditures. Any Discretionary Expenditure shall be funded by the Members
      when
      such Discretionary Expenditure is approved by the Board of Managers in
      accordance with Schedule B-1.

     

    Dissolution
      or
Dissolved
      shall
      mean, with respect to a legal entity other than a natural person, that such
      entity has “dissolved” within the meaning of the partnership, corporation,
      limited liability company, trust or other statute under which such entity was
      organized.

     

    Employee
      Costs
      shall
      mean the actual cash salary, other cash compensation and other cash expense
      directly attributable to an employee, including base salary, bonus, FICA, FUTA,
      health benefits, life and disability benefits and retirement benefits, but
      specifically shall not include any non-cash compensation such as equity grants
      or stock options.

     

    Equipment
      Lease
      shall
      mean the Asset Lease Agreement between Horse Racing TV, Inc. and the Company
      dated as of the Closing, as thereafter amended.

     

    Excess
      Cash Flow Deficiency
      for any
      quarter shall mean the amount by which the Actual Cash Flow Deficiency exceeds
      the Projected Cash Flow Deficiency for that quarter. For purposes of clarity,
      this calculation shall be made at the end of a quarter with respect to such
      quarter.

     

    Fair
      Market Value
      shall
      have the meaning set forth in Section 5.10(c).

     

    Fiscal
      Year
      shall
      mean the period from January 1 through December 31 of each year
      (unless otherwise required by law).

     

    GAAP
      shall
      mean United States generally accepted accounting principles, consistently
      applied.

     

    HRTV
      shall
      mean the television network operated as of the date hereof under the name of
      Horse Racing TV which broadcasts, transmits or displays horse racing and related
      activities.

     

    Indemnified
      Person
      shall
      mean CDI, MEC, each Member and each equityholder, member, director, officer,
      employee, or agent of CDI, MEC or a Member. In addition, “Indemnified Person”
shall mean any Manager or officer of the Company. A Person that has ceased
      to
      hold a position that previously qualified such Person as an Indemnified Person
      shall be deemed to continue as an Indemnified Person with regard to all matters
      arising or attributable to the period during which such Person held such
      position.

     

    Initial
      Term
      shall
      have the meaning given to it in Section 8.2.

     

    Interest
      shall
      mean, for each Member, such Member’s rights, duties and interest in respect of
      the Company in such Member’s capacity as such (as distinguished from any other
      capacity such as employee, debtor or creditor) and shall include such Member’s
      right, if any, to vote on Company matters, or receive distributions as well
      as
      such Member’s obligation, if any, to provide services, make capital
      contributions or take any other action. In the case of an Interest held by
      an
      Assignee, such Interest shall be limited in the manner set forth in Section
      7.4.

     

    iTV
      shall
      mean any application which enhances traditional television exploitation by
      enabling ADW, provided that such application is limited to cable television
      (including traditional television provided by telephone companies) and direct
      broadcast satellite service television.

     

    Manager
      shall
      mean each Person listed on Schedule A as such, for so long as such Person does
      not become a Removed Manager.

     

    Material
      Misconduct
      shall
      mean, with respect to an Indemnified Person, gross negligence, willful and
      material breach of this Agreement, fraud, or the commission of a felony (except
      in the case of a felony where the Indemnified Person reasonably believed that
      no
      such felony would occur in consequence of such Indemnified Person’s action or
      inaction, as the case may be). For purposes of the preceding sentence: (i)
      an
      Indemnified Person shall be deemed to have acted in good faith and without
      negligence with regard to any action or inaction that is taken in accordance
      with the advice or opinion of an attorney, accountant or other expert advisor
      so
      long as such advisor was selected with reasonable care and the Indemnified
      Person made a good faith effort to inform such advisor of all the facts
      pertinent to such advice or opinion; and (ii) an Indemnified Person’s reliance
      upon the truth and accuracy of any written statement, representation or warranty
      of a Member shall be deemed to have been reasonable and in good faith absent
      such Indemnified Person’s actual knowledge that such statement, representation
      or warranty was not, in fact, true and accurate.

     

    MEC
      Premium Content
      shall
      mean with respect to Gulfstream Park: Donn Handicap Day, Florida Derby Day,
      Sunshine Millions Day; with respect to Santa Anita: Santa Anita Handicap Day,
      Santa Anita Derby Day, Sunshine Millions Day; with respect to Laurel Park:
      Maryland Millions Day, Frank DeFrancis Memorial Day; with respect to Lone Star:
      Lone Star Derby Day; and with respect to Pimlico: Preakness Day, Black-eyed
      Susan Day. MEC may from time to time elect to (i) replace a MEC Premium Content
      day with another day, and (ii) designate up to ten (10) additional days and/or
      special wagering products as MEC Premium Content. Any such election shall take
      effect upon the giving of written notice to CDI, and the definition of MEC
      Premium Content shall thereafter be deemed amended.

     

    MEC
      Races
      shall
      mean live horse races conducted at a MEC Track.

     

    MEC
      Tracks
      shall
      mean race tracks and off track betting facilities Controlled by
      MEC.

     

    Member
      shall
      mean any Person (i) listed on Schedule A as a Member or (ii) admitted
      to the Company pursuant to the terms of this Agreement as an Additional Member
      or a Substitute Member, but in each case only if such Person has not become
      a
      Withdrawn Member. A Member shall not cease to be a Member or lose its
      non-economic rights in respect of the Company solely by virtue of having
      Transferred to one or more Persons its entire economic interest in the Company.
      Except where the context requires otherwise, a reference in this Agreement
      to
“the Members” shall mean all of the Members (taken together or acting
      unanimously, as appropriate).

     

    Member
      Nonrecourse Deduction
      shall
      mean an item of loss, expense or deduction attributable to a nonrecourse
      liability of the Company for which a Member bears the economic risk of loss
      within the meaning of Treasury Regulation Section 1.704-2(i).

     

    Minimum
      Gain
      of the
      Company shall, as provided in Treasury Regulation Section 1.704-2, mean the
      total amount of gain the Company would realize for Federal income tax purposes
      if it disposed of all assets subject to nonrecourse liability for no
      consideration other than full satisfaction thereof.

     

    Nonrecourse
      Deduction
      shall
      mean an item of loss, expense or deduction (other than a Member Nonrecourse
      Deduction) attributable to a nonrecourse liability of the Company within the
      meaning of Treasury Regulation Section 1.704-2(b).

     

    Permanent
      Incapacity
      shall
      mean, with respect to an individual, that such individual suffers a mental
      or
      physical disability which, as of the time of determination, renders such
      individual incapable of performing such individual’s duties under this Agreement
      and is substantially certain to continue to render such individual incapable
      of
      performing such duties for a continuous period of at least six months following
      the date of determination.

     

    Person
      shall
      mean an individual, partnership, corporation, limited liability company,
      unincorporated organization, trust, joint venture, governmental agency, or
      other
      entity, whether domestic or foreign.

     

    Point
      to Point Content Rights
      shall
      mean all wagering, audio, video, data and replay rights related to horse racing
      or dog racing for purposes of pari-mutuel wagering at a race track or other
      location which constitutes a simulcasting facility (i.e., a race track, off
      track betting facility or other fixed “brick and mortar” facility open to the
      general public) for use at such receiving location.

     

    Point
      to Point Simulcasting
      shall
      mean the distribution, transmission or receipt of Point to Point Content
      Rights.

     

    Principal
      Office
      shall
      have the meaning set forth in Section 1.4.

     

    Profit
      and Loss or Profits and Losses
      means,
      for each taxable year of the Company (or other period for which Profit or Loss
      must be computed), the Company’s taxable income or loss determined in accordance
      with Code Section 703(a), with the following adjustments:

     

    (i) all
      items
      of income, gain, loss, deduction, or credit required to be stated separately
      pursuant to Code Section 703(a)(1) shall be included in computing taxable income
      or loss;

     

    (ii) any
      tax-exempt income of the Company, not otherwise taken into account in computing
      Profit or Loss, shall be included in computing taxable income or
      loss;

     

    (iii) any
      expenditures of the Company described in Code Section 705(a)(2)(B) (or treated
      as such pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i)) and not
      otherwise taken into account in computing Profit or Loss, shall be subtracted
      from taxable income or loss;

     

    (iv) gain
      or
      loss resulting from any taxable disposition of Company property shall be
      computed by reference to the adjusted book value of the property disposed of,
      notwithstanding the fact that the adjusted book value differs from the adjusted
      basis of the property for federal income tax purposes;

     

    (v) in
      lieu
      of the depreciation, amortization, or cost recovery deductions allowable in
      computing taxable income or loss, there shall be taken into account the
      depreciation computed based upon the adjusted book value of the asset;
      and

     

    (vi) notwithstanding
      any other provision of this definition, any items which are specially allocated
      pursuant to Section 3.1[b] shall not be taken into account in computing Profit
      or Loss.

     

    Projected
      Cash Flow Deficiency
      shall
      mean the amount for any quarter set forth on Schedule 4 of the Business
      Plan.

    


    Real
      Property Lease
      shall
      mean the Real Property Sublease Agreement between Los Angeles Turf Club,
      Incorporated and the Company dated as of the Closing, as thereafter
      amended.

    


    Removed
      Manager
      shall be
      a Manager who has been removed pursuant to Section 5.11 of this
      Agreement.

    


    RTN
      shall
      mean Racetrack Television Network (dba RTN).

    


    Securities
      Act
      shall
      mean the United States Securities Act of 1933, as amended, including the rules
      and regulations promulgated thereunder.

     

    State
      shall
      mean any constituent state of the United States, as well as the District of
      Columbia.

     

    Subscriber
      shall
      mean any home that, through traditional television exploitation, including
      by
      means of UHF and VHF television broadcast, cable television, “over-the-air”
television, subscription television, pay television, pay per view television,
      iTV, video on demand television, hotel and other institutional service
      television, satellite master antennae television (SMATV), multi-channel
      multi-point distribution services television (MMDS), and direct broadcast
      satellite service, has the ability to view HRTV. By way of example, a home
      which
      subscribes to a basic tier of cable television or direct broadcast satellite
      service television shall be deemed a Subscriber if such cable television or
      direct broadcast satellite service television operator offers HRTV on any
      tier.

     

    Substitute
      Member
      shall
      mean a transferee of all or a portion of a Member’s Interest that becomes a
      Member and succeeds, to the extent of the Interest transferred, to the rights
      and powers and becomes subject to the restrictions and liabilities of the
      transferor Member.

     

    Tax
      Matters Partner
      shall
      mean the Member identified as such, from time to time, by the Members. The
      initial Tax Matters Partner shall be CDI Sub, and CDI Sub and MEC Sub shall
      alternate serving as the Tax Matters Partner each calendar year.

     

    Tax
      Percentage
      shall
      have the meaning set forth in Section 4.1(a)(ii).

     

    Television
      Fees
      shall
      have the meaning set forth in Section 5.2.

     

    Television
      Rights
      shall
      mean, other than with respect to Point to Point Simulcasting, all audio, video,
      data and replay rights related to horse racing or dog racing for purposes of
      traditional television exploitation, including by means of UHF and VHF
      television broadcast, cable television, “over-the-air” television, subscription
      television, pay television, pay per view television, iTV, video on demand
      television, hotel and other institutional service television, satellite master
      antennae television (SMATV), multi-channel multi-point distribution services
      television (MMDS), and direct broadcast satellite service, provided however
      Television Rights shall not include Broadband and Mobile Rights.

     

    Term
      shall
      have the meaning set forth in Section  1.2. Where not capitalized, “term”
shall mean the entire period of the Company’s existence, including any period of
      winding-up and liquidation following the Dissolution of the Company pursuant
      to
      Article  8.

     

    Termination
      shall
      mean, with respect to a legal entity other than a natural person, that such
      entity has Dissolved, completed its process of winding-up and liquidation,
      and
      otherwise ceased to exist.

     

    Territory
      shall
      mean the United States and whatever additional geographic region, if any, as
      the
      Board of Managers shall determine from time to time.

     

    Third
      Party shall
      mean any person or entity other than CDI, CDI Sub, MEC or MEC Sub, or any entity
      Controlled by CDI or MEC, respectively.

     

    TrackNet
      shall
      mean TrackNet Media Group, LLC.

     

    Transfer
      shall
      mean any direct or indirect sale, exchange, transfer, gift, encumbrance,
      assignment, pledge, mortgage, hypothecation or other disposition, whether
      voluntary or involuntary.

     

    Treasury
      Regulation
      shall
      mean a regulation issued by the United States Treasury Department and relating
      to a matter arising under the Code.

     

    United
      States
      shall
      mean the United States of America.

     

    Updated
      Capital Account
      shall
      mean, with respect to a Member, such Member’s Capital Account determined as if,
      immediately prior to the time of determination, all of the Company’s assets had
      been sold for Fair Market Value and any previously unallocated Profits or Losses
      had been allocated pursuant to Article 3.

     

    Withdrawal
      Event
      shall
      have the meaning set forth in Section 7.3.

     

    Withdrawn
      Member
      shall
      have the meaning set forth in Section  7.3.

     

    XpressBet
      shall
      mean any advance deposit wagering service that is Controlled by
      MEC.

     


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    CHURCHILL
      DOWNS INCORPORATED

     

     

    By:_/s/
      William C. Carstanjen___________

                                    Name:
      William C.
      Carstanjen

                                    Title:
      Executive Vice
      President

     

    CD
      HRTV
      HC, LLC

     

    
      By:_/s/
        William C. Carstanjen___________

       Name:
        William C.
        Carstanjen

       Title:
        Executive Vice
        President



     

    MAGNA
      ENTERTAINMENT CORP.

     

     

    By:__/s/
      Michael Newman_____________

                                    Name:
      Michael
      Newman

                                    Title:
      Chief
      Executive Officer

     

    By:___/s/
      Joseph DeFrancis____________

                                    Name:
      Joseph
      DeFrancis

                                    Title:
      Executive Vice
      President

     

     

    MEC
      HRTV
      HOLDCO LLC

     

    


                                    By:__/s/
      Michael Newman_____________

                                    Name:
      Michael
      Newman

                                    Title:
      Chief
      Executive Officer

     

    By:___/s/
      Joseph DeFrancis____________

                                    Name:
      Joseph
      DeFrancis

                                    Title:
      Executive Vice
      President

     

    


     

    15181192.10


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      A

     

    MEMBER
      INFORMATION

     

    


     

    
      	
              Name
                and Contact Information

               

            	
              Allocation
                Percentage

               

            
	
              CD
                HRTV HC, LLC; Attn: President

              700
                Central Avenue

              Louisville,
                Kentucky 40208

               

            	
              50

               

            
	
              MEC
                HRTV HOLDCO LLC; Attn: President

              337
                Magna Drive

              Aurora,
                Ontario L4G

              7K1
                Canada

            	
              50

               

            


    

    


     

    Initial
      Capital Commitment

     

    


     

    

      
        	
                2007

              	
                CDI
                  Sub

              	
                MEC
                  Sub

              
	
                Upon
                  Closing

              	
                $786,000

              	
                $786,000

              
	
                    July
                  1,
                  2007

              	
                $574,000

              	
                $574,000

              
	
                    October
                  1, 2007

              	
                $599,000

              	
                $599,000

              
	
                    January
                  1, 2008

              	
                $602,000

              	
                $602,000

              
	 	 	 
	
                2008

              	 	 
	
                    April
                  1, 2008

              	
                $636,000

              	
                $636,000

              
	
                    July
                  1,
                  2008

              	
                $621,000

              	
                $621,000

              
	
                    October
                  1, 2008

              	
                $621,000

              	
                $621,000

              
	
                    January
                  1, 2009

              	
                $652,000

              	
                $652,000

              
	 	 	 
	
                2009

              	 	 
	
                    April
                  1, 2009

              	
                $648,000

              	
                $648,000

              
	
                    July
                  1,
                  2009

              	
                $648,000

              	
                $648,000

              
	
                    October
                  1, 2009

              	
                $600,000

              	
                $600,000

              


      

    

    


     

    1.
      All
      quarterly contributions shall be made on the dates listed above.

     

    2.
      Any
      quarterly contributions or portions thereof which are not needed to fund the
      Actual Cash Flow Deficiency of such quarter shall be segregated in a separate
      bank account of the Company until needed to fund an Actual Cash Flow Deficiency
      of a future quarter or any distributions permitted or required under this
      Agreement.

     

    Capital
      Contributions required to be made by a Member under this Schedule shall be
      due
      and payable on the date indicated and delinquent amounts shall bear interest
      at
      a floating rate equal to the prime rate as announced from time to time by the
      Bank, compounded daily.

     

    


     

    MANAGERS

     

     

    William
      Carstanjen.

    Joseph
      DeFrancis.

    James
      E.
      Gay.

    Michael
      Neuman.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      B

    Additional
      Capital Commitments

    


    In
      the
      event there is an Excess Cash Flow Deficiency with respect to any quarter
      beginning with the Closing through and including the 4th
      calendar
      quarter of 2009, MEC Sub agrees to fund such Excess Cash Flow Deficiency as
      set
      forth below. If, in accordance with this Schedule B, additional capital is
      required from MEC Sub, a capital call notice will be sent by the Company to
      MEC
      Sub specifying the amount and time of the contribution for such additional
      capital. MEC Sub must make the contribution required by such capital call on
      the
      indicated due date, and delinquent amounts shall bear interest at a floating
      rate equal to the prime rate as announced from time to time by the Bank,
      compounded daily. MEC Sub shall solely contribute additional capital to fund
      the
      Excess Cash Flow Deficiency for such quarter (the “Additional MEC
      Capital”).

    


    Any
      Additional MEC Capital will not alter the Allocation Percentages.

    


    Notwithstanding
      anything to the contrary herein, CDI shall not be required to fund any amounts
      with respect to Excess Cash Flow Deficiencies.

    


    The
      Board
      of Managers may decline to issue a capital call other than as required under
      this Schedule or Schedule B-1 in their sole and absolute
      discretion.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      B-1

    Additional
      Capital Commitments-Discretionary Expenditures

    


    In
      the
      event there is a Discretionary Expenditure during any quarter, CDI Sub and
      MEC
      Sub agree to fund such Discretionary Expenditure in accordance with their
      respective Allocation Percentages when such Discretionary Expenditure is
      approved by the Board of Managers. When, in accordance with this Schedule B-1,
      additional capital is required from CDI Sub and MEC Sub, a capital call notice
      will be sent by the Company to CDI Sub and MEC Sub specifying the amount and
      time of the contribution for such additional capital. CDI Sub and MEC Sub must
      make the contribution required by such capital call on the indicated due date,
      and delinquent amounts shall bear interest at a floating rate equal to the
      prime
      rate as announced from time to time by the Bank, compounded
      daily.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    
      
        SCHEDULE
          C

        Existing
          Contractual Obligations

         

        

          
            	 	
                    Date
                      of Expiration

                  
	 	 
	
                    Churchill
                      Downs Incorporated

                  	 
	 	 
	
                    ODS
                      Technologies (dba TVG Network) - Hoosier

                  	
                    March
                      13, 2007

                  
	
                    ODS
                      Technologies (dba TVG Network) - Churchill Downs

                  	
                    March
                      14, 2007

                  
	
                    ODS
                      Technologies (dba TVG Network) - Fair Grounds

                  	
                    March
                      30, 2007

                  
	
                    ODS
                      Technologies (dba TVG Network) - Arlington

                  	
                    August
                      6, 2007

                  
	
                    ODS
                      Technologies (dba TVG Network) - Calder

                  	
                    April
                      15, 2008

                  
	
                    Racing
                      World

                  	
                    April
                      15, 2009

                  
	 	 
	 	 
	
                    Magna
                      Entertainment Corp.

                  	 
	 	 
	
                    RTN

                  	
                    month
                      to month

                  
	
                    Racing
                      World

                  	
                    April
                      15, 2009

                  


          

        

         

         

      

    

    The
      above
      contractual obligations of CDI and MEC shall not be renewed or extended after
      the date of this Agreement, except (i) Racing World may be extended upon
      approval of the Board of Managers, and (ii) RTN may be extended provided that
      CDI’s Television Rights are carried on RTN not later than April 27, 2007 on
      terms and conditions acceptable to the Board of Managers.