EX-4.1





 Exhibit 4.1 

SUPPLEMENTAL INDENTURE 
 SECOND
SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of March 17, 2021, by and among Churchill Downs Incorporated, a Kentucky corporation (the “Issuer”), each of the parties identified on
Annex A hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”). 

WITNESSETH: 
 WHEREAS, the
Issuer, the Guarantors, and the Trustee are party to an indenture, dated as of December 27, 2017 (the “Base Indenture”) as amended and supplemented by the supplemental indenture dated December 12, 2018 (the
“Supplemental Indenture” and together with the Base Indenture and this Second Supplemental Indenture, the “Indenture”), providing for the issuance by the Issuer of its 4.75% Senior Notes due 2028; 

WHEREAS, pursuant to and on the date of the Base Indenture, the Issuer initially issued $500,000,000 aggregate principal amount of its 4.75%
Senior Notes due 2028 (the “Existing Notes”); 
 WHEREAS, Section 2.1 of the Base Indenture provides that the Issuer
may, from time to time and in accordance therewith, create and issue Additional Notes (as defined in the Base Indenture) under the Base Indenture; 

WHEREAS, the Issuer wishes to issue an additional $200,000,000 aggregate principal amount of its 4.75% Senior Notes due 2028 as Additional
Notes (the “New Notes”); 
 WHEREAS, Section 9.1 of the Base Indenture provides that, without the consent of the
Holders of any Notes, the Issuer, any Guarantor and the Trustee may amend or supplement the Base Indenture to provide for or confirm the issues of Additional Notes; 

WHEREAS, Section 9.1 of the Base Indenture provides that, without the consent of the Holders of any Notes, the Issuer, any Guarantor and
the Trustee may amend or supplement the Base Indenture to cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Memorandum
(as defined in the Base Indenture) in accordance with the terms of the Base Indenture; 
 WHEREAS, the Issuer and the Guarantors are
authorized to execute and deliver this Second Supplemental Indenture; 
 WHEREAS, the Issuer has requested that the Trustee execute and
deliver this Second Supplemental Indenture; and 
 WHEREAS, all conditions and requirements necessary to the execution and delivery of this
Second Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects authorized. 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged
the Issuer, the Guarantors and the Trustee mutually covenant and agree as follows: 

  
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 1. Defined Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Base Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a
whole and not to any particular section hereof. 
 2. Amount of New Notes. The aggregate principal amount of New Notes to be
authenticated and delivered under this Second Supplemental Indenture on March 17, 2021 is $200,000,000. 
 3. Terms of New
Notes. The New Notes are to be issued as Additional Notes under the Indenture and shall: 
  

	 	a.	 be issued as part of the existing series of Existing Notes under the Indenture, and the New Notes and the
Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase; 



 

	 	b.	 be issued on March 17, 2021 at a purchase price of 103.250% of the principal amount and will accrue
interest from January 15, 2021; 


  

	 	c.	 be issuable in whole in the form of one or more Global Notes to be held by DTC and in the form, including
appropriate transfer restriction legends, provided in Exhibit A to the Base Indenture; 


  

	 	d.	 initially bear, in the case of New Notes sold under Regulation S of the Securities Act, the CUSIP number of
U1714Q AE4 and ISIN of USU1714QAE45; and 


  

	 	e.	 bear, in the case of New Notes sold under Rule 144A of the Securities Act, the same CUSIP number and ISIN as
the Existing Notes that are Rule 144A Notes. 


 4. Amendments to the Indenture 

a. The definition of “Initial Purchasers” under Section 1.1 of the Indenture is hereby deleted in its entirety and replaced with
the following: 
 “ “Initial Purchasers” means, with respect to the Initial Notes, J.P. Morgan Securities LLC, Fifth
Third Securities, Inc., PNC Capital Markets LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC and KeyBanc Capital Markets Inc. and, with respect to the Additional Notes, J.P. Morgan Securities LLC, Fifth Third Securities, Inc., PNC
Capital Markets LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC and KeyBanc Capital Markets Inc. (each an “Initial Purchaser”).” 

b. The definition of “Registration Rights Agreement” under Section 1.1 of the Indenture is hereby deleted in its entirety and
replaced with the following: 
 “ “Registration Rights Agreement” means, with respect to the Initial Notes, the Registration Rights
Agreement, dated as of the Issue Date, among the Company, the Guarantors and the Initial Purchasers, as the same may be amended from time to time in accordance with the terms thereof and, with respect to the Additional Notes, the Registration Rights
Agreement, dated as of March 17, 2021, among the Issuer, the guarantors party thereto and the Initial Purchasers, as the same may be amended from time to time in accordance with the terms thereof.” 

  
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 c. Section 3.2(b)(1) of the Indenture is hereby amended to replace the reference to
“$1.6 billion” with a reference to “$1.4 billion”. 
 d. All notice and other communications to the Trustee shall be
given as provided in the Indenture, at the address set forth below: 
 U.S. Bank National Association 

One Financial Square 
 Louisville,
Kentucky 40202 
 Attention: Amy Anders, Churchill Downs Corporate Trust Administrator 

Phone: 502-562-6259 

5. Ratification of Base Indenture; Supplemental Indenture; Second Supplemental Indenture Part of Indenture. The Base Indenture and
Supplemental Indenture are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Base Indenture and Supplemental
Indenture for all purposes, and every Holder of a Note or New Note heretofore or hereafter authenticated and delivered shall be bound hereby. 

6. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

7. Trustee’s Assumption; Trustee Makes No Representation. The Trustee assumes no duties, responsibilities or liabilities under
this Second Supplemental Indenture other than as set forth in the Base Indenture. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture. The Trustee shall not be responsible for any statement or
recital herein or any statement or recital contained in any document in connection with the sale of the New Notes. 
 8.
Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. 

  
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 If the foregoing is in accordance with your understanding, please indicate your acceptance
of this Agreement by signing in the space provided below. 
  

			
	Very truly yours,
	
	CHURCHILL DOWNS INCORPORATED
		
	By:	 	 /s/ Marcia A. Dall

	Name:	 	Marcia A. Dall
	Title:	 	Executive Vice President and Chief Financial Officer


 [Signature Page to Supplemental Indenture] 












 
			
	GUARANTORS
	
	ARLINGTON PARK RACECOURSE, LLC
	BB DEVELOPMENT LLC
	CALDER RACE COURSE, INC.
	CHURCHILL DOWNS INTERACTIVE GAMING, LLC
	CHURCHILL DOWNS MANAGEMENT COMPANY, LLC
	CHURCHILL DOWNS RACETRACK, LLC
	CHURCHILL DOWNS TECHNOLOGY INITIATIVES COMPANY
	DERBY CITY GAMING, LLC
	HCRH, LLC
	KYCR HOLDINGS, LLC
	LLN PA, LLC
	MAGNOLIA HILL, LLC
	MVGR, LLC
	PID, LLC
	SW GAMING LLC
	TROPICAL PARK, LLC
	YOUBET.COM, LLC
		
	By:	 	 /s/ Marcia A. Dall

	Name:	 	Marcia A. Dall
	Title:	 	Treasurer


 Signature Page to Second Supplemental Indenture 












 
			
	ARLINGTON OTB CORP.
	CHURCHILL DOWNS LOUISIANA VIDEO POKER COMPANY, L.L.C.
	CHURCHILL DOWNS LOUISIANA HORSERACING COMPANY, L.L.C.
	TURFWAY PARK, LLC
	VIDEO SERVICES, L.L.C.
	WKY DEVELOPMENT, LLC
		
	By:	 	 /s/ Michael W. Anderson

	Name:	 	Michael W. Anderson
	Title:	 	Secretary
	
	NKYRG, LLC
		
	By:	 	 /s/ Michael W. Anderson

	Name:	 	Michael W. Anderson
	Title:	 	Secretary
	
	UNITED TOTE COMPANY
		
	By:	 	 /s/ Benjamin C. Murr

	Name:	 	Benjamin C. Murr
	Title:	 	Chairman & Treasurer
	
	QUAD CITY DOWNS, INC.
		
	By:	 	 /s/ Bradley K. Blackwell

	Name:	 	Bradley K. Blackwell
	Title:	 	Secretary
	
	OCEAN DOWNS LLC
	OCEAN ENTERPRISE 589 LLC
	OLD BAY GAMING AND RACING, LLC
	RACING SERVICES LLC
		
	By:	 	 /s/ Bobbi Sample

	Name:	 	Bobbi Sample
	Title:	 	General Manager



  
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	 U.S. BANK NATIONAL ASSOCIATION,

    as Trustee

		
	By:	 	 /s/ Amy Anders

		 	Name: Amy Anders
		 	Title: Vice President



  
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 Annex A 

Arlington OTB Corp. 
 Arlington Park Racecourse, LLC 

BB Development LLC d/b/a Oxford Casino 
 Calder Race Course, Inc.,
d/b/a Calder Casino and Race Course 
 Churchill Downs Interactive Gaming, LLC 

Churchill Downs Louisiana Horseracing Company, L.L.C. d/b/a Fair Grounds Race Course & Slots 

Churchill Downs Louisiana Video Poker Company, L.L.C. 
 Churchill
Downs Management Company, LLC 
 Churchill Downs Racetrack, LLC 

Churchill Downs Technology Initiatives Company d/b/a Bloodstock Research Information Services, BetAmerica.com and TwinSpires.com 

Derby City Gaming, LLC 
 HCRH, LLC 

KYCR Holdings, LLC 
 LLN PA, LLC 

Magnolia Hill, LLC d/b/a Riverwalk Casino Hotel, LLC 
 MVGR, LLC

 NKYRG, LLC 
 Ocean Downs LLC 

Ocean Enterprise 589 LLC 
 Old Bay Gaming and Racing, LLC 

PID, LLC 
 Quad City Downs, Inc. 

Racing Services LLC 

  
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 SW Gaming LLC d/b/a Harlow’s Casino Resort & Spa 

Tropical Park, LLC 
 Turfway Park, LLC 

United Tote Company 
 Video Services, LLC 

WKY Development, LLC 
 Youbet.com, LLC 

  
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