FIRST AMENDMENT

                                       to

                     $250,000,000 REVOLVING CREDIT FACILITY

                                CREDIT AGREEMENT

                                  by and among

                 CHURCHILL DOWNS INCORPORATED, as the Borrower,

                                       and

                           THE GUARANTORS PARTY HERETO

                                       and

                             THE BANKS PARTY HERETO

                                       and

                    PNC BANK, NATIONAL ASSOCIATION, As Agent,

                                       and

                  CIBC OPPENHEIMER CORP., As Syndication Agent.

                                       and

                BANK ONE, KENTUCKY, N.A., As Documentation Agent



                           Dated as of April 30, 1999


        WHEREAS, reference is made to the Credit Agreement dated April 23, 1999
(the "Credit Agreement") described above,

        THEREFORE,  the  parties  hereto,  in  consideration  of their  mutual 
covenants  and agreements  hereinafter set forth and other good and valuable  
consideration,  the receipt and sufficiency of which is hereby acknowledged and 
intending to be legally bound hereby,  amend Schedule 5.1.12 (Consents) to add a
new paragraph to read as follows:

        Notwithstanding  anything  to  the  contrary  in the  Credit  Agreement,
the  parties acknowledge  that  prior  to the  transfer,  assignment, change  of
ownership  or  interest, foreclosure  or  realization  of any of the  Collateral

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<PAGE>

or Mortgages  (each as defined in the Credit Agreement) related to Calder,
Tropical, or CDMC stock or any transfer,  assignment,  or change of ownership or
interest in Florida pari-mutuel permits or licenses, such  transfer, assignment,
change of ownership  or interest, foreclosure  or  realization  must comply with
Florida law, including Chapter 550, Florida Statutes, including, but not limited
to Sections 550.054 and 550.1815, Florida Statutes, which may require approval 
by the Division.

                           [SIGNATURE PAGES TO FOLLOW]


                                      157
<PAGE>

                         [SIGNATURE PAGE 1 OF 3 TO FIRST AMENDMENT]



        IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above 
written.

                                         BORROWER:

                                         CHURCHILL DOWNS INCORPORATED

                                         By:\s\ Robert L. Decker
                                         Title: Executive Vice President and CFO


                                         GUARANTORS:

                                         CHURCHILL DOWN MANAGEMENT
                                         COMPANY




                                         By:\s\ Robert L. Decker
                                         Title: Vice President and Treasurer

                                         CHURCHILL DOWNS INVESTMENT 
                                         COMPANY




                                         By:\s\ Robert L. Decker
                                         Title: President

                                         RACING CORPORATION OF AMERICA




                                         By:\s\ Robert L. Decker
                                         Title: Treasurer

                                         ELLIS PARK RACE COURSE, INC.




                                         By:\s\ Robert L. Decker
                                         Title: Treasurer


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<PAGE>

                  [SIGNATURE PAGE 2 OF 3 TO FIRST ADMENDMENT]

                                         CALDER RACE COURSE, INC.




                                         By:\s\ Robert L. Decker
                                         Title: Vice President and Treasurer


                                         TROPICAL PARK, INC.




                                         By:\s\ Robert L. Decker
                                         Title: Vice President and Treasurer


                                         PNC BANK, NATIONAL ASSOCIATION, 
                                               individually and as Agent



                                         By: \s\ Susan C. Snyder
                                         Title:  Vice President


                                         BANK ONE, KENTUCKY, NA




                                         By: \s\ H. Joseph Brenner
                                         Title: Senior Vice President


                                         CIBC INC.



                                         By:    
                                         Title: 


                                         COMERICA BANK



                                         By: Kathleen Kasperek   
                                         Title: Account Officer  


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<PAGE>

                          [SIGNATURE PAGE 3 OF 3 TO FIRST AMENDMENT]



                                         FIFTH THIRD BANK



                                         By: \s\ Aubrey L. Hayden, Jr.     
                                         Title: Assistant Vice President 


                                         NATIONAL CITY BANK OF KENTUCKY



                                         By: \s\ Laura L. Cromer   
                                         Title: Vice President


                                         FIRSTAR BANK, N.A.



                                         By: \s\ Toby B. Rau    
                                         Title: Assistant Vice President  


                                         BANK OF LOUISVILLE



                                         By: \s\Gregory A DeMuth   
                                         Title: Senior Vice President


                                         CIVITAS BANK



                                         By: \s\ Dwight Hamilton     
                                         Title:Vice President  


                                         WELLS FARGO BANK



                                         By: \s\ Virginia Christenson  
                                         Title: Relationship Manager


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