EXHIBIT 10.1

                        2004B AMENDMENT TO LOAN DOCUMENTS

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

                                    RECITALS

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (e) AMENDMENT OF SECTION 6.24.2-LEVERAGE RATIO. Section 6.24.2
                  of the Credit Agreement is hereby amended and restated to read
                  in its entirety as follows:

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

                  LEVERAGE RATIO                 PERIOD

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

                  (f)  REFERENCES  TO PRICING  SCHEDULE  AND  SCHEDULES 1, 2, 3,
                  2.3.1,  5.22,  5.23, 5.24, 5.25, 5.26, 6.22. All references in
                  the Credit  Agreement to the Pricing Schedule and Schedules 1,
                  2, 3, 2.3.1,  5.22,  5.23,  5.24,  5.25,  5.26,  6.22 shall be
                  deemed to be references to the Pricing  Schedule and Schedules
                  1, 2, 3, 2.3.1, 5.22, 5.23, 5.24, 5.25, 5.26, 6.22 attached to
                  the 2004B  Amendment.  Without  limiting  the  foregoing,  the
                  Pricing Schedule  attached to the 2004B Amendment shall become
                  effective  on the date the 2004B  Amendment  is  executed  and
                  delivered,   and  by  the  terms  of  that  Pricing  Schedule,
                  adjustments,   if  any,  to  the  Applicable   Margin  or  the
                  Applicable  Fee Rate shall be  effective  five  Business  Days
                  after the Agent has received  the  applicable  Financials  (as
                  those  terms are defined in the  Pricing  Schedule)  after the
                  date of the  2004B  Amendment.  And also as  provided  in that
                  Pricing  Schedule,  if  the  Borrower  fails  to  deliver  the
                  Financials  to the  Agent at the  time  required  pursuant  to
                  Section 6.1, then the  Applicable  Margin and  Applicable  Fee
                  Rate shall be the highest Applicable Margin and Applicable Fee
                  Rate set forth on the table in the Pricing Schedule until five
                  days after such Financials are so delivered.

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

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

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

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

         5. CERTAIN REFERENCES IN THE LOAN DOCUMENTS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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<PAGE>




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

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

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

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

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

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

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

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

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

                                       9


<PAGE>




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

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

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

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

                                       10


<PAGE>



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

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

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

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

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

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

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


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

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

                                       11


<PAGE>




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

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

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

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

         10. CERTAIN FEES.

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

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

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

         12. MISCELLANEOUS.

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


                                       12

<PAGE>




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

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

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

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

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

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

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

                                       13


<PAGE>




                  (h)  CHOICE  OF LAW.  THE LOAN  DOCUMENTS  (OTHER  THAN  THOSE
CONTAINING A CONTRARY  EXPRESS  CHOICE OF LAW  PROVISION)  SHALL BE CONSTRUED IN
ACCORDANCE  WITH THE  INTERNAL  LAWS  (WITHOUT  REGARD TO THE  CONFLICT  OF LAWS
PROVISIONS) OF THE  COMMONWEALTH OF KENTUCKY,  BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

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

                                       14

<PAGE>


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



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

                                       15

<PAGE>



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

                                   CHURCHILL DOWNS INCORPORATED

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   GUARANTORS:

                                   CHURCHILL DOWNS MANAGEMENT
                                   COMPANY

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CHURCHILL DOWNS INVESTMENT
                                   COMPANY

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   RACING CORPORATION OF AMERICA

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                       16

<PAGE>


                                   CALDER RACE COURSE, INC.

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   TROPICAL PARK, INC.

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CHURCHILL DOWNS CALIFORNIA
                                   COMPANY

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CHURCHILL  DOWNS  CALIFORNIA
                                   FALL  OPERATING COMPANY

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   ARLINGTON PARK RACECOURSE, LLC

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004

                                       17

<PAGE>


                                   ARLINGTON MANAGEMENT
                                   SERVICES, LLC

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   ARLINGTON OTB CORP.

                                   By /s/ MARY ANN GUENTHER

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   QUAD CITY DOWNS, INC.

                                   By /s/ MARY ANN GUENTHER

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CDIP, LLC

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   CDIP HOLDINGS, LLC

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004

                                       18

<PAGE>



                                   ELLIS PARK RACE COURSE, INC.

                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


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


                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


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


                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004


                                   VIDEO SERVICES, INC.


                                   By /s/ REBECCA C. REED

                                   Title: SECRETARY

                                   Date: October 13, 2004

                                       19

<PAGE>



                                   BANK ONE, NA,
                                   as a Lender and as Agent


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

                                   Date: October 13, 2004




                                       20


<PAGE>


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

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

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

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

</TABLE>

         For the  purposes  of this  Schedule,  the  following  terms  have  the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial  statements of the
Borrower delivered pursuant to Section 6.1(i) or (ii).

         "Level I  Status"  exists  at any  date  if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  the
Leverage Ratio is less than 2.00 to 1.00.

         "Level  II  Status"  exists  at any date if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is
less than 2.50 to 1.00.

         "Level  III  Status"  exists  at any date if, as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the  Borrower has not  qualified  for Level I Status or Level II Status and (ii)
the Leverage Ratio is less than 3.00 to 1.00.

         "Level  IV  Status"  exists  at any date if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the Borrower has not  qualified for Level I Status,  Level II Status,  Level III
Status and (ii) the Leverage Ratio is less than 3.50 to 1.00.

         "Level V  Status"  exists  at any  date  if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the Borrower has not  qualified for Level I Status,  Level II Status,  Level III
Status,  or Level IV Status,  and (ii) the  Leverage  Ratio is less than 4.00 to
1.00.

         "Level  VI  Status"  exists  at any date if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the Borrower has not  qualified for Level I Status,  Level II Status,  Level III
Status,  Level IV Status,  Level V Status,  and (ii) the Leverage  Ratio is less
than 4.50 to 1.00.

                                       21

<PAGE>




         "Level VII Status" exists at any date if the Borrower has not qualified
for Level I Status,  Level II Status, Level III Status, Level IV Status, Level V
Status or Level VI Status.

         "Status"  means  either  Level I  Status,  Level II  Status,  Level III
Status, Level IV Status, Level V Status, Level VI Status and Level VII Status.

         The  Applicable  Margin and  Applicable Fee Rate shall be determined in
accordance  with the foregoing  table based on the Borrower's  Status,  adjusted
quarterly  and  measured on the most recent four fiscal  quarters  ending on the
determination date as reflected in the then most recent Financials. Adjustments,
if any, to the Applicable  Margin or Applicable Fee Rate shall be effective five
Business  Days after the Agent has received the  applicable  Financials.  If the
Borrower  fails to  deliver  the  Financials  to the Agent at the time  required
pursuant to Section 6.1,  then the  Applicable  Margin and  Applicable  Fee Rate
shall be the highest  Applicable Margin and Applicable Fee Rate set forth in the
foregoing table until five days after such Financials are so delivered.

                                       22

<PAGE>


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

                                       23