EXHIBIT 10.2

                                                                Execution Copy








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                          CHURCHILL DOWNS INCORPORATED


                            FIRST AMENDMENT AGREEMENT


                          Dated as of October 14, 2004


                                       to


                            NOTE PURCHASE AGREEMENTS


                            Dated as of April 3, 2003



     Re: $100,000,000 Floating Rate Senior Secured Notes Due March 31, 2010








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<PAGE>



                                Table of Contents

SECTION             HEADING                                                PAGE

SECTION 1.    OMNIBUS AMENDMENT....................................... .......1


SECTION 2.    ADDITIONAL AMENDMENTS TO EXISTING NOTE PURCHASE
              AGREEMENTS......................................................2


SECTION 3.    CONDITIONS PRECEDENT............................................7


SECTION 4.    REPRESENTATIONS AND WARRANTIES..................................11


SECTION 5.    REAFFIRMATIONS AND CONSENTS.....................................13


SECTION 6.    CERTAIN LICENSES................................................13


SECTION 7.    BREACH OF THIS FIRST AMENDMENT AGREEMENT........................14


SECTION 8.    MISCELLANEOUS...................................................14


Signatures....................................................................15



SCHEDULE A          -      Holders
SCHEDULE I

EXHIBIT A           -      Form of legal opinion of Rebecca C. Reed, Esq.
EXHIBIT B           -      Form of legal opinion of Wyatt, Tarrant & Combs, LLP
EXHIBIT C           -      Form of legal opinion of Lemle & Kelleher
EXHIBIT D           -      Form of legal opinion related to licenses
SCHEDULE 3(a)       -      Louisiana Properties
SCHEDULE 3(i)       -      Searches
SCHEDULE 3(k)       -      Consents
SCHEDULE 3(s)       -      Real Property
SCHEDULE 3(t)       -      Surveyors
SCHEDULE 3(w)       -      Real Property Collateral




<PAGE>









                            FIRST AMENDMENT AGREEMENT
                                       TO


             Re:     NOTE PURCHASE AGREEMENTS DATED AS OF APRIL 3, 2003



                                                                    Dated as of
                                                               October 14, 2004
To each of the holders
listed in Schedule A to
this First Amendment Agreement


Ladies and Gentlemen:

     Reference is made to (i) the separate Note Purchase  Agreements  each dated
as of April 3, 2003 (the  "EXISTING  NOTE PURCHASE  AGREEMENTS"  and, as amended
hereby, the "NOTE PURCHASE AGREEMENTS"),  among Churchill Downs Incorporated,  a
Kentucky  corporation  (the  "COMPANY") and the  purchasers  named on Schedule A
attached  thereto,  respectively and (ii) the $100,000,000  aggregate  principal
amount of Floating Rate Senior Secured Notes,  due March 31, 2010 of the Company
(the "NOTES").

     For good and valuable  consideration,  the receipt and sufficiency of which
are  hereby  acknowledged,   the  Company  requests  the  amendment  of  certain
provisions of the Existing Note Purchase Agreements as hereinafter provided.

     Upon your  acceptance  hereof in the manner  hereinafter  provided and upon
satisfaction  of all conditions to the  effectiveness  hereof and receipt by the
Company  of  similar  acceptances  from the  holders  of the  Notes,  this First
Amendment Agreement shall constitute a contract between us amending the Existing
Note Purchase  Agreements  and Notes,  in each case, as of October 14, 2004, but
only in the respects hereinafter set forth:

SECTION 1.     OMNIBUS AMENDMENT.

     In the event that as of the last day of any fiscal  quarter of the Company,
the  Leverage  Ratio for the then  most-recently  ended four fiscal  quarters is
equal to or greater than 4.00 to 1.00, the Adjusted LIBOR Rate applicable to the
immediately  succeeding  3 month period shall be defined as LIBOR plus 280 basis
points.  In the event that the Leverage Ratio for the then  most-recently  ended
four  fiscal  quarters is equal to or greater  than 3.50 to 1.00,  but less than
4.00 to 1.00, the Adjusted LIBOR Rate applicable to the immediately succeeding 3
month period shall be defined as LIBOR plus 230 basis points.  In the event that
the Leverage Ratio for the then most-recently ended four fiscal quarters is less
than  3.50 to 1.00,  the  Adjusted  LIBOR  Rate  applicable  to the  immediately
succeeding 3 month period shall be defined as LIBOR plus 155 basis  points.  The
Obligors and each of the holders  acknowledge that the Note Purchase  Agreements
and the Notes shall be and are hereby amended to  incorporate  the provisions of
this



<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



Section  1.  Notwithstanding  anything  contained  herein to the  contrary,  the
Adjusted  LIBOR Rate  applicable  to the Notes for the 3 month period  beginning
January 1, 2005  shall be LIBOR plus 280 basis  points.  For each  subsequent  3
month period  beginning  April 1, 2005,  the Leverage  Ratio shall be determined
pursuant to financial  statements and certificates by a Senior Financial Officer
delivered  to the holders in  accordance  with  Sections 7.1 and 7.2 of the Note
Purchase  Agreements.  If the Company fails to deliver such financial statements
and/or  certificates  as required  pursuant to such  Sections  7.1 and 7.2,  the
Adjusted  LIBOR Rate shall be defined as LIBOR plus 280 basis  points until five
days after such financial statements and certificates are so delivered.

SECTION 2.     ADDITIONAL AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENTS.

     SECTION 2.1 Section 10.5(a) of the Existing Note Purchase Agreements
shall be and is hereby amended in its entirety to read as follows:

          "The Company 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
                  5.00 to 1.00       October 14, 2004 through June 29, 2005
                  4.25 to 1.00       June 30, 2005 through June 29, 2006
                  3.75 to 1.00       June 30, 2006 through June 29, 2007
                  3.50 to 1.00       June 30, 2007 and thereafter"

     SECTION 2.2. Section 11(f) of the Existing Note Purchase Agreements
shall be and is hereby amended in its entirety to read as follows:

      " (f) (i) the Company or any  Subsidiary is in default (as principal or as
      guarantor or other  surety) in the payment of any  principal of or premium
      or make-whole  amount (including any LIBOR Breakage Amount) or interest on
      any Indebtedness  that is outstanding in an aggregate  principal amount of
      at least  $15,000,000  beyond any period of grace  provided  with  respect
      thereto,  or (ii) the  Company  or any  Subsidiary  is in  default  in the
      performance  of or  compliance  with  any  term  of  any  evidence  of any
      Indebtedness  in an  aggregate  outstanding  principal  amount of at least
      $15,000,000  or of any  mortgage,  indenture or other  agreement  relating
      thereto  or any  other  condition  exists,  and as a  consequence  of such
      default or condition such  Indebtedness  has become,  or has been declared
      (or one or more persons are entitled to declare such  Indebtedness to be),
      due and  payable  before  its  stated  maturity  or before  its  regularly
      scheduled dates of payment, or (iii) as a consequence of the occurrence or
      continuation of any event or condition  (other than the passage of time or
      the right of the holder of Indebtedness to convert such  Indebtedness into
      equity interests), (x) the Company or any Subsidiary has become


                                       -2-

<PAGE>


Churchill Downs Incorporated                           First Amendment Agreement



      obligated to purchase or repay Indebtedness before its regular maturity or
      before  its  regularly   scheduled   dates  of  payment  in  an  aggregate
      outstanding  principal amount of at least $15,000,000,  or (y) one or more
      Persons  have the right to require  the  Company or any  Subsidiary  so to
      purchase or repay such Indebtedness; or"

     SECTION 2.3.  Schedule B to the Existing Note Purchase  Agreements shall be
and is hereby amended by adding or replacing the following  definitions  thereto
in alphabetical order:

      "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.

      "CDLHC" means Churchill Downs Louisiana  Horseracing  Company,  L.L.C.,  a
Louisiana limited liability company

      "CDLVP" means Churchill Downs  Louisiana  Video Poker Company,  L.L.C.,  a
Louisiana limited liability company.

      "COLLATERAL  DOCUMENTS"  means,  collectively,  all  of  the  instruments,
documents  and  agreements  pursuant  to which  any  Person  grants a Lien on or
security  interest in all or any portion of the Collateral,  including,  without
limitation,  those  documents  referred  to in Section  6.25 of the Bank  Credit
Agreement,  including,  without limitation,  all pledge and security agreements,
mortgages,  assignments  of patents,  trademarks  and  copyrights,  the Negative
Pledge  Agreement,  the  Intercompany  Subordination  Agreement,  the Collateral
Sharing Agreement,  the 2004B Collateral Documents,  and all other documents and
instruments  executed as security for any  obligations  of any Obligor under any
Financing   Agreement  and  any  other  agreements,   documents  or  instruments
guaranteeing  or securing any  obligations  of any Obligor  under any  Financing
Agreement.

      "CONSOLIDATED  ADJUSTED  EBITDA"  for any  period  means the  consolidated
Adjusted  EBITDA  of  all of the  Obligors  for  that  period,  consolidated  in
accordance  with GAAP.  The  EBITDA of the  Excluded  Subsidiaries  shall not be
included in Consolidated Adjusted EBITDA.

      "CONSOLIDATED  FUNDED INDEBTEDNESS" means at any time the aggregate dollar
amount of  Consolidated  Indebtedness  which has  actually  been  funded  and is
outstanding  at such time,  whether or not such amount is due or payable at such
time.

      "CONSOLIDATED  INDEBTEDNESS"  means at any time  the  Indebtedness  of the
Obligors  calculated on a consolidated  basis as of such time in accordance with
GAAP.

      "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

                                      -3-

<PAGE>



Churchill Downs Incorporated                          First Amendment Agreement


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 in 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 in 2004 or the fourth  fiscal
quarter in 2004 (but not both quarters), or (2) $6,200,000; 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 GAAP.

      "EXCLUDED ENTITIES" means any corporation,  partnership, limited liability
company or other Person in which the Obligors hold an ownership interest, either
directly or indirectly, and which is not an Obligor.

      "EXCLUDED SUBSIDIARIES" means any Excluded Entity which is a Subsidiary of
the Company.  The Excluded  Subsidiaries on the date of the closing of the First
Amendment   Agreement  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 Venture 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.

      "FAIR GROUNDS" means Fair Grounds Corporation, a Louisiana corporation.

      "FAIR GROUNDS  ACQUISITION"  means the  acquisition  of the assets of Fair
Grounds and Finish Line and the stock of VSI.

      "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, 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;  (c) the Asset  Purchase
Agreement, dated as of August 31, 2004, as amended by the First Amendment, dated
as September 17, 2004,  among the Company,  on behalf of one of its wholly owned
subsidiary to be formed,  Fair Grounds and the Company;  (d) the Asset  Purchase
Agreement,  dated as of October 14, 2004, between CDLHC and Finish Line; and (e)
the Stock  Purchase  Agreement,  dated October 14, 2004,  between CDLVP , Steven
Rittvo, Ralph Capitelli, T. Cary Wicker III and Louisiana Ventures, Inc.

      "FAIR  GROUNDS  ASSIGNMENT  AND  SUBORDINATION  OF  LEASE  AND  MANAGEMENT
AGREEMENT"  means the  Assignment  and  Subordination  of Lease  and  Management
Agreement,  dated as of October 14, 2004,  between CDLHC, as Landlord,  and Fair
Grounds, as Tenant.

                                      -4-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



      "FINANCING  STATEMENT" shall mean financing statements of the Company or a
Guarantor,  naming the Company or such  Guarantor  as debtor and the  Collateral
Agent as secured party as amended from time to time.

      "FINISH LINE" means Finish Line Management Corp., a Louisiana corporation.

      "FIRST AMENDMENT  AGREEMENT" means the First Amendment  Agreement dated as
of October 14, 2004 to Note Purchase Agreements dated as of April 3, 2003 by and
among the Company, the Guarantors and the holders.

      "JAZZ FEST SUBORDINATION  AGREEMENT AND ESTOPPEL" means the Subordination,
Non-disturbance  and Attornment  Agreement dated as of October 14, 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 Collateral Agent.

      "KELLEY NOTE" means that certain  Convertible  Promissory Note dated on or
about  October 14, 2004  issued by the  Company in favor of Brad M.  Kelley,  an
individual.

      "LEVERAGE  RATIO" means, as of any date of  calculation,  the ratio of (i)
Consolidated Funded  Indebtedness  outstanding on such date to (ii) Consolidated
Adjusted  EBITDA,  in each instance  computed in accordance with Section 10.5(a)
and GAAP.

      "LOUISIANA  MORTGAGES"  means  the  Mortgages,  Assignments  of Rents  and
Security  Agreements  dated as of October 14, 2004 and the Leasehold  Mortgages,
Assignments  of Rents and Security  Agreements  dated as of October 14, 2004 and
Deeds of Trust dated as of October 14, 2004  encumbering  the  Obligors'  fee or
leasehold  interest in those  properties  listed on  Schedule  3(a) of the First
Amendment  Agreement  and  delivered  by each of the  applicable  Obligors  with
respect to each of the parcels of real  property  listed on Schedule 3(a) to the
Collateral  Agent for the  benefit of the  holders,  subject to the terms of the
Collateral  Sharing Agreement,  as they may be amended and/or  supplemented from
time to time.

      "LOUISIANA TITLE INSURER" means Stewart Title Guaranty.

      "REAL PROPERTY" means,  collectively,  each of the parcels of owned and/or
leased real property of any of the Obligors,  all of which is listed on Schedule
3(w).

      "REAL  PROPERTY  COLLATERAl"  means  each of the  parcels  of  owned  Real
Property listed on Schedule 3(w) except as set forth on such Schedule.

      "SEASONAL   BORROWING  NEEDS   ADJUSTMENT"  means  the  reduction  of  the
Consolidated  Funded  Indebtedness as of the end of (i) the first fiscal quarter
of the Company's fiscal year 2005 by $25,000,000,  (ii) the first fiscal quarter
of the Company's fiscal year 2006 by $25,000,000, (iii) the first fiscal quarter
of the Company's fiscal years 2007, 2008, 2009 and 2010 by $25,000,000.


                                      -5-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



      "2004B  AMENDMENT  TO THE PLEDGE AND SECURITY  AGREEMENT"  means the 2004B
Amendment to Pledge and Security Agreement,  dated as of October 14, 2004, among
the applicable Obligors and the Collateral Agent for the benefit of the holders,
subject to the provisions of the Collateral  Sharing  Agreement,  as they may be
amended and/or supplemented from time to time.

      "2004B  ASSIGNMENTS  OF  PATENT,  TRADEMARKS  AND  COPYRIGHTS"  means  the
Assignment of Patent,  Trademarks and Copyrights,  dated as of October 14, 2004,
executed by CDIP,  LLC in favor of the  Collateral  Agent and the  Assignment of
Patent,  Trademarks and  Copyrights,  dated as of October 14, 2004,  executed by
CDLHC, in favor of the Collateral Agent.

      "2004B BANK AMENDMENT" means the 2004B Amendment to Loan Documents,  dated
as of October 14, 2004, among 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
Banks as provided in the Bank Credit  Agreement as agent, the Guarantors and the
Company.

      "2004B COLLATERAL DOCUMENTS" means, collectively,  all of the instruments,
documents  and  agreements  pursuant  to which any Person  grants a Lien on or a
security interest in all or any portion of any Collateral  pursuant to the First
Amendment  Agreement and/or 2004B Bank Amendment,  including without limitation,
those  documents  referenced  in  Sections  6.25  and  6.29 of the  Bank  Credit
Agreement,  including 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  obligations  of any  Obligor  in  connection  with the  First
Amendment  Agreement  and/or 2004B Bank 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 2004B Consent
Joinder and  Reaffirmation,  dated October 14, 2004, among the Collateral Agent,
the Company and the Guarantors.

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

      "VSI" means Video Services, Inc., a Louisiana corporation.

     SECTION 2.4.  Schedule B of the Existing Note Purchase  Agreements shall be
and is hereby  amended by  deleting  the  following  definitions:  "Consolidated
Funded Debt," "Consolidated Operating Cash Flow," and "Monetary Default".

                                      -6-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



SECTION 3.     CONDITIONS PRECEDENT.

     This First Amendment  Agreement shall not become effective until, and shall
become  effective on, the Business Day (the  "EFFECTIVE  DATE") when each of the
following conditions shall have been satisfied:

          (a) Each holder shall have  received this First  Amendment  Agreement,
     duly authorized and fully executed by the Company and the Guarantors.

          (b) The holders shall have consented to this First Amendment Agreement
     as evidenced by their execution thereof.

          (c) Each and every representation and warranty made by or on behalf of
     the Company and/or any Guarantor relating to this First Amendment Agreement
     or any of the  other  Financing  Agreements,  as  modified  by  this  First
     Amendment  Agreement  shall be true,  complete  and correct in all material
     respects on and as of the date of this First Amendment  Agreement and as of
     the date this First Amendment Agreement is actually executed and delivered.

          (d) The Company  shall have paid to the  holders,  on a PRO RATA basis
     based on the aggregate  outstanding  principal amounts of the Notes held by
     said holders on the date hereof, a non-refundable fee of $125,000.

          (e) The Company and the Guarantors shall have delivered to each holder
     duly  authorized  and fully executed  originals of the Subsidiary  Guaranty
     Supplement  dated as of October  14,  2004,  satisfactory  to the  Required
     Holders in all respects, among other things, including CDLHC, CDLVP and VSI
     as Guarantors.

          (f) The Company and the Guarantors shall have delivered all Collateral
     Documents and other  Financing  Agreements,  necessary to  effectuate  this
     First Amendment  Agreement,  executed by the Company and/or the Guarantors,
     as the  case  may  be,  including,  without  limitation,  all of the  2004B
     Collateral Documents.

          (g)  The  Company  and  the  Guarantors  shall  deliver  any  and  all
     Collateral  required to be delivered to the Collateral Agent with copies to
     each holder,  including, but not limited to, any and all stock certificates
     of VSI, together with stock powers executed in blank.

          (h) Each holder shall have received such  Officer's  Certificates  and
     such  certificates  of a  secretarial  officer  of  the  Company  and  each
     Guarantor as it may reasonably request with respect to this First Amendment
     Agreement and the transactions contemplated hereby.

          (i) The  Collateral  Agent shall have received  reports of searches of
     personal property records from the appropriate reporting agencies listed on
     Schedule 3(i) to this

                                      -7-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     First Amendment Agreement. The Collateral Agent may obtain such reports but
     the Company shall pay all costs associated with obtaining them. The reports
     of  searches  of the  personal  property  records  shall not  disclose  any
     security  interest in the CDLHC,  CDLVP, VSI, Finish Line and Fair Grounds'
     personal  property other than to the Collateral  Agent's security  interest
     therein other than Permitted Liens.

          (j) The  Company  shall have  provided  evidence  satisfactory  to the
     holders of any  regulatory  approvals  required from any and all government
     agencies  to  consummate  the Fair  Grounds  Acquisition  and/or  otherwise
     required  pursuant  to the  Note  Purchase  Agreements  and/or  this  First
     Amendment Agreement.

          (k) The  Company  shall have  provided  to the  holders  all  material
     third-party  consents  listed  on  Schedule  3(k) to this  First  Amendment
     Agreement,  and/or  otherwise  required  to  consummate  the  Fair  Grounds
     Acquisition,  and/or  otherwise  required  pursuant  to the  Note  Purchase
     Agreements and/or this First Amendment Agreement.

          (l) The  Company  shall  have paid the fees and  disbursements  of the
     holders'  special counsel,  Chapman and Cutler LLP,  incurred in connection
     with the  negotiation,  preparation,  execution  and delivery of this First
     Amendment Agreement and the transactions contemplated hereby which fees and
     disbursements  are  reflected  in the  statement  of such  special  counsel
     delivered to the Company at the time of the  execution and delivery of this
     First Amendment Agreement. Upon receipt of any supplemental statement after
     the execution of this First Amendment Agreement,  the Company will pay such
     additional  fees and  disbursements  of the holders'  special counsel which
     were not reflected in its accounting records as of the time of the delivery
     of the initial statement of fees and disbursements.

          (m) Each holder shall have received  evidence of insurance  naming the
     Collateral Agent as additional insured and loss payee with such responsible
     and reputable insurance companies or associations,  and in such amounts and
     covering such risks, as is satisfactory to the holders.

          (n) The  holders  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 Liens.

          (o) The Company and the  Guarantors  shall  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.

          (p) The holders  shall have  received the legal  opinion of Rebecca C.
     Reed,  Esq.,  General  Counsel for the Company and the  Guarantors,  Wyatt,
     Tarrant & Combs,

                                      -8-


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     LLP as counsel for the Company and the Guarantors, and the legal opinion of
     Lemle  &  Kelleher,  special  Louisiana  counsel  to the  Company  and  the
     Guarantors,  addressed to the holders,  dated the date this First Amendment
     Agreement is delivered,  in scope,  form and substance  satisfactory to the
     holders and their counsel, and addressing the matters in Exhibit A, B and C
     to this  First  Amendment  Agreement,  respectively,  along  with any other
     matters required by the holders.

          (q) The Company shall have provided  copies of all of the Fair Grounds
     Acquisition  Documents  certified by either the Senior Financial Officer or
     Secretary of the Company to be true,  correct and  complete,  together with
     evidence  satisfactory  to the  holders 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,
     the Title 11 of the United  States Code and the Federal Rules of Bankruptcy
     Procedure.

          (r) The Company and Guarantors  shall have delivered  title  insurance
     policies  or an  irrevocable  commitment  to issue  policies in the form of
     holder approved  pro-forma  policies,  in favor of the Collateral Agent for
     the benefit of the  holders,  in ALTA 1992 Form B Loan Policy form  without
     creditor's rights exceptions,  and in amounts agreed upon and acceptable to
     the holders, with premiums paid thereon,  delivered by the Obligors, issued
     by Louisiana  Title  Insurer and insuring  the  Louisiana  Mortgages on fee
     property as valid first priority  Liens upon the  applicable  Obligors' 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 holders), free and clear of any
     and  all  defects  and  encumbrances  whatsoever,   subject  only  to  such
     exceptions as may be approved in writing by the holders,  with endorsements
     thereto as to such matters as the holders may  designate,  purchased by the
     Obligors on the closing  date for each of the  Louisiana  Mortgages  on fee
     properties.

          (s) The  Company  and the  Guarantors  shall  have  delivered  Phase I
     environmental  assessments performed on each parcel of real property listed
     on Schedule  3(s) to this First  Amendment  Agreement,  with the results of
     such environmental  assessments satisfactory to the Collateral 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  3(s),  such plans,  assessments  and reports,
     including  recent  updates and data  submissions,  shall be provided to the
     Collateral  Agent and must be satisfactory  to the Collateral  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 3(s), provide the historical  ownership and use
     of the real property,  describe the current use of the real property listed
     on Schedule  3(s),  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

                                      -9-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     hazards,   and  locations  of  equipment  containing  PCBs  and  provide  a
     conclusion and recommendation statement.

          (t) The  Company  shall  deliver  a survey of the  property  listed on
     Schedule  3(t) to this  Amendment  not later  than one (1) day prior to the
     date of this First  Amendment  Agreement.  Such survey shall be prepared by
     surveyor  listed on such  Schedule  3(t).  Such survey shall be  reasonably
     satisfactory to the holders and shall be certified to the Collateral Agent,
     each holder and the Louisiana  Title Insurer.  The survey shall evidence to
     the  satisfaction  of the holders that all of the real  property  listed on
     Schedule 3(t) included in the applicable Louisiana Mortgage is owned by the
     applicable  Obligors  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 Louisiana Title Insurer to issue loan policies  without survey
     exceptions.

          (u) The  holders  shall  have  received  signed  copies  of all of the
     documents  relating  to the 2004B Bank  Amendment  certified  by the Senior
     Financial  Officer or  Secretary  of the  Company to be true,  correct  and
     complete,  together with evidence  satisfactory  to the holders that all of
     the conditions  precedent to the 2004B Bank Amendment have been  satisfied,
     and such 2004B Bank Amendment has become effective.

          (v) The  Collateral  Agent shall have  received any required  consents
     and/or  authorization  from the holders and the Banks under the  Collateral
     Sharing  Agreement  through the 2004B Consent Joinder and  Reaffirmation or
     otherwise satisfactory to the holders.

          (w)  Estoppel  certificates  and  subordination,  non-disturbance  and
     attornment  agreements  from such tenants at the Real  Property  Collateral
     shall be delivered as holders shall require.

          (x) The  Company  shall have  provided  evidence  satisfactory  to the
     holders  that the  obligations  of the  Company  under the Kelley  Note are
     subordinate  to the  obligations  of the Company to the  holders  under the
     Financing Agreements.

          (y) All  corporate  and  other  proceedings  in  connection  with  the
     transactions  contemplated  by  this  First  Amendment  Agreement  and  all
     documents  and  instruments   incident  to  such   transactions   shall  be
     satisfactory  to you and your  special  counsel,  and you and your  special
     counsel shall have received all such counterpart  originals or certified or
     other copies of such documents as you or they may reasonably request.


                                      -10-


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



SECTION 4.     REPRESENTATIONS AND WARRANTIES.

     The Company and the Guarantors  hereby represent and warrant that as of the
date hereof and as of the date of execution and delivery of this First Amendment
Agreement:

          (a) The Company and each  Guarantor is duly formed,  validly  existing
     and in good  standing  under  the  laws of its  state of  incorporation  or
     formation.

          (b) The  Company  and each  Guarantor  has the  corporate  or  limited
     liability company power to own its property and to carry on its business as
     now being conducted.

          (c) The  Company  and each  Guarantor  is duly  qualified  and in good
     standing as a foreign entity authorized to do business in each jurisdiction
     in which the failure to do so would, individually or in the aggregate, have
     a material adverse effect on the business,  condition (financial or other),
     assets,  operations,  properties  or  prospects  of such  Company  and each
     Guarantor.

          (d) This First Amendment  Agreement and the transactions  contemplated
     hereby are within the corporate or limited  liability company powers of the
     Company and each  Guarantor,  have been duly  authorized  by all  necessary
     corporate or limited  liability  company  action on the part of the Company
     and each  Guarantor  and  this  First  Amendment  Agreement  has been  duly
     executed and delivered by the Company and each  Guarantor  and  constitutes
     legal,  valid and binding  obligations  of the  Company and each  Guarantor
     enforceable in accordance with its respective terms.

          (e) The Company and each Guarantor  represents and warrants that there
     is no  Default  or Event of  Default  under  the Note  Purchase  Agreements
     immediately  before  and  immediately  after  giving  effect to this  First
     Amendment Agreement.

          (f) The execution,  delivery and  performance of this First  Amendment
     Agreement by the Company and each Guarantor does not and will not result in
     a violation of or default under (A) the articles of incorporation, articles
     of organization,  bylaws or operating agreement (as the case may be) of the
     Company and each Guarantor, (B) any material agreement to which the Company
     and each  Guarantor  is a party  or by  which  it is bound or to which  the
     Company and each  Guarantor or any of its  properties  is subject,  (C) any
     material order, writ,  injunction or decree binding on the Company and each
     Guarantor,  or (D) any  material  statute,  regulation,  rule or other  law
     applicable to the Company and each Guarantor.

          (g) No  authorization,  consent,  approval,  exemption or action by or
     notice to or filing with any court or  administrative  or governmental body
     (other than periodic filings with regulatory authorities, none of which are
     required  to be  filed as of the  effective  date of this  First  Amendment
     Agreement)  is required in  connection  with the  execution and delivery of
     this First  Amendment  Agreement or the  consummation  of the  transactions
     contemplated thereby.

                                      -11-


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



          (h) The Company and each  Guarantor have not paid or agreed to pay any
     fees  or  other   consideration,   or  given  any  additional  security  or
     collateral,  or shortened the maturity or average life of any  indebtedness
     or permanently reduce any borrowing  capacity,  in each case, in connection
     with the  obtaining of any consents or  approvals  in  connection  with the
     transactions  contemplated  hereby  or  under  the  Bank  Credit  Agreement
     including,  without limitation  thereof, in connection with the Bank Credit
     Agreement  other than the  payment of legal fees of Frost Brown Todd LLC in
     connection  with the Bank Credit  Agreement and payment of certain fees set
     forth in Section 8 of the 2004B Bank Amendment.

          (i) From and  after  the  filing of the  Louisiana  Mortgages  and the
     Financing  Statements,  the  Collateral  Documents  will  create  valid and
     perfected Liens in the Collateral covered thereby,  enforceable against the
     Company  or  Guarantor,  party  thereto  and all  third-parties,  except as
     permitted by this First  Amendment  Agreement,  securing the payment of all
     Indebtedness  purported  to be secured  thereby  and all  filings and other
     actions  necessary  or  desirable  to perfect  and protect  such Liens,  as
     requested by the Required Holders, will have been duly taken.

          (j)  The  obligations  of  the  Company  under  the  Kelley  Note  are
     subordinate  to the  obligations  of the Company to the  holders  under the
     Financing Agreements.

          (k) (i)  Churchill  Downs  Louisiana  Horseracing  Company  L.L.C.,  a
     Louisiana  limited  liability  company (ii) Churchill Downs Louisiana Video
     Poker Company,  L.L.C., a Louisiana  limited  liability company (iii) Video
     Services,   Inc.,  a  Louisiana  corporation,   (iv)  Arlington  Management
     Services,  LLC, an Illinois limited  liability  company,  (v) Arlington OTB
     Corp., a Delaware  corporation,  (vi) Arlington  Park  Racecourse,  LLC, an
     Illinois  limited  liability  company,  (vii) CDIP, LLC, a Kentucky limited
     liability company,  (viii) CDIP Holdings, LLC, a Kentucky limited liability
     company,  (ix)  Calder  Race  Course,  Inc.,  a  Florida  corporation,  (x)
     Churchill Downs California Company, a Kentucky corporation,  (xi) Churchill
     Downs  California Fall Operating  Company,  a Kentucky  corporation,  (xii)
     Churchill  Downs  Investment  Company,  a  Kentucky   corporation,   (xiii)
     Churchill Downs Management  Company,  a Kentucky  corporation,  (xiv) Ellis
     Park Race Course, Inc., a Kentucky corporation, (xv) Quad City Downs, Inc.,
     an Iowa  corporation,  (xvi)  Racing  Corporation  of  America,  a Delaware
     corporation and (xvii) Tropical Park,  Inc., a Florida  corporation are the
     only Guarantors (as defined in each of the following respective  documents)
     under the Note  Purchase  Agreement  and the Bank Credit  Agreement and the
     Company is the only borrower under the Bank Credit Agreement. No collateral
     has been given to secure the Bank Credit  Agreement  except for  Collateral
     which  has  been  given to  secure  the  holders  under  the Note  Purchase
     Agreements on a PARI PASSU basis.

SECTION 5.     REAFFIRMATIONS AND CONSENTS.

     The Company and the Guarantors:

                                      -12-


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



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

          (b) REAFFIRM.  Reaffirm their respective obligations under any and all
     of the Financing  Agreements and any and all other agreements,  instruments
     and  documents  to which any of them is a party and under  which any holder
     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
     First Amendment  Agreement,  or the Note Purchase  Agreements or any of the
     other Financing Agreements as amended by this First Amendment Agreement.

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

SECTION 6.     CERTAIN LICENSES.

     Without limiting anything in the Financing  Agreements,  on or before April
14, 2005:

     (a) The Obligors 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 Obligors 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 Company  shall  deliver to the holders the legal opinion of counsel
for the Company and  Guarantors  addressed to the holders,  in scope,  form, and
substance  satisfactory  to the holders and their  counsel,  and  addressing the
matters in EXHIBIT F to this Amendment, along with any other matters required by
the holders.

SECTION 7.     BREACH OF THIS FIRST AMENDMENT AGREEMENT.

     In addition to any other Event of Default  under Section 11 of the Existing
Note Purchase Agreements, any failure of the Company or any Guarantor to observe
and perform all of the terms,  conditions and provisions of this First Amendment
Agreement,  which is not remedied within five days after written notice from any
holder, shall constitute an Event of Default.

SECTION 8.     MISCELLANEOUS.

     SECTION 8.1.  Except as amended  herein,  all terms and  provisions  of the
Existing  Note  Purchase  Agreements  and the Notes and related  agreements  and
instruments are hereby ratified,

                                      -13-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



confirmed and approved in all respects. The Company acknowledges and agrees that
the holders may exchange  their current Notes for new Notes which make reference
to the 2004B Collateral Documents.

     SECTION  8.2.  Any  and  all  notices,  requests,  certificates  and  other
instruments,  including the Notes, may refer to any of the Financing  Agreements
without  making  specific  reference  to this  First  Amendment  Agreement,  but
nevertheless all such references shall be deemed to include this First Amendment
Agreement unless the context shall otherwise require.

     SECTION  8.3.  This First  Amendment  Agreement  and all  covenants  herein
contained  shall be  binding  upon and inure to the  benefit  of the  respective
successors  and  assigns of the parties  hereunder.  All  covenants  made by the
Company and the Guarantors  herein shall survive the closing and the delivery of
this First Amendment Agreement.

     SECTION  8.4.  This First  Amendment  Agreement  shall be  governed  by and
construed in accordance with New York law.

     SECTION 8.5. The capitalized  terms used in this First Amendment  Agreement
shall have the  respective  meanings  specified in the Note Purchase  Agreements
unless otherwise herein defined, or the context hereof shall otherwise require.

                                      -14-

<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     The execution  hereof by the holders shall  constitute a contract among the
Company and the Guarantors and the holders for the uses and purposes hereinabove
set forth.  This First  Amendment  Agreement  may be  executed  in any number of
counterparts,  each  executed  counterpart  constituting  an  original  but  all
together only one agreement.


                                   CHURCHILL DOWNS INCORPORATED



                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   GUARANTORS:


                                   CHURCHILL DOWNS MANAGEMENT COMPANY


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   CHURCHILL DOWNS INVESTMENT COMPANY


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   RACING CORPORATION OF AMERICA


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title:Secretary







<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement


                                   CALDER RACE COURSE, INc.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   TROPICAL PARK, INC.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   CHURCHILL DOWNS CALIFORNIA COMPANY


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   CHURCHILL DOWNS CALIFORNIA FALL
                                     OPERATING COMPANY

                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   ARLINGTON PARK RACECOURSE, LLC


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   ARLINGTON MANAGEMENT SERVICES, L.L.C.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



                                   ARLINGTON OTB CORP.


                                   By /s/ MARY ANN GUENTHER
                                      Mary Ann Guenter
                                      Title: Secretary


                                   QUAD CITY DOWNS, INC.


                                   By /s/ MARY ANN GUENTHER
                                      Mary Ann Guenter
                                      Title: Secretary


                                   CDIP, L.L.C.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   CDIP HOLDINGS, L.L.C.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   ELLIS PARK RACE COURSE, INC.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


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


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary







<PAGE>

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


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


                                   VIDEO SERVICES, INC.


                                   By /s/ REBECCA C. REED
                                      Rebecca C. Reed
                                      Title: Secretary


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.


                                      CONNECTICUT GENERAL LIFE INSURANCE
                                        COMPANY

                                      By: CIGNA Investments, Inc. (authorized
                                          agent)



                                      By  /s/DAVID M. CASS
                                        Name:  David M. Cass
                                        Title: Managing Director




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



         This foregoing First Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      GENERAL ELECTRIC CAPITAL ASSURANCE
                                       COMPANY


                                      By /s/ JOHN R. ENDRES
                                         Name: John R. Endres
                                         Title: Investment Officer



                                       19


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      EMPLOYERS REINSURANCE CORPORATION

                                       By: GE Asset Management Incorporated, its
                                           Investment Advisor


                                       By /s/ JOHN R. ENDRES
                                         Name:John R. Endres
                                         Title: Investment Officer



                                       20


<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      METROPOLITAN LIFE INSURANCE COMPANY



                                      By /s/ JUDITH A. GULOTTA
                                         Name: Judith A. Gulotta
                                         Title: Director




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      PRINCIPAL LIFE INSURANCE COMPANY

                                      By:Principal Global Investors, LLC, a
                                         Delaware limited liability company, its
                                         authorized signatory


                                      By /s/ JON C. HEINY
                                         Name: Jon C. Heiny
                                         Title: Counsel


                                      By /s/ ELIZABETH D. SWANSON
                                         Name: Elizabeth D. Swanson
                                         Title: Counsel




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      MASSACHUSETTS MUTUAL LIFE INSURANCE
                                       COMPANY

                                      By:  Babson Capital Management LLC as
                                           Investment Adviser



                                      By /s/ EMEKA ONUKWUGHA
                                        Name: Emeka Onukwugha
                                        Title:




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      C.M. LIFE INSURANCE COMPANY

                                      By: Babson Capital Management LLC as
                                          Investment Sub-Adviser



                                      By /s/ /EMEKA ONUKWUGHA
                                        Name: Emeka Onukwugha
                                        Title:




<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      MASSMUTUAL ASIA LIMITED

                                      By: Babson Capital Management LLC as
                                          Investment Adviser



                                      By /s/ EMEKA ONUKWUGHA
                                        Name: Emeka Onukwugha
                                        Title:






<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



     This foregoing First  Amendment  Agreement is hereby accepted and agreed to
as of the date  aforesaid.  The  execution  by each  holder  listed  below shall
constitute  its  respective  several and not joint  confirmation  that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      SUNAMERICA LIFE INSURANCE COMPANY

                                      By:AIG Global Investment Corp., investment
                                         adviser




                                      By /s/ PETER DEFAZIO
                                        Name: Peter DeFazio
                                        Title: Vice President





<PAGE>


Churchill Downs Incorporated                          First Amendment Agreement



         This foregoing First Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto.

                                      PRUDENTIAL RETIREMENT CEDED BUSINESS
                                        TRUST

                                      By:Prudential Investment Management, Inc.,
                                         as investment manager


                                      By:/s/ MATHEW DOUGLASS
                                               Vice President


                                     27

<PAGE>

Exhibits and  schedules to the First  Amendment  Agreement to the Note  Purchase
Agreement 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.