Exhibit 10.1
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
HRTV, LLC
THIS OPERATING AGREEMENT of HRTV, LLC, a Delaware limited liability company (the
"Company"), is entered into as of March 4, 2007 by and between CHURCHILL DOWNS
INCORPORATED, a Kentucky corporation ("CDI"), CD HRTV HC, LLC, a Delaware
limited liability company and a wholly owned subsidiary of CDI ("CDI Sub"),
MAGNA ENTERTAINMENT CORP., a Delaware corporation ("MEC") and MEC HRTV HOLDCO
LLC, a Delaware limited liability company and a wholly owned subsidiary of MEC
("MEC Sub").
(Unless otherwise indicated, each term used in this Agreement with
initial capital letters shall have the meaning ascribed to it in Article 12.)
For and in consideration of the mutual promises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties, CDI, CDI Sub, MEC and MEC Sub desiring to be
legally bound agree as follows:
ARTICLE 1
FORMATION
1.1
FORMATION AND NAME.
[A]
THE MEMBERS ENTER INTO AND FORM THE COMPANY AS A LIMITED
LIABILITY COMPANY IN ACCORDANCE WITH THE ACT.
[B]
THE NAME OF THE COMPANY SHALL BE HRTV, LLC.
1.2
TERM.
THE "TERM" OF THE COMPANY SHALL COMMENCE ON THE DATE FIRST
ABOVE WRITTEN AND SHALL CONTINUE AS SET FORTH IN SECTION 8.2.
NOTWITHSTANDING
THE IMMEDIATELY PRECEDING SENTENCE, THE COMPANY SHALL NOT CONDUCT THE BUSINESS
OR OTHERWISE ENGAGE IN THE ACTIVITIES REFERENCED IN SECTION 1.3 UNTIL THE
CLOSING.
1.3
PURPOSE AND SCOPE.
[A]
WITHIN THE MEANING AND FOR PURPOSES OF THE ACT, THE PURPOSE AND
SCOPE OF THE COMPANY SHALL BE THE CONDUCT OF THE BUSINESS, AND IN CONNECTION
WITH CONDUCTING THE BUSINESS, SHALL INCLUDE ANY LAWFUL ACTION OR ACTIVITY
PERMITTED TO A LIMITED LIABILITY COMPANY UNDER THE ACT.
[B]
THE COMPANY WILL:
[I]
ACQUIRE OR LEASE ALL OF THE ASSETS USED OR USEFUL IN THE
OPERATION OF HRTV.
[II]
OPERATE THE BUSINESS OF HRTV.
COLLECTIVELY, [I] AND [II] ARE REFERRED TO HEREIN AS THE "BUSINESS."
1.4
PRINCIPAL OFFICE.
THE COMPANY SHALL HAVE A SINGLE "PRINCIPAL
OFFICE."
THE PRINCIPAL OFFICE INITIALLY SHALL BE LOCATED IN ARCADIA, CALIFORNIA
AT SANTA ANITA PARK, AND MAY THEREAFTER BE CHANGED FROM TIME TO TIME BY APPROVAL
OF THE BOARD OF MANAGERS UPON NOTICE TO THE MEMBERS.
1.5
DELAWARE OFFICE AND AGENT.
THE COMPANY SHALL MAINTAIN A DELAWARE
REGISTERED OFFICE AND AGENT FOR SERVICE OF PROCESS AS REQUIRED BY THE ACT.
IN
THE EVENT THE REGISTERED AGENT CEASES TO ACT AS SUCH FOR ANY REASON OR THE
REGISTERED OFFICE SHALL CHANGE, THE BOARD OF MANAGERS SHALL PROMPTLY DESIGNATE A
REPLACEMENT REGISTERED AGENT OR FILE A NOTICE OF CHANGE OF ADDRESS, AS THE CASE
MAY BE, IN EACH CASE AS REQUIRED BY THE ACT.
1.6
ADMISSION OF MEMBERS AND ADDITIONAL MEMBERS.
[A]
UPON EXECUTION OF THIS AGREEMENT EACH OF CDI SUB AND MEC SUB IS
ADMITTED AS A MEMBER.
[B]
ADDITIONAL MEMBERS MAY BE ADMITTED AS MEMBERS FROM TIME TO TIME,
WITH THE APPROVAL OF THE BOARD OF MANAGERS AND WITH SUCH CHANGES TO THIS
AGREEMENT AS