THIRD PARTIES WORLDWIDE
FOR RESALE OR SUBLICENSING TO THIRD PARTIES WORLDWIDE FOR REBATING WORLDWIDE.
10.
ACQUIRE TELEVISION RIGHTS FROM THIRD PARTIES WORLDWIDE FOR
USE BY HRTV ENTITY WORLDWIDE AND FOR REDISTRIBUTION BY THE COMPANY TO THIRD
PARTIES OUTSIDE THE TERRITORY.
11.
PROVIDE SETTLEMENT AND COLLECTIONS FOR CDI AND MEC.
12.
IMPROVE THE SIMULCASTING PRODUCTION OF CDI AND MEC.
13.
CONDUCT DUE DILIGENCE AND IMPLEMENT WAGERING INTEGRITY
PROCESSES WITH RESPECT TO ADW, POINT TO POINT SIMULCASTING, AND REBATING.
COLLECTIVELY 1-13, ARE REFERRED TO HEREIN AS THE "BUSINESS".
[C]
CDI MAY, AT ITS SOLE COST AND EXPENSE, FORM OR PURCHASE CDI ADW.
MEC WILL PROVIDE SUCH TECHNOLOGY AND/OR SERVICES IN RESPECT OF THE FORMATION AND
OPERATION OF CDI ADW AS CDI, IN ITS SOLE DISCRETION, MAY REASONABLY REQUEST.
ANY SERVICES OR TECHNOLOGY TO BE PROVIDED BY MEC (OR ANY AFFILIATES THEREOF)
SHALL BE PROVIDED AT A RATE THAT IS MUTUALLY AGREEABLE TO THE PARTIES.
1.4
PRINCIPAL OFFICE.
THE COMPANY SHALL HAVE A SINGLE "PRINCIPAL
OFFICE."
THE PRINCIPAL OFFICE INITIALLY SHALL BE LOCATED AT CHURCHILL DOWNS IN
LOUISVILLE, KENTUCKY (WITH A SATELLITE OFFICE 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.
2
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 AGREED TO BY CDI, CDI SUB, MEC AND MEC SUB.
THE CAPITAL COMMITMENT
(AS WELL AS THE TIMING OF REQUIRED CAPITAL CONTRIBUTIONS IN RESPECT THEREOF) AND
ALLOCATION PERCENTAGE OF EACH ADDITIONAL MEMBER SHALL BE DETERMINED BY APPROVAL
OF THE BOARD OF MANAGERS AND SET FORTH ON SCHEDULE A.
THE ALLOCATION PERCENTAGE
OF EACH ADDITIONAL MEMBER SHALL DILUTE THE ALLOCATION PERCENTAGES OF THE
PREVIOUSLY ADMITTED MEMBERS IN PROPORTION TO THEIR RESPECTIVE ALLOCATION
PERCENTAGES AS IN EFFECT IMMEDIATELY PRIOR TO SUCH DILUTION.
[C]
A PERSON SHALL NOT BE ADMITTED AS AN ADDITIONAL MEMBER PRIOR TO
THE EXECUTION BY SUCH PERSON OF A COUNTERPART OF THIS AGREEMENT (INCLUDING
SCHEDULE A, AS UPDATED TO REFLECT SUCH PERSON'S INTEREST).
[D]
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 1.6, THE
PROVISIONS OF ARTICLE 7 SHALL APPLY WITH REGARD TO THE ADMISSION OF SUBSTITUTE
MEMBERS.
[E]
CDI AND MEC SHALL WORK TOGETHER TO RECRUIT MUTUALLY AGREED-UPON
THIRD PARTIES (SUCH AS HORSEMEN, BREEDERS AND OTHER INDUSTRY PARTICIPANTS) TO
BECOME ADDITIONAL MEMBERS OF