Exhibit 4.1
SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of March 17, 2021, by and among Churchill Downs Incorporated, a Kentucky corporation (the “Issuer”), each of the parties identified on Annex A hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
WITNESSETH:
WHEREAS, the Issuer, the Guarantors, and the Trustee are party to an indenture, dated as of December 27, 2017 (the “Base Indenture”) as amended and supplemented by the supplemental indenture dated December 12, 2018 (the “Supplemental Indenture” and together with the Base Indenture and this Second Supplemental Indenture, the “Indenture”), providing for the issuance by the Issuer of its 4.75% Senior Notes due 2028;
WHEREAS, pursuant to and on the date of the Base Indenture, the Issuer initially issued $500,000,000 aggregate principal amount of its 4.75% Senior Notes due 2028 (the “Existing Notes”);
WHEREAS, Section 2.1 of the Base Indenture provides that the Issuer may, from time to time and in accordance therewith, create and issue Additional Notes (as defined in the Base Indenture) under the Base Indenture;
WHEREAS, the Issuer wishes to issue an additional $200,000,000 aggregate principal amount of its 4.75% Senior Notes due 2028 as Additional Notes (the “New Notes”);
WHEREAS, Section 9.1 of the Base Indenture provides that, without the consent of the Holders of any Notes, the Issuer, any Guarantor and the Trustee may amend or supplement the Base Indenture to provide for or confirm the issues of Additional Notes;
WHEREAS, Section 9.1 of the Base Indenture provides that, without the consent of the Holders of any Notes, the Issuer, any Guarantor and the Trustee may amend or supplement the Base Indenture to cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Memorandum (as defined in the Base Indenture) in accordance with the terms of the Base Indenture;
WHEREAS, the Issuer and the Guarantors are authorized to execute and deliver this Second Supplemental Indenture;
WHEREAS, the Issuer has requested that the Trustee execute and deliver this Second Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to the execution and delivery of this Second Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects authorized.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged the Issuer, the Guarantors and the Trustee mutually covenant and agree as follows:
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