Triple Crown 2012 Conditions

1. General.

Entries to the Races are received only upon the condition that the Applicant
will comply with the rules and regulations governing Thoroughbred horse races
adopted by the state where each Race is run and the rules and regulations of each Association
and will comply with and abide by any decision of the state racing officials
and/or the officers of the Association regarding the interpretation and application
of such rules and regulations. To the extent of any inconsistency between these
conditions and the rules and regulations of the state regulatory agency in the state
in which a Race is run, such rules and regulations shall control in that state for the
Race. The Applicant consents and agrees to all provisions of each Association’s current
application, entry form, condition book, conditions and/or other application or
agreement regarding the use of stall space (collectively, the “Stall Agreement”), the
terms of which are specifically incorporated herein by reference, and upon request
shall execute all such applications and/or agreements before bringing any horse
upon the respective Association’s grounds. In the event of a conflict between these
conditions and an Association’s Stall Agreement, the provisions of the Association’s
Stall Agreement shall govern. Without limiting the generality of this paragraph, the
Applicant consents and agrees to abide by all provisions of the Rules for Advertising
(including, without limiting, Rules for Jockey Advertising) for each Race as promulgated
by the Association hosting that Race.

In making this application to participate in Thoroughbred racing, it is understood
that an investigative report may be requested whereby information is obtained
through personal interviews with third parties. The request may include information
as to the Applicant’s character, general reputation, personal characteristics, mode of
living or such other information as may be relevant to the Applicant’s integrity as a
racing participant. The Applicant shall have the right to make a written request to an
Association within a reasonable period of time for a complete and accurate disclosure
of additional information concerning the nature and scope of the investigation.

Each Association reserves the right to start all Races with or without a stall gate
starting machine. Each Association reserves the right to cancel any Race, without
notice, at any time prior to the actual running thereof, without liability, except for the
return by the canceling Association of fees as described herein.

In the event of cancellation of a Race or the revocation of, or refusal to accept an
Applicant’s nomination, entry or stall application, or denial of the right to start a Race,
the Association taking such action shall return to the Applicant all entry, starting and
supplemental fees received by the Association and one-third (1/3) of the nomination
fee paid by the Applicant and shall have no further liability to the Applicant as a result
of such action.

Each Association reserves the right to make all decisions regarding preferences
and conditions with regard to its respective Race and its decision shall be final.
Each Association reserves the right, in its sole and absolute discretion, to refuse,
cancel or revoke any nomination or entry, stall application or Stall Agreement or the
transfer thereof and reserves the right to deny the right to start in a Race, without notice
to the Applicant and for any reason, including but not limited to, the Applicant’s
failure to fully perform or abide by all provisions and conditions hereof.

The Applicant hereby consents to and agrees that in the event any litigation is instituted
which involves Churchill Downs® Incorporated or Triple Crown Productions
®, LLC, the Applicant is subject to jurisdiction and venue in the courts of Jefferson
County, Kentucky, and in the Federal Courts of the Western District of Kentucky.
In the event any litigation is instituted which involves The Maryland Jockey Club of
Baltimore City, Inc., the Applicant hereby consents to and agrees that the Applicant
is subject to jurisdiction and venue in the Circuit Court for Baltimore City, and in the
Federal Courts for the District of Maryland. In the event litigation is instituted which
involves The New York Racing Association, Inc.®, the Applicant hereby consents to
and agrees that the Applicant is subject to jurisdiction and venue in the Supreme
Court of New York, County of Nassau, and the Federal Courts for the Eastern District
of New York.

Triple Crown Productions ®, LLC reserves the right, in its sole and absolute discretion,
to accept nominations without timely payment of required nomination fees or
receipt of an executed nomination form. Facsimile nomination forms must be followed
by timely payment of all nomination fees and subsequent delivery of an originally
executed nomination form. The inclusion by Triple Crown Productions ®, LLC of
a horse’s name in the publicly released list of nominees to the Races shall constitute
prima facie evidence of the Applicant’s nomination and liability for nomination fees.
The Applicant shall be responsible for payment of all fees including, without limitation,
the nomination fee. The Applicant is liable to and shall reimburse Triple Crown
Productions, LLC for any costs, damages or expenses incurred by it, including reasonable
attorneys’ fees, in collecting any unpaid nomination or other fees.

2. Release and Indemnification.

In consideration of the Applicant’s admission to each Association’s facility, the
Applicant hereby releases the Association from all claims for loss or damage of, or
injury to, or death of any persons or property (including horses as well as loss of use
of property) sustained by the Applicant and/or its invitees and/or the property owned
or under the control of the Applicant located at the Association’s facilities. The Applicant
recognizes the risks of its activities to be undertaken at the Association’s facilities
and it has inspected and is familiar with each Association’s facilities and does
voluntarily and fully assume all risk of loss, injury, damage, death or destruction to
any person or property. This release and assumption of risk provision shall not be effective
as to any cause of loss attributable to any intentional, willful, gross, or reckless
conduct of the Association.

The Applicant further agrees to protect, indemnify and hold harmless the Association
(or if indemnification is not available, to contribute to the Association’s
losses) from and against any loss, damage, claims or expenses (including reasonable
attorneys’ and other fees), arising directly or indirectly from any acts or omissions
of the Applicant, or any of the Applicant’s horses, or any agent, employee or invitee
of the Applicant, arising out of or in connection with the Applicant’s activities at the
Association’s facilities.

The foregoing release and indemnification provisions shall be construed in a
manner consistent with the limitations set forth herein to be as broad and inclusive
as permitted by and in a manner consistent with the laws and regulations of the Association’s
jurisdiction and shall be binding upon the Applicant, its successors and/
or assignees. The maintenance by the Association of insurance relating to the claims
released and/or indemnified hereby shall not affect the terms or interpretation of this
Agreement and the Applicant agrees that any and all insurers of the Applicant, whether
insurers of property, personal injury or any other loss, if their insurance policies
do not already so provide, agree that they waive and will not exercise any rights of
subrogation in the event of loss of or damage to the subject property, as well as the loss
of use thereof, except that any waiver of subrogation will not be effective where such
waiver will result in such liability policy becoming null and void. For purposes of this
Agreement, the Association shall mean and include the Association and its owners,
officers, directors, trustees, agents, employees, contractors, servants and licensees.
Responsibility for the maintenance of general liability and horse mortality insurance
to cover the risks outlined above rests with the Applicant. Consultation with a
competent insurance advisor is strongly recommended. Failure to maintain adequate
insurance may subject the Applicant to the risks outlined above.

3. Reservation of Rights.

As the organizer, host and sponsor of Thoroughbred horse races, each Association
hereby reserves unto itself, its agents, assigns and licensees and the Applicant
hereby assigns to the Association all interest it may have in the Host Rights, as herein
defined. The Host Rights shall mean the sole and exclusive right to: (a) produce,
exhibit, sell, license, transfer or transmit in any manner still or motion pictures, radio
and television broadcasts, interactive computer including Internet, mobile phones or
any other media transmission, now known or hereafter developed, of all events which
occur on the Association’s property, including without limitation, all activities occurring
before, during and after Thoroughbred horse races; (b) utilize the race and the
results thereof, all for any purpose or use as the Association shall determine; (c) limit,
prohibit or regulate the display of any commercial advertising symbols, or other identification,
other than an Applicant’s registered silks, in connection with any race or
related activities; and (d) develop, produce and sell, by or through any licensee, goods
using the Applicant’s name or likeness, the name or likeness of any horse owned by the
Applicant brought onto the Association’s grounds, or any other identifying feature,
silks, trademark or copyrighted material which is used in connection with the race.
The submission of a nomination or making of an entry in any race shall mean that the
Applicant consents to the above reservation of the Host Rights and consents to be
photographed or to otherwise be a subject of still or moving pictures, radio or television
programs, without remuneration except for contributions to horsemen’s purses
from wagering on the races as established by contract or legislation. The Applicant
agrees that he has not and will not execute any documents or take any other action,
which purports to assign or otherwise transfer any interest in the Host Rights or assert
any claim, demand or cause of action against the Association which is inconsistent
with the full and exclusive exercise by the Association of its Host Rights.

4. Definition of Applicant.

As used herein, “Applicant” shall mean and include the nominating owner(s) and
the owner’s agents, trainers and jockeys and their agents, heirs, representatives, successors,
next of kin and assigns; provided, however, that the rights and benefits of the
Applicant under this Agreement are personal and no such right or benefit shall be
subject to voluntary or involuntary alienation, assignment or transfer. The Applicant
covenants that all of the above persons have agreed to the foregoing conditions and
further agrees that it will deliver their written consent and agreement to such conditions
upon request of the Association. The Applicant shall indemnify and hold the
Association harmless from and against any claim or cause of action (including any
expense incurred in connection therewith, including reasonable attorneys’ and other
fees) that may be asserted by or on behalf of any person which is inconsistent with the
release and indemnification provisions set forth in the foregoing paragraph.