Eldorado Resorts, Inc. (ERI) (“Eldorado” or the “Company”) announced today that it has entered into a definitive agreement with Churchill Downs Incorporated (CHDN) (“Churchill Downs”) pursuant to which the Company will transfer the operations of Lady Luck Casino Nemacolin in Farmington, Pennsylvania to Churchill Downs for $100,000 in cash consideration. Execution of the agreement to acquire the operations of Lady Luck Casino Nemacolin was a condition to the closing of the parties’ previously announced agreement to sell Eldorado’s Presque Isle Downs & Casino to Churchill Downs. In connection with the execution of the agreement to acquire the operations of Lady Luck Casino Nemacolin, Churchill Downs will pay Eldorado a $5.0 million termination fee associated with the termination of the agreement to purchase Eldorado’s Lady Luck Casino Vicksburg. The Company expects the sale of Presque Isle Downs & Casino and Lady Luck Casino Nemacolin to close in the fourth quarter of 2018 pursuant to customary regulatory approvals and closing conditions.