Exhibit 10.9


 


AGREEMENT


 


This Agreement is made and entered into this
22nd day of October, 2003, superseding the agreement entered into on the 24th
day of August, 2000 by and between Dover Downs, Inc., a Corporation of the
State of Delaware (hereinafter called Dover Downs), and Delaware Standardbred
Owners Association, Inc., a Delaware Corporation (hereinafter called DSOA) and
is executed in duplicate original copies.


WITNESSETH:


 


WHEREAS, Dover Downs is licensed to conduct
and is engaged in the business of conducting harness racing meetings at a
harness racing track known as Dover Downs, located in Dover, Delaware; and


 


WHEREAS, DSOA’s membership consists of
owners, trainers, and drivers of harness horses participating in harness race
meetings at Dover Downs and elsewhere in the United States and Canada, and DSOA
has been organized and exists for the purpose of promoting the sport of harness
racing; improving the lot of owners, drivers, and trainers of harness racing
horses participating in race meetings; establishing health, welfare and
insurance programs for owners, drivers, and trainers of harness racing horses;
negotiating with harness racing tracks on behalf of owners, trainers, drivers,
and grooms of harness racing horses; and generally rendering assistance to them
whenever and wherever possible; and


 

















 


WHEREAS, the parties hereto desire to
cooperate in promoting the popularity of the sport of harness racing, and in
insuring the continuity of harness racing at Dover Downs for the best interests
of the parties hereto and the public; and


 


IN CONSIDERATION OF the promises, the
covenants set forth herein, and other considerations, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.         Term
of Agreement


 


The provisions of this Agreement shall apply
to and govern every harness racing meeting conducted by or at Dover Downs
effective August 1, 2003, and continuing through July 31, 2007. The parties
agree that this Agreement shall automatically renew for two successive one year
periods unless either party notifies the other party by May 1st of
its intention to not renew this Agreement in which event the agreement shall
terminate at the end of the then current term (i.e., on July 31, 2007 in the
event there is no renewal or July 31, 2008 in the event that the Agreement is
renewed only once or July 31, 2009 in the event that the Agreement is renewed
for both option years.


 


During
the term of this agreement Dover Downs will schedule not less than 133
days of live racing each year, where a live day of racing shall consist of a
minimum of 13 programmed races per day, and the minimum number of races each
year shall be 1995 unless otherwise mutually agreed by the parties provided
however, that any days or races lost to weather, acts of God, technical
problems, or human error, shall not be required to be rescheduled. These days
and races are subject to the availability of horses and may be reduced if the
races are not adequately filled by available horses.


 


2.         Basic
Purse Distribution


 


A.  Dover Downs will
distribute as racing purses at all meetings conducted at Dover Downs during the
term of this agreement 10% of the live handle wagered at Dover Downs. Except,
however, when Dover Downs races more than 13 races per day, Dover Downs will
retain all


 

















 


monies
received from the live handle wagered on the last race each day.


 


In the event of any legislation which changes
Dover Downs’ share of the pari-mutuel commission, the amount calculated above
shall be adjusted so that 50% of any increase shall be added to purses and 50%
of any decrease shall be subtracted from the purses.


 


B.        Dover
Downs agrees to distribute to DSOA via the purse pool and subject to the
provisions of paragraph 5, twenty five percent (25%) of any monies received
from Dover Downs’ export signal of the live race meets conducted during the
term of this agreement. Except, however, when Dover Downs races more than 13
races per day, Dover Downs will retain all monies received from Dover Downs’
export signal on the last live race each day.


 


C.        Over
and above the purses payable under paragraphs 2 A) and 2 (B), Dover Downs
shall pay additional purses in an amount calculated pursuant to 29 Del.C.4815
(b)(3)b et seq.


 


D.        In
consideration of Dover Downs racing more than 1560 races per race meet and
agreeing to many provisions relating to race conditions, qualifying standards,
qualifying races, physical improvements, and other accommodations for the
horsemen, the share of pari-mutuel commissions for purses has been negotiated
to the amounts specified in Paragraphs 2 (A) and 2 (B) above.


 


E.         An
average of 6 races per program shall be written and if possible filled for
Delaware owned or bred horses.  The race
secretary shall make every effort to write Delaware owned horses in all classes
permitted to race at Dover Downs.  The
purses for these races shall be twenty (20%) percent greater than purses for
the same class not restricted to Delaware owned or bred horses rounded to the
nearest $100. Should these races not fill with all Delaware owned or bred
horses the racing secretary may open the class to non-Delaware owned or bred
horse, with the Delaware owned or bred horses having first preference in
accordance with D.H.R.C. rules.


 

















 


E.         During
the term of this Agreement, Dover Downs, on a weekly basis during any race
meeting conducted by Dover Downs, shall pay directly to the drivers and
trainers of the horses whose owners are entitled to receive a portion of the
purse money, an amount equal to five (5%) percent of the owners’ purse money, which
amount shall be credited against the purses required to be paid to the owners
of such horses.  In no event shall the
aggregate payment made by Dover Downs on account of purses and other items
specified in Paragraph 5 be increased beyond the applicable amount for purses.


 


3.         Projection
of Purses and Carry-Over of Purse Money


 


A.   The specifications of the applicable
purses for the race meet, in accordance with Paragraph 2, shall be projected on
the basis of the total estimated purse funds to be accrued during the live race
meeting, with consideration given to seasonal fluctuation of purse accruals, so
as to maintain a reasonably uniform purse distribution schedule throughout the
Dover Downs meetings each year.


 

















 


B.        (i) 
If any purse money due under Paragraph 2 has not been fully distributed
at any meeting covered by this Agreement, the amount due shall be carried over
and distributed in purses at the next meeting covered by this Agreement. Any
underpayment of purse money under the preceding Agreements between Dover Downs
and DSOA shall likewise be added to the purse money payable under Paragraph 2.


 


(ii) 
If the purses actually paid at any meeting covered by this Agreement
exceed the amount due under Paragraph 2, the amount of the excess payment shall
be deducted from the purses otherwise payable at the next meeting covered by
this Agreement.  Any overpayment of
purses during the last meeting conducted under the previous agreement between
Dover Downs and DSOA shall likewise be deducted from the purse money payable
under Paragraph 2 of this Agreement.


 


4.         Minimum
and Maximum Purses


 


At all meetings conducted at Dover Downs, the
minimum and maximum purse payable by Dover Downs for any pari-mutuel betting
race shall be agreed upon by DSOA representatives and Dover Downs prior to the
beginning of each race meet. In the event the parties are unable to reach an
agreement, the minimum and maximum purse payable will be the same as the start
of the previous race meet conducted at Dover Downs.


 


5.         Arrangements
with DSOA


 


A.        Dover
Downs will pay to DSOA, in diminution of and as a credit against the
percentages specified in Paragraph 2, requested funds to compensate DSOA for
its expenses provided that DSOA’s representation of the horsemen racing at
meetings conducted by Dover Downs has been demonstrated by the horsemen’s
adherence to and recognition of this Agreement.  Such sum shall not exceed 105% of the amount requested the
prior year and shall be paid in monthly installments no later than seven
(7) days after the conclusion of each month of each racing meeting covered by
this Agreement unless mutually agreed by the parties.


 


B.        When
this Agreement and any succeeding Agreement between DSOA and Dover Downs has
expired and there is no agreement in effect between them providing otherwise,
any underpayment of purses due under


 

















 


this Agreement shall be payable to horsemen
who participated in the last Dover Downs’ meet covered by this Agreement and
both parties shall take whatever action is required to accomplish such payment.


 


In order to minimize any underpayment  or  overpayment
of purses at the conclusion of the live race meet  under this Agreement, DSOA
and Dover Downs will meet regularly to make adjustments to the purse account if
necessary.  These adjustments to the purses
will be ina fair and reasonable manner and  will include lowering the minimum purse if
such action is warranted.  The base
purse for any claiming race will not exceed 80% of the claiming price.


 


C.        Dover
Downs shall provide an office for the use of a DSOA representative on its
racing grounds.


 


D.        Representatives
of Dover Downs will be available at reasonable times to consult with DSOA
representatives upon request of either party concerning any matters pertaining
to the provisions of this Agreement and/or the conduct of races, maintenance of
the receiving stable area, the race track, paddock and training areas.


 


E.         Dover
Downs shall pay to DSOA as part of its expenses in paragraph 5(A.), the
incurred premiums of insurance administered by DSOA for grooms, second
trainers, trainers, and drivers. 
Insurance premiums shall be paid monthly  upon presentation of a bill from DSOA.  The premiums shall be in diminution of and
as a credit against purse money payable under this Agreement as specified in
Paragraph 2.


 


F.         Dover
Downs agrees to cooperate with DSOA in its effort to provide education,
promotional material and public relations regarding harness racing, pari-mutuel
betting, and horse ownership.


 


G.        DSOA
acknowledges that from time to time  certain legislative effort will be
required in Delaware pertaining to pari-mutuel wagering, horse racing, the
video lottery as well as other matters that will effect Dover Downs.  DSOA
will fully support and help lobby for all reasonable legislation  and
oppose all harmful legislation insofar as it  does not adversely impact
horsemen’s issues.


 


H.        During
the term of this contract the minimum claiming price for Delaware Owned and
Bred races shall be ($7,500) seventy five


 

















 


hundred dollars. The minimum open claiming
price shall be ($12,500) twelve thousand five hundred dollars unless changed by
mutual agreement.


 


I.          Unless
changed by mutual agreement, the qualifying times during the term of this
agreement shall be 2:00 for pacers and 2:02 for trotters, plus applicable
allowances for weather, and track conditions. Two year olds will receive a two
second allowance. Three year olds will receive a two second allowance from
January 1 through April 30 and a one second allowance after April 30.


 


J.         During
this Agreement, horses permitted at Dover Downs will have the opportunity to
qualify two times per calendar month. Horses that are two year olds and
three year olds, and are nominated to the Delaware Breeders program, will have
unlimited opportunity to qualify during each of the three (3) months leading up
to the first event of the program to which it is nominated.


 


K.        There
shall not be any general age restrictions in condition races that are written
as NW of $6,000 or higher in last (x) starts. This does not apply to NW of (x)
races lifetime, NW of ($x) lifetime, or any other type of condition race
written according to the available horse population in an effort to enhance the
quality and competitiveness of the racing at Dover Downs.  All races written for NW of (x) races
lifetime shall exclude as a win only, any win in which the first place money
was less than or equal to $500.


 


L.         During
the term of this agreement, if Dover Downs has races with nine horse fields, a
bonus will be added to the base purse as follows:


 




	
  Base purse is:

  	
   

  	
  Bonus is:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  less than $20,000

  	
   

  	
  $

  	
  500

  	
   

  
	
  $

  	
  20,000 or more

  	
   

  	
  $

  	
  1000

  	
   

  
						






 


M.       Dover
Downs, upon request, shall furnish to DSOA a summary of the handle.


 


6.             Simulcast
Wagering


 


A.        As
consideration for the distribution to the purse pool in accordance with
paragraph 2(B.)  DSOA agrees, as is standard in the industry, to share  the
daily cost incurred by Dover Downs for the daily


 

















 


export of the live signal throughout each
season.  These incremental costs
incurred by Dover Downs for the exporting of live races will be calculated and
shared 25% by DSOA and 75% by  Dover Downs.  These daily costs will be detailed on the purse reconciliation
report submitted to DSOA at the end of each month.


 


B.        As
consideration for the covenants set forth herein, and other considerations,
D.S.O.A. agrees that it will not share in any of the revenues or expenses from
intrastate and interstate simulcasting of standardbred and thoroughbred races
from such tracks as approved per paragraph 6 (c).


 


C.        All
simulcasting agreements need the approval of DSOA prior to Dover Downs
accepting wagering on those races. DSOA agrees not to unreasonably withhold
their approval.


 


Should either DSOA or Dover Downs deny an
approval or elect to terminate an agreement, they must provide the other party
written notice at least 15 days prior to termination or disapproval with
reasonable explanation for their action.


 


 


7.         Stake
and Early Closing Events


 


Not more than 8% of the total purse money
payable to the horsemen during each race meet shall be paid for Stake and Early
Closing events. Purse money payable to the Delaware Breeders Program, or any
other Delaware owned/bred Stakes or early closing events, shall not be
part of the 8% limitation.


 


8.         On-Track
Driver Insurance


 


Dover Downs shall provide On-track driver accident
and disability insurance with $50,000 death benefit, $100,000 medical expenses
and $350 a week disability income extending for 104 weeks subject to no more
than a seven-day waiting period.  This
coverage shall have no deductible to the horsemen and will be provided on race
days, non-race days during the race meet when the track is available for
training and for three (3) days prior to each race meeting covered under this
Agreement.


 


9.         Stall
Assignments and Racing Privileges


 


Nothing in this Agreement shall be deemed to
limit or restrict in any manner the absolute discretion of Dover Downs to
assign


 

















 


stalls and/or grant racing privileges to
owners and trainers whether or not members of DSOA, except that stall space
and/or racing privileges shall not be denied by reason of membership in, or
activity on behalf of, DSOA or a duly constituted horsemen’s committee.  Notwithstanding this paragraph, it is
understood that Dover Downs does not contemplate opening its barn area and
providing stabling facilities during the term of this Agreement.  Dover Downs does, however, agree to make
reasonable attempts to restrict the horse population to a manageable level with
preference being given to Delaware owned horses.


 


10.       Controlling
Law and Regulation


 


The interpretation of the provisions of this
Agreement shall be governed by the law of Delaware.  If and to the extent that any provision(s)of this Agreement is
and/or becomes inconsistent with any Delaware Statute, law or any regulation of
the Delaware State Harness Racing Commission not in effect or hereinafter
enacted, such provision or provisions shall be deemed to be superseded by such
law or regulation as the case may be. 
The validity of the remaining provisions of the contract shall be
construed and enforced as if the contract did not contain the particular
provision held to be invalid.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be signed on their behalf by their respective Officers
as of the date first above written.


 


	
   

  	
   

  	
   

  	
  DOVER DOWNS,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/    Denis McGlynn

  	
   

  
	
   

  	
   

  	
   

  	
  Denis
  McGlynn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DELAWARE STANDARDBRED OWNERS

  ASSOCIATION, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/    James T. Case

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  James
  T.  Case

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  President