EXHIBIT 10.14A


 


FIRST
AMENDMENT TO


STOCK
PURCHASE AGREEMENT


 


THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment”) is
made as of September 30, 2005, by and among PIMLICO RACING ASSOCIATION,
INC., a Maryland corporation, LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP, a
Maryland limited partnership, and THE MARYLAND JOCKEY CLUB OF BALTIMORE CITY,
INC., a Maryland corporation (each, individually a “Seller”, and collectively, “Sellers”),
MARYLAND-VIRGINIA RACING CIRCUIT, INC., a Virginia corporation (the “Company”),
and COLONIAL DOWNS, L.P., a Virginia limited partnership (“Colonial Downs” or “Purchaser”).


 


RECITALS


 


A.                                   The Sellers, the
Purchaser and the Company (the “Parties”) entered into a Stock Purchase
Agreement dated as of August 18, 2005 (the “Agreement”).


 


B.                                     The Parties
believe that it is in the best interests of the Parties and of the horse racing
industries in Virginia and Maryland to amend the Agreement as provided herein.


 


C.                                     The Racing
Commission of the Commonwealth of Virginia (the “Commission”) approved the
Agreement and the changes thereto contained in this Amendment during a Special
Meeting of the Commission on September 28, 2005.


 


NOW, THEREFORE, in
consideration of the promises contained herein and other good and valuable
consideration, the Parties hereby agree as follows:


 


AGREEMENT


 


1.                                       Amendment.  Section 6.5(a) of the Agreement is
hereby deleted in its entirety and the following is substituted in its place:


 


(a)                                  Coordination
of Thoroughbred Meets.  Sellers and
Purchaser shall continue to discuss annually the coordination of race dates
between Laurel Race Course (“Laurel”) and Pimlico Race Course (“Pimlico”) on
the one hand and Colonial Downs on the other. 
For a period of ten (10) years after the Closing, which period
shall be automatically renewed in 5-year periods unless one party notifies the
other by November 1 of the preceding year, Colonial Downs shall not
conduct live thoroughbred horse racing at any of Purchaser’s Virginia
Racetracks (defined below) before the later of June 17 and the Monday
following running of the Belmont Stakes Race (the “Cut Date”) of any calendar
year, and Sellers shall not conduct live thoroughbred horse racing at any of
Sellers’ Maryland Racetracks (defined below) from the Cut Date to July


 





















 


31 of any calendar year unless expressly
agreed in writing otherwise by the parties. 
Sellers and Purchaser agree, however, that the foregoing prohibitions
shall not apply to Purchaser in respect of any given week between the Monday
following running of the Preakness Stakes and the Cut Date of any calendar year
to the extent either or both of  Sellers
are not scheduled to conduct, and in fact do not conduct, live thoroughbred
horse racing at any of Sellers’ Maryland Racetracks during that week.  For purposes of this Section 6.5(a) only,
the following terms have the following meanings.  The phrase “live thoroughbred horse racing”
shall mean the conduct of one or more live thoroughbred horse races at the
applicable party’s horse racetrack on any one or more days during the given
calendar week, each of which shall be deemed to begin on Monday and end the
next Sunday.  “Purchaser’s Virginia
Racetracks” shall mean the Racetrack or any other horse racetracks in Virginia
owned in whole or in part, directly or indirectly, by Purchaser.  “Sellers’ Maryland Racetracks” shall mean
Pimlico, Laurel or any other horse racetrack in Maryland owned in whole or in
part, directly or indirectly, by Sellers. 
Except as otherwise modified specifically herein, the period from the
Cut Date to July 31 shall be defined as a “Meet.”  There are ten (10) Meets during this ten
(10) year period.


 


2.                                       Closing Date.  The parties agree that the Closing shall take
place on September 30, 2005 at 11:00 a.m. in Richmond, Virginia at
the offices of Hirschler Fleischer pursuant to Section 2.1 of the
Agreement.


 


3.                                       Effectiveness
of the Amendment.  Each of the
undersigned, by his or her signature below, does hereby give his or her written
consent to the amendment of the Agreement in accordance with the foregoing
provisions effective as of the date hereof.


 


4.                                       Confirmation
of the Agreement.  Except as amended
as set forth herein, the terms, conditions, and agreements set forth in the
Agreement are hereby ratified and confirmed and shall continue in full force
and effect.


 


5.                                       Counterparts.  This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


[Signature
Page Follows]


 


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IN WITNESS WHEREOF, the parties hereto have fully executed this
Amendment as of the date first above written.


 


	
  SELLERS:

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  	
   

  
	
  PIMLICO RACING ASSOCIATION, INC.

  	
  COLONIAL DOWNS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Stansley
  Racing Corp., its

  
	
  By:

  	
  /s/ Joseph A. DeFrancis

  	
   

  	
   

  	
  general
  partner

  
	
   

  	
  Joseph A. De Francis, President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ian M.
  Stewart

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  Ian M. Stewart, President

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LAUREL RACING ASSOCIATION

  LIMITED PARTNERSHIP

  	
  COMPANY:

  
	
   

  	
   

  	
  MARYLAND-VIRGINIA RACING

  
	
  By:

  	
  The Maryland Jockey Club of

  	
  CIRCUIT, INC.

  
	
   

  	
  Baltimore City, Inc., its

  	
   

  	
   

  
	
   

  	
  general partner

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE
  MARYLAND JOCKEY CLUB OF

  	
   

  	
   

  
	
  BALTIMORE
  CITY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
								



 


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