SHALL
BE EFFECTIVE UNLESS SUCH MODIFICATION, VARIATION OR AMENDMENT SHALL BE IN
WRITING AND HAS BEEN SIGNED BY ALL PARTIES TO THIS AGREEMENT.
40.
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON THE PARTIES, THEIR
SUCCESSORS AND ASSIGNS.
WITNESS the following signatures:
PNGI CHARLES TOWN GAMING
CHARLES TOWN HORSEMEN'S
LIMITED LIABILITY COMPANY
BENEVOLENT AND PROTECTIVE
ASSOCIATION, INC.
By:
/s/ Richard Moore
By:
/s/ Wayne A. Harrison
Richard Moore
Wayne A. Harrison
Its:
General Manager Racing
Its:
President
21
EXHIBIT A
Re:
Simulcast Agreement and Site Approval
Charles Town Horsemen's Benevolent & Protective Association (the "HBPA") hereby
authorizes Charles Town Race Track (the "Track") to export live thoroughbred
horse races conducted at the Track to the attached list of guest site and to
import live thoroughbred and harness horse races and dog races from the attached
list of host sites from February 1, 2005 through January 31, 2006, subject to
the following conditions:
1.
THAT FEES DERIVED THEREFROM SHALL BE
DIVIDED ACCORDING TO THE MANDATES OF THE WEST VIRGINIA STATUTES;
2.
THAT ANY THOROUGHBRED RACETRACK
APPROVED AS AN INTERSTATE OFF-TRACK BETTING ("OTB") OUTLET MAINTAINS A CONTRACT
WITH THE APPLICABLE THOROUGHBRED HORSEMEN'S GROUP AS DEFINED IN THE 1978
INTERSTATE HORSE RACING ACT;
3.
THAT PRESENT CIRCUMSTANCES AT ANY
APPROVED OTB OUTLET DO NOT MATERIALLY CHANGE HEREAFTER SUCH THAT LIVE
THOROUGHBRED HORSE RACING BECOMES THREATENED OR ADVERSELY AFFECTED;
4.
THAT NO APPROVED OTB OUTLET COMBINES
WITH OTHER OTB OUTLETS TO THREATEN NOT TO, OR REFUSE TO PURCHASE INTERSTATE
SIMULCASTS EXCEPT UPON SIMILAR TERMS AND CONDITIONS FOR PURCHASE BEING MADE TO
EACH OF ANY COMBINATION OF SUCH OUTLETS;
5.
THAT ALL APPROVED OTB OUTLETS OBTAIN
ALL OTHER CONSENTS OR APPROVALS REQUIRED BY THE 1978 INTERSTATE HORSE RACING
ACT;
6.
THAT THE TRACK AGREES, UPON FIVE
(5) DAYS WRITTEN NOTICE FROM THE HBPA, TO DISCONTINUE EXPORT/IMPORT OF LIVE
RACES TO/FROM ANY GUEST/HOST SITE THAT IS DEEMED NOT TO BE IN GOOD STANDING WITH
SUCH SITE'S LOCAL HBPA OR THE NATIONAL HBPA, AT THE DISCRETION OF THE HBPA;
7.
THAT RE-DISSEMINATING THE TRACK'S RACES
TO FACILITIES NOT NAMED ON THE ATTACHED LIST IS PROHIBITED WITHOUT THE PRIOR
WRITTEN APPROVAL OF THE HBPA AND THE TRACK;
8.
THAT THE TRACK AGREES TO PROVIDE A COPY
OF ALL EXECUTED CONTRACTS WITH HOST/GUEST TRACKS AND THEIR SITES TO THE HBPA;
AND
9.
THAT THE HBPA AGREES THAT FROM TIME TO
TIME THE TRACK MAY CHOOSE TO ADD NEW SITES TO THE ATTACHED LIST OF GUEST/HOST
SITES AND MAY DO SO WITH WRITTEN APPROVAL OF THE HBPA.
The HBPA expressly reserves the right to rescind this consent hereafter should
any of the foregoing conditions be violated.
/s/ Wayne A. Harrison
/s/ Richard Moore
Wayne A. Harrison
Richard Moore
President
General Manager - Racing
Charles Town HBPA
Charles Town Race Track