WILL RESULT IN CALDER RACE
COURSE CEASING TO BE A CDI TRACK, OR (B) THIS AGREEMENT TERMINATES FOR ANY
REASON.
6.10
FLORIDA LEGISLATION.
CDI AND MEC SHALL COOPERATE IN PROPOSING A
SINGLE BILL TO THE 2007 FLORIDA LEGISLATURE CONCERNING HORSE RACING INDUSTRY
ISSUES IN THE STATE OF FLORIDA THAT SEEKS TO ACCOMPLISH THE FOLLOWING:
[I]
PERMIT THOROUGHBRED HORSE RACE TRACKS WHICH ACT AS THE HUB DISTRIBUTOR TO
CONTRACT WITH AND DISTRIBUTE POINT TO POINT CONTENT RIGHTS TO OTHER PARI-MUTUEL
WAGERING FACILITIES IN SOUTH FLORIDA ( I.E. DADE AND BROWARD COUNTIES) INCLUDING
ALL HORSE RACE TRACKS ON A YEAR ROUND BASIS, [II] PERMIT THOROUGHBRED HORSE RACE
TRACKS IN FLORIDA TO CONDUCT LIVE RACING AFTER 7:00 P.M. LOCAL FLORIDA TIME, AND
[III] PERMIT THE OPERATION OF CARD ROOMS AT PARI-MUTUEL WAGERING FACILITIES IN
FLORIDA INCLUDING ALL HORSE RACE TRACKS ON ALL DAYS, INCLUDING DAYS ON WHICH
LIVE PARI-MUTUEL RACES OR GAMES DO NOT TAKE PLACE AND AT ALL TIMES OF THE DAY.
6.11
CALIFORNIA IMPORT COVENANT.
[A]
CDI AND MEC WILL WORK TOGETHER AND USE BEST EFFORTS TO CHANGE THE
EXISTING CALIFORNIA HORSE RACING SIMULCASTING LAW TO ELIMINATE THE EXISTING
RESTRICTION ON THE NUMBER OF SIMULCAST HORSE RACES THAT CAN BE IMPORTED INTO
CALIFORNIA.
[B]
WHEN MEC HAS THE TWO RACE TRACK VOTES (NORTHERN AND SOUTHERN
CALIFORNIA) REGARDING IMPORT SIMULCASTING OF HORSE RACES UNDER CALIFORNIA LAW,
(X) MEC WILL COORDINATE WITH THE COMPANY AND USE ITS BEST EFFORTS TO CAUSE THE
IMPORTING INTO CALIFORNIA OF POINT TO POINT EXPORT CONTENT CONSISTING OF A
NUMBER OF HORSE RACES GREATER THAN WAS IMPORTED IN 2006 (OR IN THE CASE OF FAIR
GROUNDS, IN 2005) (PRIORITIZED BASED ON THE HOST TRACK GROUPS IN SCHEDULE 12 OF
THE BUSINESS PLAN BUT WITH EQUAL PRIORITY WITHIN EACH SUCH HOST TRACK GROUP),
AND (Y) MEC WILL IMPORT INTO CALIFORNIA NO LESS THAN THE NUMBER OF CDI HORSE
RACES IMPORTED INTO CALIFORNIA DURING THE SAME PERIOD IN 2006 (OR IN THE CASE OF
FAIR GROUNDS, IN 2005), PROVIDED IN EITHER CASE OF (X) AND (Y) THERE IS NO
SIGNIFICANT CHANGE IN THE RACE DATES, POST TIMES OR QUALITY OF SUCH RACES.
21
[C]
SCHEDULE 13 OF THE BUSINESS PLAN ALSO SETS FORTH CERTAIN OTHER
POLICIES AND PROCEDURES OF THE COMPANY RELATED TO CALIFORNIA HORSE RACING.
FOR
PURPOSES OF THIS SECTION 6.11, THE B AND B+ HOST TRACK GROUPS (AS SET FORTH ON
SCHEDULE 12 OF THE BUSINESS PLAN) WILL BE CONSIDERED A SINGLE HOST TRACK GROUP.
6.12
CERTAIN MEMBER REPRESENTATIONS AND COVENANTS.
[A]
EACH MEMBER HEREBY REPRESENTS THAT, WITH RESPECT TO ITS INTEREST:
(I) IT IS ACQUIRING OR HAS ACQUIRED SUCH INTEREST FOR PURPOSES OF INVESTMENT
ONLY, FOR ITS OWN ACCOUNT (OR A TRUST ACCOUNT IF SUCH MEMBER IS A TRUSTEE), AND
NOT WITH A VIEW TO RESELL OR DISTRIBUTE THE SAME OR ANY PART THEREOF; AND
(II) NO OTHER PERSON HAS ANY INTEREST IN SUCH INTEREST OR IN THE RIGHTS OF SUCH
MEMBER UNDER THIS AGREEMENT (OTHER THAN A SHAREHOLDER OR OTHER OWNER OF AN
INTEREST IN