Exhibit 10.17
LIVE RACING AGREEMENT
THIS LIVE RACING AGREEMENT (the "Agreement") is effective as of October 1, 2004
by and among PENNSYLVANIA NATIONAL TURF CLUB, INC.
(PNTC) and MOUNTAINVIEW
THOROUGHBRED RACING ASSOCIATION (MTRA) (hereinafter collectively referred to as
the "Associations") and PENNSYLVANIA HORSEMEN'S BENEVOLENT AND PROTECTIVE
ASSOCIATION, INC.
("PA HBPA").
WITNESSETH
WHEREAS, the Associations operate and conduct thoroughbred horse race meetings
with pari-mutuel wagering at the track facility located in Grantville,
Pennsylvania, known as Penn National Race Course ("Perm National");
WHEREAS, the PA HBPA represents the horsemen, during the Term of this Agreement,
who own, train and/or race horses at Penn National;
WHEREAS, the term of the March 23,1999 Agreement between the Associations and
the PA HBPA ended January 1, 2004, but was extended by mutual agreement of the
parties;
WHEREAS, nothing in this Agreement is intended to or has the effect of
contradicting, superseding or construing the provisions of the Pennsylvania Race
Horse Development and Gaming Act, July 5, 2004, Act 71; and
WHEREAS, the Associations and the PA HBPA have agreed to enter into the
following Agreement with regards to the conduct of thoroughbred horse racing at
Penn National.
NOW, THEREFORE, for and in consideration of the foregoing recitals and the
mutual undertakings contained herein, and other good and valuable consideration,
the receipt
and sufficiency of which are hereby mutually acknowledged, the parties hereto
intending to be legally bound, hereby agree as follows:
1.
PURSES
Purses shall be calculated by adding the totals in Section l(a) and l(b) of this
Agreement.
(A)
THE ASSOCIATIONS AGREE TO ALLOCATE AND PAY
HORSEMEN PURSES EQUAL TO 33 1/3% OF THE ASSOCIATIONS' RECEIPTS, FEES AND
REVENUES DESCRIBED BELOW:
(I)
NET COMMISSIONS FROM THE PARI-MUTUEL
HANDLE, INCLUDING THE TELEPHONE ACCOUNT BETTING HANDLE, AND THE ASSOCIATIONS'
AND HORSEMEN'S SHARE OF THE BREAKAGE RECEIVED FROM THE PARI-MUTUEL HANDLE ON
PENN NATIONAL LIVE RACES.
(II)
NET COMMISSIONS FROM THE GROSS HANDLE ON
PENN NATIONAL'S LIVE RACES BEING SIMULCAST TO THE ASSOCIATIONS' OFF-TRACK
BETTING SITES, INCLUDING HORSEMEN'S SHARE OF BREAKAGE.
(III)
TOTAL COMMISSIONS FROM THE HANDLE FOR SEND
INTERTRACK WAGERING OF PENN NATIONAL'S LIVE RACES, INCLUDING TRACK HANDLE,
TELEPHONE ACCOUNT BETTING HANDLE AND OFF-TRACK BETTING HANDLE.
(IV)
TOTAL OUT-OF-STATE HOST FEE WHEN THE
ASSOCIATIONS' ARE SENDING A FULL CARD OF INTERSTATE SIMULCASTING WAGERING
("ISW") ON PENN NATIONAL'S LIVE RACES.
(V)
NET COMMISSIONS FROM THE HANDLE FOR RECEIVE
INTERTRACK WAGERING OF POCONO DOWNS, MEADOWS AND PHILADELPHIA PARK LIVE RACES,
2
INCLUDING TRACK HANDLE, TELEPHONE ACCOUNT BETTING HANDLE, OFF-TRACK BETTING
HANDLE AND HORSEMEN'S SHARE OF BREAKAGE.
(VI)
NET COMMISSIONS FROM THE HANDLE FOR ON-TRACK,
OFF-TRACK AND TELEPHONE ACCOUNT BETTING, INCLUDING HORSEMEN'S SHARE OF BREAKAGE,
WHEN THE ASSOCIATIONS ARE RECEIVING A FULL CARD OF ISW, REGARDLESS OF IN-STATE
HOST ASSOCIATION.
(VII)
HOST FEES RECEIVED FROM INTRASTATE AND
INTERSTATE TRACKS OR THE NTRA ON ACCOUNT OF TELEPHONE OR ELECTRONIC WAGERING BY
PERSONS IN GEOGRAPHIC PROXIMITY.
(B)
REVENUE FROM SLOT MACHINES AT PENN NATIONAL
SHALL BE ALLOCATED IN THE MANNER AS SET FORTH IN THE PENNSYLVANIA RACE HORSE
DEVELOPMENT AND