EXHIBIT 10.29
[LOGO OF NASCAR(R)]
Date Received 12-17-96
------------
Sanction No. NB56ND#20
-----------------
NASCAR Official /s/ Xxx Xxxx
---------------
GATEWAY "300"--July 26, 1997
SANCTION APPLICATION AND AGREEMENT FORM
---------------------------------------
NASCAR XXXXX SERIES, GRAND NATIONAL DIVISION
--------------------------------------------
INSTRUCTIONS:
(1) All NASCAR Xxxxx Series, Grand National Division Championship Events
for which PROMOTER seeks a NASCAR sanction must be listed in a single
application form. Please sign the original and forward to NASCAR; upon
acceptance and approval by NASCAR, a copy will be returned to the PROMOTER.
(2) "PROMOTER" means the individual, partnership, corporation, joint
venture or other entity that, in connection with the Event (as defined below),
is ultimately responsible (financially and otherwise) for the organization and
promotion of the Event and the facility at which the Event is to be run. If two
or more entities are acting together in such capacity, all such entities should
be listed as "PROMOTER" and the authorized officer of each should sign this
form.
(3) This form when signed by the PROMOTER is only an application for a
NASCAR sanction. NASCAR is under no obligation to accept or approve the
application. Upon being accepted and approved in writing by NASCAR, this form
becomes an agreement binding on both parties.
(4) Application for a NASCAR Xxxxx Series, Grand National Division
Championship Event must be received at NASCAR no later than ten business days
after the PROMOTER receives this form from NASCAR.
* * * * * * * * * * * * * *
The undersigned PROMOTER, designated below, applies to the National
Association for Stock Car Auto Racing, Inc. ("NASCAR") for a NASCAR sanction to
organize and promote a NASCAR-sanctioned NASCAR Xxxxx Series, Grand National
Division Championship Event(s) in accordance with the terms and conditions set
forth hereafter, as follows:
POST OFFICE BOX 2875 . DAYTONA BEACH, FLORIDA 32120-2875 . 904/253-0611
EVENT NUMBER 1
--------------
PROMOTER: Gateway International Motorsports Corporation
---------------------------------------------------------------
ADDRESS: P.O. Box 200 Madison IL 62060-0200
---------------------------------------------------------------
(STREET) (CITY) (STATE) (ZIP)
NAME OF EVENT: GATEWAY "300"
---------------------------------------------------------------
TRACK: Gateway International Raceway
---------------------------------------------------------------
(000) 000-0000 -- Office
LOCATION: Madison, IL TELEPHONE #: (000) 000-0000 -- Race Info
------------------
(City & State)
TRACK LENGTH: 1.25 Mile, Paved EVENT DISTANCE: 300 Miles (240 Laps)
------------------ ---------------------------
DATE OF EVENT: July 26, 1997 STARTING TIME: TBD
------------------ ---------------------------
POSTPONED DATE: Next Raceable Day
------------------
TIME TRIAL DATE(S) AND HOURS: PRACTICE DATE(S) AND HOURS:
Per Entry Blank Per Entry Blank
----------------------------------- -------------------------------------------
----------------------------------- -------------------------------------------
----------------------------------- -------------------------------------------
----------------------------------- -------------------------------------------
REGISTRATION & INSPECTION: Per Entry Blank
----------------------------------- -------------------------------------------
MINIMUM PROMOTER'S PURSE
AND POINT FUND TOTAL
(See Exhibit 2): [*] SANCTION FEE: [*]
---------------- -------------
PAYMENT DATE 12 Noon on INSURANCE NOTIFICATION DATE
(See Exhibit 1, Para 19): July 16, 1997 (See Exhibit 1, Para 20): July 16, 1997
------------- -------------
Sanction Application and Agreement Form
Page 2 of 3
* Indicates certain confidential information has been omitted. The confidential
information that has been omitted has been filed separately with the SEC and
Confidential treatment sought.
Upon written acceptance and approval of the above application, in
consideration for the mutual promises set forth herein, NASCAR and the PROMOTER
agree as follows:
(1) NASCAR hereby grants its sanction to PROMOTER for the Event(s) listed,
and NASCAR agrees to conduct the Event(s), through its officers and designated
officials, in accordance with the NASCAR Xxxxx Series, Grand National Division
Rule Book, as it may be amended from time to time, any special rules that may be
published by NASCAR specifically for the Event(s), and this agreement.
Interpretation and application of the NASCAR Xxxxx Series, Grand National
Division Rule Book, as it may be amended from time to time, and any special
rules that may be published by NASCAR specifically for the Event(s), are
committed to NASCAR's sole discretion, and are final and unreviewable except to
the extent provided in the NASCAR Xxxxx Series, Grand National Division Rule
Book.
(2) Exhibits 1 and 2, attached hereto, are incorporated herein and made a
part of this agreement.
(3) NASCAR will retain for its own account all inspection fees.
(4) Additional Provisions:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Submitted this ______________________ day of ________________________, 19____.
Gateway International Motorsports Corporation
-------------------------------------------------------------------------------
(Promoter)
By: /s/??????????? President
--------------------------------- --------------------------------
(an authorized officer) (title)
Witnessed By: /s/????????????? VP for Administration
----------------------- --------------------------------
(title)
Accepted and Approved this 17th day of December , 1996.
------- ------------ ----
National Association for Stock Car Auto Racing, Inc.
By: /s/??????????? V.P. of Competition
--------------------------------- --------------------------------
(an authorized officer) (title)
Witnessed By: /s/Xxxx X. Xxxxx Asst. Event Coord.
----------------------- --------------------------------
(title)
Sanction Application and Agreement Form
Page 3 of 3
EXHIBIT 1
---------
To Sanction Application and Agreement Form
------------------------------------------
NASCAR and PROMOTER agree as follows:
DEFINITIONS
-----------
(1) "Event" means the Event(s) designated in the Sanction Application and
Agreement Form, as well as all periods for registration, inspections, time
trials, practice runs, post-race inspections and postponed dates related
thereto. Whenever the word "Event" appears in the singular, it shall apply to
all Events designated on the Sanction Application and Agreement Form, unless the
context requires otherwise. All provisions in the Sanction Application and
Agreement Form and in Exhibits 1 and 2 apply to the Event(s) designated in the
Sanction Application and Agreement Form, unless the context requires otherwise.
(2) "Additional Award" as used herein includes any monetary or non-
monetary award by, or contracted through, the PROMOTER, for distribution based
upon the Event(s), other than (a) purse, (b) point fund, (c) Winner's Circle and
Plan awards, (d) television income and (e) the entry award for the current
NASCAR Xxxxx Series, Grand National Division Champion. PROMOTER understands and
acknowledges that the above-listed awards may or may not be applicable to or
available in connection with the Event, and that NASCAR makes no representation
as to the availability or amounts of such awards.
(3) "Television Income", as used herein, means all monies and things of
value received by PROMOTER as a result of and in connection with any television
contract(s), including but not limited to payments received from networks,
stations, packages, brokers, advertisers, advertising agencies, and the like. In
computing all monies and things of value received, it is intended that the gross
amount set forth in all television contract(s) as payable by the other
contracting entity or entities shall be included and that any applicable
commissions, fees or expenses paid to or deducted by sales agents, consultants
and other parties shall not be deducted therefrom.
(4) "Television Contract", as used herein, means any contract, agreement or
understanding, whether oral or written, entered into between PROMOTER and any
other entity or entities, whether or not they are broadcasters, for the sale,
assignment or other transferral of the rights of PROMOTER in the live or delayed
televised broadcast of, rebroadcast of, tape or film production of, and/or any
other use of, the Event, whether by cable TV, pay TV, theater TV, video tape
cassettes, and/or satellite transmissions, and whether local, regional, national
or worldwide.
PROMOTER'S GENERAL OBLIGATIONS
------------------------------
(5) PROMOTER warrants to NASCAR that in connection with the Event it has
sole control of the racetrack, the premises upon which the racetrack is located
and surrounding same, and all facilities thereon, that it has obtained all
necessary licenses, permits or other approvals required, and that it has full
authority to conduct the Event at the racetrack pursuant to the terms of this
agreement. PROMOTER further warrants that it will comply with all local, state
and federal laws and regulations in connection with the organization and
promotion of the Event. PROMOTER, at its expense, will make all appropriate
filings of forms or other documents as required by federal, state or local laws.
(6) PROMOTER at its expense assumes sole responsibility for furnishing the
racetrack, the premises upon which the racetrack is located and surrounding
same, and all facilities thereon in good repair, ready for use by competitors
and officials. PROMOTER is solely responsible and liable for the safety of such
competitors and officials while on, entering or leaving such racetrack, premises
and facilities. PROMOTER warrants that the racetrack, premises and facilities
are and will remain in a condition suitable for the conduct of the Event, and
that the racing surface of the track will not be altered, resurfaced or
otherwise substantially changed during the term of this Agreement without the
express written consent of NASCAR. PROMOTER will provide NASCAR or its
designated representative full access to the racetrack, premises and facilities
as requested by NASCAR during the term of this Agreement.
(7) If NASCAR in its sole discretion determines that the racetrack, the
premises or any facilities are in an unsatisfactory condition, PROMOTER agrees
to repair or resurface the racetrack and to repair the premises or facilities,
at PROMOTER's expense and to the satisfaction of NASCAR prior to any NASCAR-
sanctioned Event. If NASCAR in its sole discretion determines that it is
necessary to resurface the racetrack, such resurfacing shall be completed by
PROMOTER with adequate time prior to the Event to allow for tire and private car
testing. If NASCAR in its sole discretion determines that there is insufficient
time to place the racetrack in a condition suitable for the conduct of the
Event, NASCAR in its sole discretion may postpone or cancel the Event.
(8) PROMOTER at its expense will furnish adequate facilities, personnel,
equipment and services for accommodating and controlling the public during the
Event. PROMOTER is solely responsible and liable for the safety of the public
during the Event. PROMOTER is solely responsible for the condition, actions and
operations of such facilities, personnel, equipment and services before, during
and after the Event.
(9) PROMOTER at its expense will furnish adequate facilities, support
personnel, equipment, and related security, for use by NASCAR in the performance
of NASCAR's duties, as they may be requested by NASCAR from time to time,
including but not limited to facilities for office administration, registration,
timing, scoring, car inspection, race direction, officiating and prize money
distribution. Without in any way limiting the foregoing, PROMOTER at its expense
will:
a. provide one or more television monitors, in locations to be specified by
NASCAR, with all related equipment necessary for such monitors to be
connected to video and audio equipment used by the television producer under
contract for the Event, in order to provide to NASCAR Officials live video
on such monitors and the ability to switch instantaneously its view on the
monitors among the different camera locations used by the television
producer, at all times during the Event when all or a portion of the Event
is being videotaped, broadcast, monitored and/or recorded;
b. provide NASCAR with two (2) pace vehicles, each with the NASCAR logo (as
set forth under paragraph 21 below) displayed on the side in a manner and
size which is visible to all persons on the racetrack, in the viewing area
and in all locations where NASCAR Officials are visually monitoring the
Event;
c. provide NASCAR prior to the Event with a list of the track radio
frequencies to be used for the Event, including but not limited to
frequencies to be used for maintenance, police and security personnel;
x. xxxxxxxxx with NASCAR in pre-race and victory lane ceremonies, awards
presentations and photographs;
e. have readily available quantities of oil dry acceptable to NASCAR when
the track opens for practice and at all other times during the Event, and
adequate personnel to spread the oil dry at NASCAR's direction;
f. certify and recertify the scales as requested by NASCAR upon arrival for
the first day of inspection and at all other times during the Event, and
provide written certifications to the NASCAR Xxxxx Series, Grand National
Division Director as to the results of the certifications;
g. provide personnel to secure the entry into the pits and garage areas
during competition periods;
h. provide personnel to secure the garage area on a continuous, 24-hour/day
basis beginning the first day the track is open for inspection and ending
when released by the NASCAR Xxxxx Series, Grand National Division Director;
i. deliver to the garage area before the morning of raceday twice the number
of chairs as cars starting in the race for use by drivers and crew chiefs at
the pre-race meeting;
j. line and number each pit with appropriate paint, line and paint traffic
lanes in the garage and garage area when and where needed, and repaint all
start/finish, scoring, third turn and re-entry cutoff lines;
k. place portable toilets along pit road and in the garage area as directed
by NASCAR;
l. coordinate with NASCAR all tours of the garage areas, including the
times, number of participants and other arrangements;
m. provide adequate electricity (including without limitation 220 volts 50
amps services with female range outlets for the NASCAR trailers), air
conditioning, heat, telephone (including a track phone extension) and water
facilities as requested by NASCAR;
n. coordinate with NASCAR to ensure that it has a minimum of ten (10)
minutes immediately before, during or after driver introductions for NASCAR
awards presentations;
o. coordinate with NASCAR to ensure that it has a reasonable period of time
immediately following the Event for victory lane ceremonies, awards
presentations and sponsor recognitions;
p. provide a control tower of adequate size with electricity, air
conditioning, heat, telephone (including a track phone extension), chairs
with cushions, a television monitor (as set forth above), water facilities
and other utilities, supplies and equipment as requested by NASCAR;
q. provide a registration facility of adequate size outside the track and in
the garage area, with electricity, air conditioning, heat, telephone
(including a track phone extension), chairs with cushions, water facilities
and other utilities, supplies and equipment as requested by NASCAR;
r. provide adequate trash receptacles in the garage and pit area and
coordinate with the NASCAR Xxxxx Series, Grand National Division Director
the times for trash pick up by track personnel;
s. provide adequate personnel to sweep and clean-up the garage and pit areas
on a daily basis;
t. provide adequate parking areas for all competitors (including car owners,
drivers and crew members) and NASCAR Officials adjacent to or near the
garage area;
Exhibit 1 to Sanction Application and Agreement Form
Page 2 of 7
u. Provide NASCAR with a track suite, including the customary number of
admission tickets for admission to said suite, and 100 grandstand general
admission tickets, such tickets to be delivered to NASCAR no later than
thirty (30) days prior to the Event.
(10) PROMOTER at its expense will provide adequate facilities, personnel,
equipment and services for, and assumes sole responsibility to provide, fire
protection equipment and on-site medical services for competitors, officials,
the public and others, including without limitation cleanup crews, towing and
flatbed wreckers. PROMOTER at its expense will make advance arrangements with
local hospitals and physicians for the prompt and efficient treatment of any and
all injuries occurring during the Event.
(11) PROMOTER at its expense will furnish adequate security personnel (in
addition to the requirements of paragraph 9) in the pit and garage area, and
will limit access to such areas before, during and after the Event to authorized
individuals and equipment. PROMOTER is solely responsible and liable for the
actions of security personnel.
(12) PROMOTER at its expense assumes and will perform all business
responsibilities in connection with the Event (except as otherwise provided by
this Agreement), including but not limited to business organization, promotional
activities, management, general business affairs, ticket sales, track operation
and press accommodations. NASCAR does not warrant, either expressly or by
implication, nor is it responsible for, the financial or other success of the
Event or the number or identity of vehicles or competitors participating in the
Event.
(13) PROMOTER will not schedule or permit any private race car practice or
test runs for the seven days immediately preceding the first day of official
practice for the Event without prior written approval by NASCAR. PROMOTER will
not schedule any ancillary events or activities on the same day as registration
or inspection, or on any days during the Event, without prior written approval
by NASCAR. The ancillary events or activities covered by this paragraph include
without limitation other motorsports events, thrill shows, live performances
and/or helicopter rides. PROMOTER further agrees to notify NASCAR of any private
race car testing and/or practice done at the racetrack pursuant to and in
accordance with the 1997 NASCAR Xxxxx Series, Grand National Division Private
Race Car Testing Policy.
OFFICIAL ENTRY BLANK
--------------------
(14) An Official Entry Blank for the Event will be composed, printed,
published and distributed by NASCAR, and will constitute the sole official
statement as to the date, place, schedule and length of the Event, eligibility
requirements for competitors, and monetary and non-monetary awards.
(15) PROMOTER will notify NASCAR prior to contracting for any Additional
Award. NASCAR may reject a proposed Additional Award in its entirety, require
different terms for the proposed Additional Award, or require a reallocation of
the distribution of such an award among competitors, if the NASCAR's sole
judgement the proposed award will not advance the nature of the competition,
will have an adverse impact on the Event, or will be detrimental to the sport of
automobile racing, NASCAR, any sponsors of the Event, or any sponsors of the
NASCAR Xxxxx Series, Grand National Division. NASCAR's determination in that
regard will be binding on PROMOTER. PROMOTER assumes full responsibility for,
and will indemnify NASCAR against, any liability or costs incurred as a result
of NASCAR's determination with respect to any proposed award arranged by or
through PROMOTER. All Additional Awards are subject to independent verification
by NASCAR.
(16) PROMOTER will submit to NASCAR, no later than sixty (60) calendar days
before the date of the Event, a list of any and all proposed Additional Awards
(as defined above) for the Event not previously included in Exhibit 2 of this
Agreement. If either PROMOTER or NASCAR contracts for Additional Awards after
publication of the Official Entry Blank, then subject to the provisions of
paragraph 15, NASCAR in its sole discretion may publish and distribute a
supplement to the Official Entry Blank posting the Additional Awards.
(17) PROMOTER will not publish an official or unofficial entry blank or
supplement, or any other form setting forth monetary or non-monetary awards,
without prior written approval from NASCAR. PROMOTER will not advertise or
otherwise disseminate any information as to monetary or non-monetary awards for
the Event other than those specified in the Official Entry Blank or
NASCAR-approved supplement.
(18) NASCAR will use its best efforts to consult with the PROMOTER
regarding postponement of an Event, but the decision to postpone an Event and
the selection of the postponed date will be made by NASCAR in its sole
Exhibit 1 to Sanction Application and Agreement Form
Page 3 of 7
discretion and will be binding on PROMOTER. Publication by PROMOTER of a
postponement and/or postponed date that has not been approved by NASCAR is not
binding upon NASCAR.
PROMOTER'S FINANCIAL AND INSURANCE OBLIGATIONS
----------------------------------------------
(19) PROMOTER will pay to NASCAR at Daytona Beach, Florida, not later than
the Payment Date set forth in the Sanction Application and Agreement Form, by
wire transfer of funds, an amount equal to the sum of the PROMOTER's Purse and
Point Fund and the Sanction Fee, plus any other monies due NASCAR for the Event
pursuant to this agreement, unless otherwise directed by NASCAR in writing. Time
is of the essence. If said monies and fees are not paid to NASCAR in the manner
and by the Payment Date, NASCAR at its option may (a) cancel and rescind this
Agreement, or (b) enforce collection of said monies and fees by suit or action,
in which case PROMOTER will pay all costs incurred by NASCAR in connection
therewith, including reasonable attorney's fees.
(20) PROMOTER at its expense will obtain and maintain public liability
insurance for the Event that is acceptable to NASCAR, with a minimum combined
single limit of $ 10,000,000.00 per occurrence, for (i) spectator injury and
---------------
property damage and (ii) PROMOTER's legal, pit, track and product liability. In
the event that PROMOTER cannot obtain such insurance with $10,000,000.00 per
occurrence limits, PROMOTER shall obtain and maintain such insurance at the
highest available per occurrence limit, but in no event shall PROMOTER obtain
such insurance with a per occurrence limit (for all categories of liability
specified above) less than $5,000,000.00. PROMOTER will deliver to NASCAR at
Daytona Beach, Florida no later than the Notification Date set forth in the
Sanction Application and Agreement Form, a certified true copy of all public
liability insurance policies in force for the Event, regardless of the total
amount of coverage. In all such policies and in all other public liability
policies obtained and maintained by the PROMOTER or PROMOTER'S parent, the
following will be named as insured or additional insured: National Association
for Stock Car Auto Racing, Inc., its shareholders, directors, officers,
employees, agents, officials, and members; all drivers, car owners, car
sponsors, mechanics, and all sponsors for the Event or the series of which the
Event is a part. All policies shall also contain a cross liability endorsement
acceptable to NASCAR. If PROMOTER fails to deliver such policies to NASCAR by
the date provided, or if PROMOTER fails to maintain such policies with the
required minimum coverage throughout the Event, NASCAR may cancel and rescind
this Agreement immediately and without notice to the PROMOTER. If the policy or
policies are not acceptable to NASCAR, then NASCAR may obtain the required
insurance from an acceptable insurance company, with acceptable terms, at the
PROMOTER's expense.
ADVERTISING AND USE OF REGISTERED MARK
--------------------------------------
(21) Each party authorizes the use of its name and registered mark by the
other for publicizing, promoting or advertising the Event. The NASCAR name and
registered mark will only be used as follows:
[LOGO OF NASCAR(R)]
The symbol (R) will appear as indicated with the NASCAR logo. In all
publicity, advertising and promotion relating to the Event, including, but not
limited to news releases, advertisements and brochures, PROMOTER will display
the registered trademark and the phrase "NASCAR-sanctioned NASCAR Xxxxx Series,
Grand National Division Championship Event".
(22) All competitors, including car owners and drivers, when they execute
the NASCAR Official Entry Blank in connection with the Event, grant to NASCAR
certain rights to their name(s), picture(s), likeness(es) or performance(s).
Subject to the next sentence, NASCAR hereby assigns to PROMOTER the non-
exclusive right to use such competitors' name(s), picture(s), likeness(es) or
performance(s) for the purpose of publicizing, promoting or advertising the
Event, but only to the extent such rights have been released to NASCAR pursuant
to the NASCAR Official Entry Blank. Notwithstanding the foregoing, NASCAR
retains the right to disapprove and prohibit the PROMOTER's actual or intended
use of a competitor's name, picture, likeness or performance if NASCAR
determines in its sole discretion that such use is or will be detrimental to
NASCAR, to the event, to the series of which the event is a part, or to the
sport.
(23) PROMOTER will make no misrepresentations of fact in connection with
publicizing, promoting or advertising the Event. If such a misrepresentation is
made (a) the PROMOTER promptly will correct the misrepresentation through a
subsequent PROMOTER publication, (b) NASCAR may correct the misrepresentation
itself through NASCAR publication at PROMOTER's expense and/or (c) NASCAR may
cancel and rescind this agreement.
Exhibit 1 to Sanction Application and Agreement Form
Page 4 of 7
(24) PROMOTER acknowledges that the event is part of the NASCAR Xxxxx
Series, Grand National Division. PROMOTER will cooperate fully with NASCAR, with
the series sponsor(s), and with any other company that has contracted with
NASCAR to sponsor awards or programs (including without limitation the Xxxxx
Beer Pole Award or the Rookie-of-the-Year Award) that are based in whole or in
part on a competitor's performance in the Event or over a number of NASCAR Xxxxx
Series, Grand National Division events, in connection with those sponsors'
activities, if any, during the Event. PROMOTER, on its own and at the request of
NASCAR, will use its best efforts to feature such sponsors prominently in all of
PROMOTER's advertising, publicity and promotion in connection with the Event,
and no competitor of such a sponsor shall be featured therein as prominently as
such sponsor. PROMOTER will take no action that, in NASCAR's sole judgement,
will jeopardize the maintenance or continuation of such sponsorships.
(25) PROMOTER acknowledges that the sale or use, for advertising purposes,
of space at the racetrack, the premises upon which the racetrack is located and
surrounding same, the facilities thereon, or in any publications distributed in
connection with the Event, is an action that could have an impact upon the
existing sponsorships described in paragraph 24 above. Such sale to or use by
competitors of such sponsors shall be subject to prior written approval by
NASCAR, which NASCAR may provide or withhold in its sole discretion.
(26) NASCAR reserves the right to approve or disapprove any advertising,
sponsorship or similar agreement in connection with any Event.
(27) PROMOTER will use the NASCAR NATIONAL PROGRAM PACKAGE, if provided by
NASCAR.
TELEVISION AND SIMILAR RIGHTS
-----------------------------
(28) PROMOTER will pay to NASCAR at Daytona Beach, Florida not later than
the Payment Date set forth in the Sanction Application and Agreement Form, or
within twenty-four (24) hours of the consummation or execution of the television
contract (whichever occurs later), by wire transfer, ten percent (10%) of all
television income received or contracted to be received (whichever is greater)
by the PROMOTER in connection with the Event.
(29) In addition to the sum to be paid in accordance with paragraph 28,
PROMOTER will pay into the NASCAR event purse trust account, not later than the
Payment Date set forth in the Sanction Application and Agreement Form, or within
twenty-four (24) hours of the consummation or execution of the television
contract (whichever occurs later), by wire transfer, twenty-five percent (25%)
of all television income received or contracted to be received (whichever is
greater) by the PROMOTER in connection with the Event.
(30) PROMOTER will maintain for a period of six years from the date of the
Event (1) true and complete copies of any written television contract, any
document evidencing such contract, and any document relating to such contract,
and (2) accurate and complete records of all receipts and disbursements of
television income received in connection with the Event. PROMOTER will permit
NASCAR or its authorized agent at all reasonable times to request, receive,
inspect and audit any or all such records and documents, wherever they may be
located or at any other mutually agreeable location. PROMOTER will forward to
NASCAR upon its execution true and complete copies of any written television
contract.
(31) PROMOTER will require, in any new or renewed television contract, the
following language (or language having the same legal and practical effect):
"The parties hereto agree to defer to the requests of NASCAR or its
authorized agent in the placement and use of television cameras, crews,
supporting equipment and personnel, and in the establishment of the
starting time, for the Event."
"Parties hereto agree to permit NASCAR or its authorized agent at all
reasonable times, to request, and receive, true and complete copies of any
written television contract, any document evidencing such contract, and any
document relating to such contract."
"Parties hereto agree that NASCAR shall have the non-exclusive right to use
any and all sounds, images, pictures, audiotape, videotape, information and
other digital data relating to the Event, including without limitation
Event standings and results, for the purpose of distribution via the
Internet, NASCAR Online or any other NASCAR-authorized public online
service."
(32) PROMOTER, at no expense to NASCAR, will provide NASCAR in any new or
renewed television contract, for NASCAR's exclusive use, two (2) thirty-second
(30) commercial advertising segments, not to be resold by NASCAR.
Exhibit 1 to Sanction Application and Agreement Form
Page 5 of 7
(33) If the television contract, after its publication in any form, becomes
or is found to be unenforceable or is not performed by one or all parties
thereto for any reason other than those mentioned in paragraph 34 below, the
PROMOTER will perform its obligations as set forth herein as if the television
contract were fully enforceable and in fact fully performed.
(34) If the Event or the performance of the television contract is
prevented or postponed due to an act of God, force majeure, inevitable accident,
strike or other labor dispute, fire, riot or civil commotion, government action
or decree, inclement weather, failure of technical facilities beyond the control
of the broadcaster, the recapture of any time period scheduled for the live
broadcast of the Event for an event of national importance or emergency, or for
any similar reason beyond the control of the parties to this Agreement or to the
television contract the PROMOTER will perform its obligations as set forth
herein, except that the monies due under paragraphs 28 and 29 shall be the
respective percentages of television income actually received. If any monies in
excess of those due under this paragraph have been paid before the prevention or
postponement of the Event as set forth in this paragraph, NASCAR will refund the
excess to the PROMOTER within thirty (30) days of the prevention or the delayed
staging of the Event.
(35) PROMOTER warrants that it is authorized to grant, and hereby grants,
to NASCAR the non-exclusive right to use any and all sounds, images, pictures,
audiotape, videotape, information and other digital data relating to the Event,
including without limitation Event standings and results, for the purpose of
distribution via the Internet, NASCAR Online or any other NASCAR-authorized
public online service.
GENERAL PROVISIONS
------------------
(36) The Event will be conducted in accordance with the NASCAR Xxxxx
Series, Grand National Division Rule Book, as it may be amended from time to
time, any special rules that may be published by NASCAR specifically for the
Event, and this Agreement. NASCAR may cancel or rescind this Agreement if NASCAR
determines in its sole discretion that PROMOTER has failed to abide by the
provisions of this Agreement, the NASCAR Xxxxx Series, Grand National Division
Rule Book, amendments thereto, or any special rules as set forth herein. Notice
to PROMOTER is effective as set forth in paragraph 44.
(37) PROMOTER's rights and obligations under this Agreement, and the
sanction given pursuant to it, are not transferable or assignable. NASCAR may
cancel or rescind this Agreement if (a) there is a change, material or
otherwise, in the ownership, control or management of PROMOTER, (b) if the
PROMOTER admits that it is not or will not be able to pay its debts as they
become due, applies for or agrees to the appointment of a receiver or trustee in
liquidation, makes a general assignment for the benefit of creditors, files a
voluntary petition in bankruptcy or a petition seeking reorganization or an
arrangement of creditors under any bankruptcy law, becomes a party against whom
a petition under any bankruptcy law is filed, or is adjudicated a bankrupt under
any bankruptcy law, or (c) if the PROMOTER engages in activity of any kind that
NASCAR determines in its sole discretion to be detrimental to the sport or to
NASCAR.
(38) This Agreement and the sanction granted herein relate solely to the
Event(s) and the date or dates set forth on the Sanction Application and
Agreement Form. Nothing in this Agreement, or in the course of dealing between
the parties, will be construed to require the PROMOTER or NASCAR to enter into a
sanction agreement or to issue a sanction for this or any other Event in the
future.
(39) Nothing in this Agreement will be construed to place NASCAR in the
relationship of a partner or joint venturer with the PROMOTER. The PROMOTER will
not, and has no power to, obligate or bind NASCAR in any manner other than as
provided expressly in this AGREEMENT.
(40) If an Event is postponed or cancelled for any reason (other than a
strike, war, declaration of a state of national emergency, act of God or the
public enemy, or any other cause beyond the control of the PROMOTER) without
either (1) the prior written approval of NASCAR, or (2) during the Event, the
prior oral approval of the NASCAR official in charge of the Event, or if NASCAR
cancels and rescinds this agreement pursuant to paragraphs 19, 20, 23, 36 or 37,
NASCAR may elect to retain all or any part of the PROMOTER'S Purse and Point
Fund, and other fees and monies received by NASCAR pursuant to this Agreement,
and to utilize the same to reimburse, in whole or in part, NASCAR as well as the
drivers and car owners, and each of them, for expenses incurred in connection
with the Event, which include but are not limited to salaries, transportation,
lodging, and payments to the pit crew. NASCAR's determination as to what is or
is not a proper expense or as to the manner or the amount of disbursement or as
to whom
Exhibit 1 to Sanction Application and Agreement Form
Page 6 of 7
disbursement is made in this regard is binding on the PROMOTER, as well as on
all drivers and car owners entered in the event. Nothing in this paragraph or in
paragraphs 19, 20, 23, 36 or 37 shall be construed to limit or otherwise affect
any right of action by NASCAR for damages, or any other available remedy, for
breach of this Agreement.
(41) NASCAR may modify, alter, change or replace the name of the series of
which the Event is a part, at any time. In that event, PROMOTER shall use the
new name in all communications, advertising, publicity and promotion relating to
the Event.
(42) In the event of litigation arising out of the enforcement of this
Agreement, its terms and conditions, attorney's fees and costs shall be awarded
to the prevailing party.
(43) PROMOTER shall indemnify and hold NASCAR harmless from any and all
claims, allegations, demands, obligations, suits, actions, causes of action,
proceedings, rights, damages, and costs of any nature arising out of the Event
or this Agreement, unless such claim, allegation, demand, obligation, suit,
action, cause of action, proceeding, right, damage or cost arises solely out of
the act or omission of NASCAR. With respect to any matter falling within the
scope of the PROMOTER's obligation to defend and hold NASCAR harmless, NASCAR
shall be entitled to select counsel to represent it in such matter at PROMOTER's
expense, and that counsel's duties and obligations in all respects shall be to
NASCAR.
(44) Unless otherwise permitted herein, notice required by the Agreement
shall be given by facsimile/telecopy, and by overnight mail or other express
service, postage prepaid, addressed as follows:
TO NASCAR: National Association for Stock Car Auto Racing, Inc.
P.O. Box 2875
Daytona Beach, Florida 32120-2875
TO PROMOTER: The Address set forth immediately below the name of the
PROMOTER first listed in the Sanction Application and
Agreement Form.
(45) This agreement shall be construed according to the laws of Florida and
may not be amended except in writing and signed by both parties. Venue shall lie
solely in Volusia County, Florida, and all parties hereto consent to service of
process by, and the personal and subject matter jurisdiction of, the courts in
and for Volusia County, Florida.
(46) The Sanction Application and Agreement Form, including Exhibits 1 and
2 thereto, constitutes the entire agreement between NASCAR and the PROMOTER. All
previous communications and negotiations between NASCAR and the PROMOTER,
whether oral or written, not contained herein are hereby withdrawn and annulled.
End of Exhibit 1
----------------
Exhibit 1 to Sanction Application and Agreement Form
Page 7 of 7
EXHIBIT 2
TO SANCTION APPLICATION AND AGREEMENT FORM FOR THE
GATEWAY "300"
NASCAR and PROMOTER agree as follows:
RACING PURSE................................................... [*]
TIME TRIALS.................................................... [*]
BONUS AWARDS................................................... [*]
NASCAR POINT FUND.............................................. [*]
NASCAR XXXXX SERIES, GRAND NATIONAL DIVISION CHAMPION.......... [*]
NASCAR XXXXX SERIES, GRAND NATIONAL DIVISION PLAN.............. [*]
WINNERS' CIRCLE AWARDS......................................... [*]
TELEVISION AWARDS....................................... To Be Determined**
---------
MINIMUM PROMOTER'S PURSE AND POINT FUND........................ [*]
NASCAR TELEVISION FEE................................... To Be Determined**
---------
TOTAL.......................................................... [*]
* Indicates certain confidential information has been omitted. The confidential
information that has been omitted has been filed separately with the SEC and
confidential treatment sought.
** Upon execution of the Television Contract, this Sanction Application and
Agreement Form will be amended to include these amounts.
