THE NEW YORK RACING ASSOCIATION, INC.

Board of Directors Meeting

August 28, 2013

The New York Racing Association, Inc. Meeting of the Board of Directors August 28, 2013 10:00 a.m. 11:30 a.m. Table of Contents TAB Meeting Agenda ......................................................................................................................................................... 1 June 10, 2013 Minutes (and Resolution) ......................................................................................................................................................... 2 June 18, 2013 Minutes (and Resolution) ......................................................................................................................................................... 3 Financial Update Second Quarter ended June 30, 2013 Summary of Financial Results Year to Date ended June 30, 2013 Summary of Financial Results ......................................................................................................................................................... 4 Events: Saratoga Meet 2013 ......................................................................................................................................................... 5 NYRA Committee List (with Management Liaisons) ......................................................................................................................................................... 6 Disband CEO Search Committee Resolution ......................................................................................................................................................... 7 NYRA Committee Charters (and Resolution) Executive Committee Audit & Compliance Committee Compensation Committee Finance Committee Nominations and Governance Committee Racing Committee ......................................................................................................................................................... 8 2014 Schedule of Board Meetings ......................................................................................................................................................... 9

The New York Racing Association, Inc. Meeting of the Board of Directors August 28, 2013 10:00 a.m. to 11:30 a.m. Agenda 1. Approval of June 10, 2013 and June 18, 2013 minutes (Resolution) 2. Report of the CEO and President 3. Report of the Chair 4. Report of the CFO 5. New Business a. Saratoga 150 b. Advanced Deposit Wagering, status report c. Capital Investments, status report d. Totalisator Transition 6. Committee Reports a. Audit and Compliance Committee b. Equine Safety Committee c. Finance Committee d. Nominations and Governance Committee i. Disband CEO Search Committee (Resolution) ii. Approval of Committee Charters (Resolution) 7. Schedule of 2014 Board Meetings Adjournment

DRAFT UNAPPROVED MINUTES OF THE MEETING of THE BOARD OF DIRECTORS of THE NEW YORK RACING ASSOCIATION, INC. Conducted on June 10, 2013 at 11:00 a.m. A regular meeting of the Board of Directors (the Board) of The New York Racing Association, Inc. (NYRA) was conducted on June 10, 2013 at 11:00 a.m. in the 37th Floor Conference Room of the Office of the NYS Empire State Development Corporation, located in New York, New York pursuant to notice duly given. The following Directors or Special Advisors were present (either in person, via teleconference, or via videoconference): Anthony J. Bonomo Rick Cotton Michael J. DelGiudice Michael Dubb C. Steven Duncker Robert Flay Stuart S. Janney, III Earle Mack Robert Megna Barry Ostrager David J. Skorton, Chair Joseph Spinelli Stuart Subotnick Vincent Tese Charles V. Wait Chester Broman, ex officio John Hendrickson, Special Advisor for Saratoga Michael Kotlikoff, Special Advisor for Equine Health and Safety Richard Violette, ex officio The following Directors were not present: Leonard Riggio Jane Rosenthal

Also present were Glen Kozak, Vice President of Facilities and Racing Surfaces; David ORourke, Vice President of Corporate Development; Susanne Stover, Senior Vice President and Chief Financial Officer; Kenneth V. Handal, Acting General Counsel, Chief Ethics, Compliance Officer, and Corporate Secretary; Pasquale Viscusi, Assistant General Counsel; Sid Anthony, Vice President of Security and Operations; Paul Campo, Vice President and Director of Racing; Eric Wing, Director of Communications and Media Relations; Ashley Herriman; Assistant Director of Communications; Patrick Mahony, Senior Vice President of Pari-Mutuel Operations; Thomas Thill, Vice President & Chief Information Officer; Stephen Travers, Vice President of Hospitality, Guest Services and Group Sales; Rodnell Workman, Vice President & Chief Marketing Officer; Charles Kruzansky, Cornell University; Bennett Liebman, NYS Executive Chamber; John Keitt, RSR Partners; and NYRA Integrity Counsel Jonathan Sack and Judith Mogul of Morvillo, Abramowitz, Grand, Iason, Anello & Bohrer P.C. Dr. Skorton called the meeting to order. Mr. Viscusi recorded the minutes. Mr. Handal conducted a roll call of the Directors and Special Advisors. 1. Approval of April 29, 2013 Regular Board Meeting Minutes. The first item addressed concerned the minutes of the April 29, 2013 regular meeting of the Board. A motion to approve the minutes was made by Mr. Subotnick and seconded by Mr. Spinelli. The resolution was carried without dissent and the minutes were ordered to be added to the permanent records of the corporation. (There were no abstentions among the Directors who were present). A copy of the resolution is attached hereto as Exhibit 1. 2. Report of the NYRA Management Team. Mr. Kozak, Mr. ORourke, and Ms. Stover discussed the start of the Belmont Park Racetrack spring race meeting, including items relating to upcoming projects such as marketing upgrades, facility upgrades, HD implementation, wagering menu, improving communication with OTBs and other tracks, and the strategic consultant for long-term planning projects. The discussion continued with updates relating to VLT revenue, Resorts World issues, Longshots, and the results of Belmont race meeting through June 2nd. a. Belmont Stakes Report Mr. Kozak, Mr. ORourke and Ms. Stover reported on Belmont Stakes Day. They thanked all of NYRAs employees for their efforts on that day. Discussed were facility upgrades, such as the new directional signage. Also discussed were the new security measures, the new marketing commercial, and the community, press and charity events. The discussion turned to details of the updates related to the implementation of the security recommendations provided by T&M Protection Resources, ADW updates, and the GBE update. The discussion continued with discussion about the execution of a contract with GBE pending and subject to a review of material that will be delivered by Mr. Liebman to the Chairs of the Finance and Audit & Compliance Committees in the next 48 hours. Once, the two

Committee Chairs have had the opportunity to review the material, they will report back to Dr. Skorton. If Mr. Subotnick and Mr. Spinelli agree that there was an abrogation of procedure, NYRA will not proceed with the execution of the contract and will proceed with a re-bid process. If they find that there was not an abrogation of procedure, then Mr. Subotnick and Mr. Spinelli will so inform Dr. Skorton and then convene a teleconference meeting with Mr. Liebman, Mr. Megna, Mr. Subotnick, Mr. Spinelli, and Dr. Skorton. A proposed resolution to authorize this process was discussed. A motion approving the resolution was made by Mr. Subotnick and seconded by Mr. Dubb. Mr. Cotton and Mr. Megna voted against the resolution. Mr. Mack abstained. A copy of the resolution is attached hereto as Exhibit 2. The discussion continued with updates relating to: capital improvements at Belmont Park Racetrack, Aqueduct Racetrack, and Saratoga Race Course; corporate matters; and the opening of Saratoga Race Course (including the Saratoga 150 anniversary updates). On behalf of Ms. Rosenthal, Chair of the Public Hearings and Communications Committee, Mr. Wait discussed the naming of the Oklahoma viewing stand. The Committee proposed that the viewing stand be named after the Whitney family. A proposed resolution in this regard was discussed. The motion approving the resolution was made by Mr. Wait and seconded by Mr. Bonomo. The resolution was carried without dissent. (There were no abstentions among the Directors who were present). A copy of the resolution is attached hereto as Exhibit 3. 3. Report of the Chair. a. CEO Search Update Dr. Skorton gave an update regarding the ongoing search for a new NYRA Chief Executive Officer. The CEO Search Committee and RSR Partners are continuing to narrow the field of candidates. They are close to recommending a candidate. Dr. Skorton also reported that the Nominations and Governance Committee will be reporting about the CEO search in detail in executive session later in the meeting. If the Board approves, the announcement of a new NYRA CEO is imminent. 4. Committee Reports. a. Audit and Compliance Committee Mr. Spinelli gave the report of the Audit & Compliance Committee. The Committee met to discuss the 2013 first quarter results, the KPMG update & review, the Internal Audit risk assessment, the pari-mutuel controls, a pension and OPEB overview, the purchasing report for the 1st quarter of 2013, the Officers Travel & Expense Report, legal issues, and the Integrity Counsel update. b. Finance Committee Mr. Subotnick gave the report of the Finance Committee. The committee met to discuss financial reporting (including the 2013 first quarter results), the GASB review statements, capital

expenditures, risk management, and the NYRA proposed bar/restaurant strategy. Mr. Subotnick gave a detailed report of the financial statements. 5. Financial Update. Ms. Stover provided the financial update. Ms. Stover discussed the first quarter financial statements in detail and advised the Board as to the highlights of the FASB to GASB changes. 6. Security Update. A progress report of the implementation of security operations recommendations provided by T&M Protection Resources was provided to the Board. This progress report is an update to the progress report that was presented in March of 2013. 7. Saratoga 150 Plaque. Dr. Skorton read a proposed resolution to approve the language, format, appearance, and placement of the proposed Saratoga 150 plaque. The matter was discussed and a motion approving the resolution was made by Mr. Bonomo and seconded by Mr. Subotnick. The resolution was carried without dissent. (There were no abstentions among the Directors who were present). A copy of the resolution is attached hereto as Exhibit 4. 8. Media Event Update. Mr. Workman provided an update of the media events that took place during the last few months, including coverage of the events supporting Belmont Stakes Day. Mr. Workman also introduced Mr. Wing as NYRAs new Director of Communications and Media Relations. 9. Legal Update. Mr. Handal gave the legal report. Mr. Handal discussed updates relating to FOIL, the NYS Breeding & Development Fund overpayment issue, the Hayward and Kehoe arbitrations, and the Equine Safety Review Board. 10. Administrative Matters. a. Amended Certificate of Incorporation Mr. Handal reported that, as per the advice of the NYS Secretary of State, it is not necessary for NYRA to file its amended Certificate of Incorporation with the NYS Secretary of State. b. Approval of Remaining Racing Dates for 2013 Mr. Handal read a proposed resolution to accept and adopt the remaining racing dates

during calendar year 2013 for the Saratoga Race Course, Belmont Park Racetrack Fall, and Aqueduct Racetrack Fall race meetings as proposed by NYRAs Vice President/ Director of Racing. The matter was discussed and a motion approving the resolution was made by Mr. Bonomo and seconded by Mr. Janney. The resolution was carried without dissent. (There were no abstentions among the Directors who were present). A copy of the resolution is attached hereto as Exhibit 5. c. Ban on Political Fundraisers Mr. Handal read a proposed resolution to approve a prohibition on the collection of political contributions and political fundraisers on any property within the operation of NYRA. The matter was discussed and a motion approving the resolution was made by Mr. Wait and seconded by Mr. Spinelli. The resolution was carried without dissent. (There were no abstentions among the Directors who were present). A copy of the resolution is attached hereto as Exhibit 6. 11. Executive Session. Dr. Skorton called for an executive session to consider matters involving the medical, financial, credit or employment history of a particular person or corporation, or matters leading to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or removal of a particular person or corporation and to seek legal advice from counsel. A motion to conduct an executive session was made by Mr. Bonomo and seconded by Mr. Spinelli. The motion was carried without dissent. (There were no abstentions among the Directors who were present). A copy of the resolution is attached hereto as Exhibit 7. The Board conducted an executive session of approximately 30 minutes. 12. New Business. No new business came before the Board. Adjournment. Dr. Skorton called for additional business. There being no further business to come before the Board, the meeting was concluded at 1:25 p.m.

______________________________ Pasquale Viscusi, Esq.

Board of Directors Meeting Minutes Exhibits June 10, 2013

Exhibit 1 APRIL 29, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of Mr. Subotnick, seconded by Mr. Spinelli, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby approve the minutes of the regular April 29, 2013 Board meeting and the minutes are ordered to be added to the permanent records of the corporation. Exhibit 2 GBE RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of Mr. Subotnick, seconded by Mr. Dubb, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby approve proceeding with execution of the contract GBE or proceed with the re-bid process pending and subject to review of material that will be delivered by Mr. Liebman to Chairs of the Finance and Audit & Compliance Committees, Mr. Subotnick and Mr. Spinelli, in the next 48 hours. Exhibit 3

VIEWING STAND RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of Mr. Wait, seconded by Mr. Bonomo, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby approve the Oklahoma viewing stand be named the Whitney viewing stand. Exhibit 4 SARATOGA 150 PLAQUE RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of Mr. Bonomo, seconded by Mr. Subotnick, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby approve the language, format, appearance, and placement of the proposed Saratoga 150 plaque.

Board of Directors Meeting Minutes Exhibits June 10, 2013

Exhibit 5 2013 RACING DATES RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of Mr. Bonomo, seconded by Mr. Janney, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby accept and adopt the racing dates during calendar year 2013 for the Saratoga Race Course, Belmont Park fall and Aqueduct Racetrack fall meetings as proposed by NYRAs Vice President/Director of Racing. Exhibit 6 BAN ON POLITICAL FUNDRAISERS RESOLUTION IT IS HEREBY RESOLVED, that, upon motion by Mr. Wait, seconded by Mr. Spinelli, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, hereby approves a prohibition on the collection of political contributions and political fundraisers on any property within the operation of NYRA. Exhibit 7 EXECUTIVE SESSION RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of Mr. Bonomo, seconded by Mr. Spinelli, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby determine to enter into executive session to (1) discuss the medical, financial, credit or employment history of a particular person or corporation, or matters leading to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or removal of a particular person or corporation and(2) to seek legal advice from counsel).

JUNE 10, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of _______________, seconded by ________________, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby approve the minutes of the regular June 10, 2013 Board meeting and the minutes are ordered to be added to the permanent records of the corporation.

DRAFT UNAPPROVED MINUTES OF THE MEETING of THE BOARD OF DIRECTORS of THE NEW YORK RACING ASSOCIATION, INC. Conducted on June 18, 2013 at 5:00 p.m. A regular meeting of the Board of Directors (the Board) of The New York Racing Association, Inc. (NYRA) was conducted on June 18, 2013 at 5:00 p.m. in the 37th Floor Conference Room of the Office of the NYS Empire State Development Corporation, located in New York, New York pursuant to notice duly given. The following Directors or Special Advisors were present (either in person, via teleconference, or via videoconference): Anthony J. Bonomo Rick Cotton Michael J. DelGiudice Michael Dubb C. Steven Duncker Robert Flay Stuart S. Janney, III Robert Megna Barry Ostrager Leonard Riggio Jane Rosenthal David J. Skorton, Chair Joseph Spinelli Stuart Subotnick Charles V. Wait Chester Broman, ex officio John Hendrickson, Special Advisor for Saratoga Michael Kotlikoff, Special Advisor for Equine Health and Safety Richard Violette, ex officio The following Directors were not present: Earle Mack Vincent Tese

Also present were Glen Kozak, Vice President of Facilities and Racing Surfaces; David ORourke, Vice President of Corporate Development; Susanne Stover, Senior Vice President and Chief Financial Officer; Kenneth V. Handal, Acting General Counsel, Chief Ethics, Compliance Officer, and Corporate Secretary; Pasquale Viscusi, Assistant General Counsel; Sid Anthony, Vice President of Security and Operations; Paul Campo, Vice President and Director of Racing; Kimberleigh Hannan, Vice President of Internal Audit and Chief Audit Officer; Ashley Herriman, Assistant Director of Communications; Patrick Mahony, Senior Vice President of Pari-Mutuel Operations; Stephen Travers, Vice President Hospitality, Guest Services, and Group Sales; John Keitt, RSR Partners; and NYRA Integrity Counsel Jonathan Sack of Morvillo, Abramowitz, Grand, Iason, Anello & Bohrer P.C. Dr. Skorton called the meeting to order. Mr. Viscusi recorded the minutes. Mr. Handal conducted a roll call of the Directors and Special Advisors. 1. NYRA CEO. Dr. Skorton introduced John Keitt of RSR Partners. Mr. Keitt discussed the CEO search process. Thereafter, Mr. Keitt announced that the CEO Search Committee was recommending Chris Kay as the new President and CEO of NYRA. Dr. Skorton stated that RSR Partners did a good job in providing to NYRA a wide array of excellent candidates. Dr. Skorton discussed a proposed resolution to elect Mr. Kay as the next President and CEO of NYRA. The motion approving the resolution was made by Mr. Bonomo and seconded by Mr. DelGiudice. The resolution was carried without dissent. (There were no abstentions among the Directors who were present). A copy of the resolution is attached hereto as Exhibit 1. Dr. Skorton formally introduced Mr. Kay as NYRAs new President and CEO. 2. Other Business. Mr. Subotnick and Mr. Spinelli discussed their review of the June 7 memorandum received from Robert Williams, Chairman of the State of New York Franchise Oversight Board, regarding its GBE-related concerns. After their review of the memorandum, Mr. Subotnick and Mr. Spinelli concluded that, for the most part, NYRA followed its procurement procedures in the ADW competitive bid. However, there was one item that did not meet the procedures. Therefore, they requested that NYRA management re-bid the ADW business contract within 90 days. Adjournment. Dr. Skorton called for additional business. There being no further business to come before the Board, the meeting was concluded at 5:40 p.m.

______________________________ Pasquale Viscusi, Esq.

Board of Directors Meeting Minutes Exhibits June 18, 2013

Exhibit 1 PRESIDENT AND CEO RESOLUTION IT IS HEREBY RESOLVED, that, upon motion of Mr. Bonomo, seconded by Mr. DelGiudice, the NYRA Board of Directors, having had full opportunity to inquire, consider and understand does hereby elect Chris Kay, to serve as President and CEO of NYRA.

JUNE 18, 2013 BOARD OF DIRECTORS MINUTES RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of _______________, seconded by ________________, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby approve the minutes of the regular June 18, 2013 Board meeting and the minutes are ordered to be added to the permanent records of the corporation.

THE NEW YORK RACING ASSOCIATION, INC. P&L - Summary of All Units For the Three Months Ending June 30, 2013 (Unaudited)

CURRENT YEAR
ACTUAL BUDGET

PRIOR YEAR

VARIANCE VAR % June - 2012 PR YR VAR PR YR VAR %

REVENUE
On-Track take out On-Track breakage New York OTB Intrastate simulcasting Interstate simulcasting International simulcasting NYRA Rewards Rebate On track racing related revenue Other revenue VLT Revenue $27,469,249 $30,392,987 ($2,923,738) -9.6% $28,547,934 ($1,078,685) -3.8% 322,190 392,816 (70,626) -18.0% 407,294 (85,104) -20.9% 6,930,452 6,888,450 42,002 0.6% 7,156,544 (226,092) -3.2% 1,093,947 1,039,633 54,314 5.2% 1,139,900 (45,953) -4.0% 27,055,316 24,830,372 2,224,944 9.0% 24,597,931 2,457,385 10.0% 493,598 520,316 (26,718) -5.1% 446,913 46,685 10.4% (738,557) (1,032,238) 293,681 -28.5% (964,480) 225,923 -23.4% 3,003,600 2,842,667 160,933 5.7% 3,542,616 (539,016) -15.2% 4,332,941 4,609,810 (276,869) -6.0% 4,264,072 68,869 1.6% 28,088,844 23,674,700 4,414,144 18.6% 22,825,484 5,263,360 23.1% ----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

GROSS REVENUE

98,051,580 94,159,513

3,892,067

4.1% 91,964,208

6,087,372

6.6%

STATUTORY PAYMENTS
Stakes & Purses Stakes & Purses-VLT Pari Mutuel Tax Simulcasting Tax Breeding Fund NYS R&W Board 27,379,484 27,447,662 (68,178) -0.2% 26,332,380 1,047,104 4.0% 13,970,227 11,837,350 2,132,877 18.0% 10,990,028 2,980,199 27.1% 2,188,549 2,395,754 (207,205) -8.6% 2,608,354 (419,805) -16.1% 135,998 128,334 7,664 6.0% 0 135,998 100.0% 918,609 1,009,271 (90,662) -9.0% 979,022 (60,413) -6.2% 798,217 872,719 (74,502) -8.5% 819,076 (20,859) -2.5% ----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

TOTAL STATUTORY PAYMENTS

45,391,084 43,691,090

1,699,994

3.9% 41,728,860

3,662,224

8.8%

----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

NET REVENUE

52,660,496 50,468,423

2,192,073

4.3% 50,235,348

2,425,148

4.8%

========== ========== ========== ====== ========== ========== ============

EXPENSES
Salaries & Wages Payroll Taxes Benefits Travel & Entertainment Operating Supplies Utilities Dues & Subscriptions Temporary Help Outside Services Cable Contract/Video Streaming Telephone & Communications Professional Fees: Legal Consulting TOTE Expense Rentals & Leases Repairs & Maintenance Insurance Marketing & Advertising Customer Relations Charitable Contributions Bad Debt Expense Other Expenses 17,013,721 1,355,294 4,505,340 103,749 879,088 1,755,851 199,571 463,082 1,588,001 721,335 1,608,628 15,805,786 1,218,596 4,734,802 86,197 715,630 1,714,110 205,790 422,558 1,422,659 708,731 1,700,868 1,207,935 136,698 (229,462) 17,552 163,458 41,741 (6,219) 40,524 165,342 12,604 (92,240) 7.6% 11.2% -4.8% 20.4% 22.8% 2.4% -3.0% 9.6% 11.6% 1.8% -5.4% 14,786,437 1,152,437 4,347,042 51,753 668,251 1,552,139 250,513 552,392 1,622,014 720,417 1,705,828 2,227,284 202,857 158,298 51,996 210,837 203,712 (50,942) (89,310) (34,013) 918 (97,200) 15.1% 17.6% 3.6% 100.5% 31.6% 13.1% -20.3% -16.2% -2.1% 0.1% -5.7%

921,600 345,000 576,600 681,104 662,265 18,839 622,610 645,813 (23,203) 699,488 614,644 84,844 1,700,556 1,670,107 30,449 2,149,759 1,747,315 402,444 1,853,668 2,420,292 (566,624) 205,760 224,383 (18,623) 351,547 409,560 (58,013) 218,618 0 218,618 673,795 700,835 (27,040) ----------------- ----------------- -----------------

167.1% 2,065,955 (1,144,355) -55.4% 2.8% 1,310,150 (629,046) -48.0% -3.6% 606,124 16,486 2.7% 13.8% 651,053 48,435 7.4% 1.8% 1,641,019 59,537 3.6% 23.0% 1,640,812 508,947 31.0% -23.4% 1,724,618 129,050 7.5% -8.3% 163,490 42,270 25.9% -14.2% 373,488 (21,941) -5.9% 100.0% 991,597 (772,979) -78.0% -3.9% 874,804 (201,009) -23.0% ----------- ----------------- ----------------- --------------------

TOTAL OPERATING EXPENSES

40,272,165 38,175,941

2,096,224

5.5% 39,452,333

819,832

2.1%

----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

OPERATING INCOME

12,388,331 12,292,482

95,849

0.8% 10,783,015

1,605,316

14.9%

========== ========== ========== ====== ========== ========== ============

NON-OPERATING EXPENSES
Retiree Benefits Pension Interest Expense Depreciation Income Tax Expense 2,112,650 2,231,341 (118,691) -5.3% 2,671,999 (559,349) -20.9% 1,007,750 2,074,638 (1,066,888) -51.4% 1,823,001 (815,251) -44.7% 75,990 61,725 14,265 23.1% 127,464 (51,474) -40.4% 802,715 857,261 (54,546) -6.4% 487,462 315,253 64.7% 824,711 0 824,711 100.0% 0 824,711 100.0% ----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

TOTAL NON-OPERATING EXPENSE

4,823,816

5,224,965

(401,149)

-7.7%

5,109,926

(286,110)

-5.6%

----------------- ----------------- ----------------- ----------- ----------------- ----------------- --------------------

NET INCOME/(LOSS)

7,564,515

7,067,517

496,998

7.0%

5,673,089

1,891,426

33.3%

========== ========== ========== ====== ========== ========== ============

The New York Racing Association, Inc.

Summary of Financial Condition and Unaudited Results of Operation
Second Quarter Ended June 30, 2013 Compared to Second Quarter Ended June 30, 2012 and Budget

2013 Second Quarter Results Compared to 2012 Second Quarter Results and Budget EXECUTIVE SUMMARY Proforma, Unaudited, Non-GAAP Income Statement
For Three Months

(in thousands) HANDLE & ATTENDANCE Race Days Attendance (Live Track) Total Handle (in thousands) RACING RELATED REVENUE On-track Export revenue New York OTB Sub-total gross pari-mutuel revenue less: Statutory and Other Rewards Rebate Stakes & Purses Other statutory payments Sub-total Statutory and Other Net wagering revenue Other revenue, net On-track racing related revenue, net Net Revenue From Racing Operations OPERATING EXPENSES Labor Expense Operating Supplies Utilities Temporary Help and Outside Services Cable Contract/Video Streaming Telephone & Communications Professional Fees: Legal Fees Consulting TOTE Expense Rentals & Leases Repairs & Maintenance Insurance Marketing & Advertising Other Expenses Total Operating Expenses Operating Income/(Loss) Plus: Net VLT Revenue Less: Non-Operating Expenses Net Income/(Loss)

Ending June 30th

Change $ 3 (40,088) $25,238 % 5.1% (11.7%) 3.9% Budget 60 346,273 $655,677 $

Change % 2 (44,343) $15,725 3.2% (14.7%) 2.3%

2013 62 301,930 $671,401

2012 59 342,018 $646,163

$27,791 28,643 6,930 $63,365 $739 27,379 4,041 $32,159 $31,205 $4,333 3,004 $38,542

$28,955 26,185 7,157 $62,297 $964 26,332 4,406 $31,703 $30,593 $4,264 3,543 $38,400

($1,164) 2,458 (226) $1,068 ($226) 1,047 (365) $456 $612 $69 (539) $142

(4.0%) 9.4% (3.2%) 1.7% (23.4%) 4.0% (8.3%) 1.4% 2.0% 1.6% (15.2%) 0.4%

$30,786 26,390 6,888 $64,065 $1,032 27,448 4,406 $32,886 $31,179 $4,610 2,843 $38,631

($2,994) 2,253 42 ($700) ($294) (68) (365) ($727) $27 ($277) 161 ($89)

(9.7%) 8.5% 0.6% (1.1%) (28.5%) (0.2%) (8.3%) (2.2%) 0.1% (6.0%) 5.7% (0.2%)

$22,874 879 1,756 2,051 721 1,609 922 681 623 699 1,701 2,150 1,854 1,753 $40,272 ($1,730) $14,119 4,824 $7,565

$20,286 668 1,552 2,174 720 1,706 2,066 1,310 606 651 1,641 1,641 1,725 2,706 $39,452 ($1,052) $11,835 5,110 $5,673

$2,588 211 204 (123) 1 (97) (1,144) (629) 16 48 60 509 129 (953) $820 ($678) $2,283 (286) $1,891

12.8% 31.6% 13.1% (5.7%) 0.1% (5.7%) (55.4%) (48.0%) 2.7% 7.4% 3.6% 31.0% 7.5% (35.2%) 2.1% 64.4% 19.3% (5.6%) 33.3%

$21,759 716 1,714 1,845 709 1,701 345 662 646 615 1,670 1,747 2,420 1,627 $38,176 $455 $11,837 5,225 $7,068

$1,115 163 42 206 13 (92) 577 19 (23) 85 30 402 (567) 126 $2,096 ($2,185) $2,281 (401) $497

5.1% 22.8% 2.4% 11.2% 1.8% (5.4%) 167.1% 2.8% (3.6%) 13.8% 1.8% 23.0% (23.4%) 7.8% 5.5% (480.2%) 19.3% (7.7%) 7.0%

1 Unaudited and Unreviewed

Handle and Attendance Results Results from the last fifteen days of the Aqueduct Winter meet and the first forty-seven days of the Belmont Spring meet were favorable with an increase in total handle attributable to three additional race days. Estimated on-track attendance at the track conducting live racing was 301,930, a decrease of 40,088 or 12% compared to last year. The decrease is primarily attributable to reduced attendance on Belmont Stakes Day which was impacted with comparison to last years Triple Crown potential. During the quarter, NYRA generated $671.4 million in total handle compared to $646.2 million for the same period last year, an increase of $25.2 million or 4%. NYRA on-track handle of $159.6 million decreased $4.2 million or 3% compared to the same period last year. Export handle of $511.8 million increased $29.4 or 6% compared to the same period last year. Total handle exceeded expectations by $15.7 million or 2% with higher than expected export handle partially offset by lower than expected on-track handle. During the quarter the average field size was 7.66 compared to 8.12 for the same period last year, primarily due to the December 2012 medicine rule change. Although there was a decrease in field size, average handle per betting interest increased $4,158 or 3% to $129,068 compared to last year.

Belmont Stakes Day Handle for this years Belmont Stakes Day was the second highest handle for a nonTriple Crown day behind only last years record non-Triple Crown handle, which was boosted by the potential of having the first triple crown winner since 1978 until Ill Have Another was scratched the day before the race. Estimated on-track attendance at Belmont on Belmont Stakes Day was 47,562, a decrease of 38,249 or 45% compared to last year. Total all source handle generated for Belmont Stakes Day was $91.9 million, a decrease of $8.0 million or 8% compared to last year. Total handle for Belmont Stakes Day exceeded expectations by $8.0 million or 10% with higher than expected export wagering offset by lower than expected on-track wagering. Net Revenue From Racing Operations NYRA earned net revenue from racing operations totaling $38.5 million, an increase of $142,000 or 0.4% compared to last year. The increase in net revenue from racing operations is primarily due to three additional race days compared to last year. In 2012, the Palm Sunday and Easter Sunday holidays fell in the second quarter compared to the first quarter this year. Additionally there was one weather related cancellation in June 2012. Significant increases in export revenue offset decreases in on-track wagering and racing related revenue. Operating Expenses Operating expenses of $40.3 million increased $820,000 or 2% from prior year primarily due to increases in labor expense (retroactive pay, staffing increases, and NYRA President transition), workers compensation insurance, operating supplies, utilities and marketing & advertising expenses, partially offset by decreases in legal & consulting fees, other expenses and outside service expense. The increase in expenses was $2.1 million or 6% higher than budget primarily due to costs associated with 2 Unaudited and Unreviewed

higher than expected legal fees associated with integrity counsel, workers compensation costs and labor expense primarily due to a retroactive pay accrual for cleaners and frontside security based on current collective bargaining negotiations and costs associated with the NYRA President transition. Operating Income/(Loss) From Racing Operations During the second quarter of 2013, NYRA had an operating loss from racing operations totaling $1.7 million, a decrease of $678,000 or 64% compared to last year and $2.2 million or 480% below budget. The variances compared to last year and budget are primarily due to increased expenses as noted above. VLT Revenue During the second quarter of 2013, NYRA earned approximately $28.1 million in VLT revenue of which $14.0 million was available for stakes and purses, $8.1 million was available for capital expenditures and $6.0 million was available for NYRA operations. Gross VLT revenue increased $5.3 million over last year primarily due to a 0.50% increase in purse funding effective October 28, 2012 as well as a $71 or 19% increase in win per machine (WPM) results at Resorts World. WPM for the three months ended June 30, 2013 averaged $443 compared to an average of $372 during the same period last year. VLT revenue was budgeted in line with 2012 results. Non-Operating Expenses Non-operating expenses totaling $4.8 million, which consist of retiree benefits, pension and depreciation, decreased $286,000 or 6% compared to last year and were below budget by $401,000 or 8%. The decrease in non-operating expenses is primarily attributable to the conversion from FASB to GASB reporting standards which impacts the way in which pension and retiree benefits are recorded partially offset by an increase in depreciation expense (due to an increased investment in depreciable assets) and income tax expense. Net Income/(Loss) During the second quarter of 2013, NYRA had net income of $7.6 million, an increase of $1.9 million or 33% compared to last year and was $497,000 or 7% higher compared to budget. The favorable variances to last year and budget are due to increased VLT revenue and decreased non-operating expenses partially offset by increased operating expenses as noted above. Capital Projects During the second quarter of 2013 NYRA spent approximately $5.2 million on capital improvements including approximately $470,000 on 2012 related capital projects. Major expenditures included barn area upgrades and patron area improvements at all three race tracks, the purchase of high definition cameras and other television production equipment for the new TV trailer and the installation of the Trackus digital sports information system at Belmont.

3 Unaudited and Unreviewed

$25 Million Genting LLC Loan Facility During the second quarter of 2013, NYRA paid $3.5 million towards the loan, of which $3.4 million was applied towards principal and $62,000 was applied towards interest. As of June 30, 2013, NYRA had a total outstanding loan balance of $10.4 million due Genting LLC. Based on current VLT revenue projections, the loan is expected to be repaid in full by April 2014. Industry Update Based on information provided by Equibase, for the second quarter of 2013, wagering on U.S. races increased 1% compared to a 4% increase in wagering on NYRA races resulting from three additional race days. NYRA contributed 4% of total industry race days, offered 13% of purses and generated 20% of thoroughbred handle across the United States. Every dollar invested in purses at NYRA during the quarter yielded $15.63 in handle compared to $10.16 industry-wide.

4 Unaudited and Unreviewed

EXHIBIT 1
HANDLE STATISTICS SECOND QUARTER 2013 COMPARED TO SECOND QUARTER 2012 AND BUDGET
For the Three Months Ending June 30th Change $ % Change

2013 RACING DAYS ATTENDANCE - Live Race Days, Live Track ATTENDANCE - Live Race Days, Non-Live Track DAILY AVERAGE ATTENDANCE at Live Track PER-CAPITA BET ON LIVE DAYS AT LIVE TRACK ON-TRACK HANDLE COMPONENTS ADW (PHONE, INTERNET & ON-TRACK) BELMONT AQUEDUCT TOTAL NYRA ON-TRACK HANDLE DAILY AVERAGE ON-TRACK HANDLE OFF-TRACK HANDLE (EXPORT) NYOTB DOWNSTATE NYOTB UPSTATE NY INTER-TRACK WAGERING OUT-OF-STATE INTERNATIONAL SEPARATE POOL TOTAL OFF-TRACK (EXPORT) DAILY AVERAGE OFF-TRACK HANDLE TOTAL HANDLE DAILY AVERAGE TOTAL HANDLE 62 301,930 114,555 4,870 $241

2012 59 342,018 107,204 5,797 $239

BUDGET 60 346,273 109,439 5,771 $239

3 -40,088 7,351 -927 $2

5.1% -11.7% 6.9% -16.0% 0.8%

3.3%

-44,343 -12.8% 5,116 4.7% -901 -15.6% $2 0.8%

$65,664,544 51,238,522 42,740,417 $159,643,483 $2,574,895

$66,660,725 54,801,492 42,355,039 $163,817,256 $2,776,564

-$996,180 -3,562,970 385,377 -$4,173,773 -$201,669

-1.5% -6.5% 0.9% -2.5% -7.3%

$72,978,191 56,143,835 45,422,016 $174,544,042 $2,909,067

-$7,313,647 -10.0% -4,905,313 -8.7% -2,681,599 -5.9% -$14,900,559 -8.5% -$334,172 -11.5%

$35,485,450 17,684,145 12,220,020 440,361,883 6,006,233 $511,757,731 $8,254,157 $671,401,214 $10,829,052

$36,228,162 17,953,701 12,605,423 412,487,879 3,070,300 $482,345,464 $8,175,347 $646,162,720 $10,951,911

-$742,712 -269,556 -385,402 27,874,004 2,935,934 $29,412,268 $78,810 $25,238,495 -$122,859

-2.1% -1.5% -3.1% 6.8% 95.6% 6.1% 1.0% 3.9% -1.1%

$33,746,303 17,245,531 11,584,073 412,339,436 6,217,127 $481,132,470 $8,018,874 $655,676,511 $10,927,942

$1,739,147 438,614 635,947 28,022,447 -210,894 $30,625,261 $235,282 $15,724,703 -$98,890

5.2% 2.5% 5.5% 6.8% -3.4% 6.4% 2.9% 2.4% -0.9%

5 Unaudited and Unreviewed

EXHIBIT 2
BELMONT STAKES DAY 2013 COMPARED TO 2012 AND BUDGET
Change Change %

2013 ATTENDANCE AT BELMONT PER-CAPITA BET ON LIVE DAYS AT BELMONT ATTENDANCE AT AQUEDUCT ON-TRACK HANDLE COMPONENTS ACCOUNT WAGERING: PHONE INTERNET BELMONT AQUEDUCT ADW (PHONE, INTERNET & ON-TRACK) BELMONT AQUEDUCT TOTAL NYRA ON-TRACK HANDLE OFF-TRACK HANDLE (EXPORT) NYOTB DOWNSTATE NYOTB UPSTATE NY INTER-TRACK WAGERING OUT-OF-STATE INTERNATIONAL SEPARATE POOL TOTAL OFF-TRACK (EXPORT) TOTAL HANDLE 47,562 $176 5,000

2012 85,811 $135 5,430

BUDGET 60,000 $183 5,000

-38,249 $41 -430

-44.6% 30.3% -7.9%

-12,438 ($7) 0

-20.7% -3.6% 0.0%

$675,619 1,397,533 723,261 175,415 $2,971,829 7,665,505 1,582,308 $12,219,642

$824,340 996,830 969,495 142,211 $2,932,875 10,649,186 1,610,313 $15,192,375

-$148,721 400,704 -246,234 33,205 $38,954 -2,983,681 -28,006 -$2,972,733

-18.0% 40.2% -25.4% 23.3% 1.3% -28.0% -1.7% -19.6%

$785,335 966,030 918,632 141,462 $2,811,459 10,074,426 1,582,980 $14,468,866

-$109,716 431,503 -195,371 33,953 $160,370 -2,408,921 -673 -$2,249,224

-14.0% 44.7% -21.3% 24.0% 5.7% -23.9% 0.0% -15.5%

$4,464,892 2,384,869 1,468,034 70,321,767 1,000,000 $79,639,562 $91,859,204

$4,831,233 2,606,993 1,601,921 74,357,895 1,300,000 $84,698,042 $99,890,417

-$366,341 -222,124 -133,887 -4,036,128 -300,000 -$5,058,481 -$8,031,214

-7.6% -8.5% -8.4% -5.4% -23.1% -6.0% -8.0%

$3,961,611 2,109,253 1,309,931 60,973,474 1,000,000 $69,354,270 $83,823,135

$503,281 275,616 158,103 9,348,293 0 $10,285,292 $8,036,068

12.7% 13.1% 12.1% 15.3% 0.0% 14.8% 9.6%

6 Unaudited and Unreviewed

THE NEW YORK RACING ASSOCIATION, INC. P&L - Summary of All Units For the Six Months Ending June 30, 2013 (Unaudited)

CURRENT YEAR
ACTUAL BUDGET VARIANCE VAR % June - 2012

PRIOR YEAR
PR YR VAR PR YR VAR %

REVENUE
On-Track take out On-Track breakage New York OTB Intrastate simulcasting Interstate simulcasting International simulcasting NYRA Rewards Rebate On track racing related revenue Other revenue VLT Revenue $48,284,231 $52,615,843 ($4,331,612) -8.2% $51,665,574 ($3,381,343) -6.5% 651,176 801,176 (150,000) -18.7% 794,349 (143,173) -18.0% 13,429,654 13,348,984 80,670 0.6% 14,452,202 (1,022,548) -7.1% 1,874,914 1,847,845 27,069 1.5% 2,147,807 (272,893) -12.7% 41,350,386 40,712,364 638,022 1.6% 42,222,892 (872,506) -2.1% 887,929 962,038 (74,109) -7.7% 881,092 6,837 0.8% (1,246,446) (1,672,343) 425,897 -25.5% (1,602,317) 355,871 -22.2% 3,187,758 3,290,504 (102,746) -3.1% 3,934,505 (746,747) -19.0% 5,362,433 5,630,007 (267,574) -4.8% 5,512,825 (150,392) -2.7% 54,328,383 46,288,200 8,040,183 17.4% 44,889,959 9,438,424 21.0% ------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

GROSS REVENUE

168,110,418 163,824,618

4,285,800

2.6% 164,898,888

3,211,530

1.9%

STATUTORY PAYMENTS
Stakes & Purses Stakes & Purses-VLT Pari Mutuel Tax Simulcasting Tax Breeding Fund NYS R&W Board 45,621,199 47,001,459 (1,380,260) -2.9% 48,129,129 (2,507,930) -5.2% 27,089,997 23,144,100 3,945,897 17.0% 21,613,664 5,476,333 25.3% 3,720,865 4,053,519 (332,654) -8.2% 4,317,787 (596,922) -13.8% 190,435 180,622 9,813 5.4% 0 190,435 0.0% 1,577,774 1,719,874 (142,100) -8.3% 1,939,501 (361,727) -18.7% 1,421,016 1,530,967 (109,951) -7.2% 1,497,105 (76,089) -5.1% ------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

TOTAL STATUTORY PAYMENTS

79,621,286

77,630,541

1,990,745

2.6%

77,497,186

2,124,100

2.7%

------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

NET REVENUE

88,489,132

86,194,077

2,295,055

2.7%

87,401,702

1,087,430

1.2%

=========== =========== ========== ====== =========== ========== ============

EXPENSES
Salaries & Wages Payroll Taxes Benefits Travel & Entertainment Operating Supplies Utilities Dues & Subscriptions Temporary Help Outside Services Cable Contract/Video Streaming Telephone & Communications Professional Fees: Legal Consulting TOTE Expense Rentals & Leases Repairs & Maintenance Insurance Marketing & Advertising Customer Relations Charitable Contributions Bad Debt Expense Other Expenses 29,974,672 2,416,778 8,374,193 157,939 1,347,202 3,726,824 395,745 497,618 2,698,503 1,432,586 3,093,181 28,751,833 2,253,771 9,035,596 144,043 1,307,308 3,690,359 414,891 498,310 2,411,401 1,419,983 3,306,909 1,222,839 163,007 (661,403) 13,896 39,894 36,465 (19,146) (692) 287,102 12,603 (213,728) 4.3% 7.2% -7.3% 9.6% 3.1% 1.0% -4.6% -0.1% 11.9% 0.9% -6.5% 26,548,193 2,122,273 8,109,433 85,699 1,137,800 3,437,020 467,273 619,788 2,952,026 1,357,917 3,354,131 3,426,479 294,505 264,760 72,240 209,402 289,804 (71,528) (122,170) (253,523) 74,669 (260,950) 12.9% 13.9% 3.3% 84.3% 18.4% 8.4% -15.3% -19.7% -8.6% 5.5% -7.8%

1,446,284 690,000 756,284 109.6% 2,761,106 (1,314,822) -47.6% 1,910,883 1,306,091 604,792 46.3% 2,270,013 (359,130) -15.8% 1,108,394 1,132,915 (24,521) -2.2% 1,137,235 (28,841) -2.5% 1,167,857 1,090,055 77,802 7.1% 1,095,020 72,837 6.7% 2,954,728 2,954,088 640 0.0% 2,768,600 186,128 6.7% 3,983,245 3,486,299 496,946 14.3% 3,260,670 722,575 22.2% 2,504,704 3,252,401 (747,697) -23.0% 2,120,462 384,242 18.1% 274,360 312,602 (38,242) -12.2% 178,144 96,216 54.0% 681,832 757,491 (75,659) -10.0% 686,772 (4,940) -0.7% 218,618 0 218,618 0.0% 1,315,407 (1,096,789) -83.4% 1,206,255 1,268,332 (62,077) -4.9% 1,419,439 (213,184) -15.0% ------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

TOTAL OPERATING EXPENSES

71,572,401

69,484,678

2,087,723

3.0%

69,204,421

2,367,980

3.4%

------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

OPERATING INCOME

16,916,731

16,709,399

207,332

1.2%

18,197,281 (1,280,550)

-7.0%

=========== =========== ========== ====== =========== ========== ============

NON-OPERATING EXPENSES
Retiree Benefits Pension Interest Expense Depreciation Income Tax Expense 4,225,300 4,462,682 (237,382) -5.3% 5,343,996 (1,118,696) -20.9% 2,015,500 4,149,276 (2,133,776) -51.4% 3,646,002 (1,630,502) -44.7% 152,992 137,331 15,661 11.4% 269,242 (116,250) -43.2% 1,450,921 1,586,315 (135,394) -8.5% 912,530 538,391 59.0% 911,897 0 911,897 0.0% 0 911,897 0.0% ------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

TOTAL NON-OPERATING EXPENSE

8,756,610

10,335,604 (1,578,994) -15.3%

10,171,770 (1,415,160)

-13.9%

------------------- ------------------- ------------------ ----------- ------------------- ------------------ --------------------

NET INCOME/(LOSS)

8,160,121

6,373,795

1,786,326 28.0%

8,025,511

134,610

1.7%

=========== =========== ========== ====== =========== ========== ============

THE NEW YORK RACING ASSOCIATION, INC. Balance Sheet For the Month Ending June 30, 2013

06/30/13

12/31/2012

Variance

ASSETS
CURRENT ASSETS Cash - vault Cash and cash equivalents Restricted cash: Restricted cash - Horsemen Restricted cash - Account Wagering Restricted cash - NY Stallion Restricted Cash - VLT Capital Account Restricted Cash - Centerplate Deposit Restricted Cash - Purse Support Restricted - Other Accounts receivable Less reserve for bad debts Prepaid and Other Assets Total current assets $6,999,171 14,604,313 19,051,785 3,388,288 1,079,116 7,787,047 3,093,371 134,953 2,220,000 31,382,318 (3,965,004) 8,442,022 ------------------94,217,380 ------------------$4,407,025 15,170,043 17,134,959 2,959,471 897,393 4,837,223 0 285 1,690,000 20,279,367 (4,205,252) 4,514,690 ------------------67,685,204 ------------------$2,592,146 (565,730) 1,916,826 428,817 181,723 2,949,824 3,093,371 134,668 530,000 11,102,951 240,248 3,927,332 ----------------26,532,176 -----------------

FIXED ASSETS Leasehold & Building Structure Improvements Furniture, Fixtures, & Equipment Vehicles Computer Equipment Software Construction-in-progress

Less accumulated depreciation Total fixed assets - net

22,832,880 19,485,016 3,599,979 263,057 815,148 8,689,675 ------------------55,685,755 (13,778,556) ------------------41,907,199 ------------------976,020 13,681,000 -------------------

21,916,683 13,264,299 3,312,670 159,086 311,193 9,373,143 ------------------48,337,074 (12,333,626) ------------------36,003,448 ------------------1,234,495 13,681,000 -------------------

916,197 6,220,717 287,309 103,971 503,955 (683,468) ----------------7,348,681 (1,444,930) ----------------5,903,751 ----------------(258,475) 0 -----------------

OTHER ASSETS Deferred outflows of resources

TOTAL ASSETS

150,781,599
===========

118,604,147
===========

32,177,452
==========

LIABILITIES AND EQUITY

CURRENT LIABILITIES Horsemen's liability NYRA Rewards liability Stallion Series deferred income Stakes and purses Accounts payable Accrued expenses Accrued environmental liabilities Centerplate Deposit Accrued pension costs, current portion Accued postretirement obligations, current portion Capital leases and installment notes, current portion Outstanding pari-mutuel tickets Outstanding CashCards and vouchers Statutory payables Deferred income Loan payable - current portion Total current liabilities 19,051,785 3,388,288 1,079,116 17,444,723 695,944 26,547,226 596,911 3,093,371 1,464,991 1,759,931 100,298 895,500 739,279 937,563 6,829,920 10,406,417 ------------------95,031,263 ------------------17,134,959 2,959,471 897,393 4,034,453 4,003,722 15,906,319 2,252,146 0 2,180,000 0 100,640 1,893,944 988,614 1,066,977 458,754 11,260,000 ------------------65,137,392 ------------------1,916,826 428,817 181,723 13,410,270 (3,307,778) 10,640,907 (1,655,235) 3,093,371 (715,009) 1,759,931 (342) (998,444) (249,335) (129,414) 6,371,166 (853,583) ----------------29,893,871 -----------------

LONG TERM LIABILITIES Accrued pension costs, net of current portion Accrued postretirement obligations, net of current portion Loan payable Capital leases and installment notes, net of current portion Deferred inflows of resources Other Total long term liabilities

29,714,636 26,075,925 0 126,890 6,343,000 2,233,667 ------------------64,494,118 ------------------------------------159,525,381 -------------------

29,714,636 26,075,925 5,816,791 190,641 6,343,000 2,233,667 ------------------70,374,660 ------------------------------------135,512,052 -------------------

0 0 (5,816,791) (63,751) 0 0 ----------------(5,880,542) --------------------------------24,013,329 -----------------

Total liabilities

EQUITY Retained earnings Current profit/(loss) Total equity

(16,903,904) 8,160,124 ------------------(8,743,780) -------------------

(48,026,360) 31,118,455 ------------------(16,907,905) -------------------

31,122,456 (22,958,331) ----------------8,164,125 -----------------

TOTAL LIABILITIES AND EQUITY

150,781,601
===========

118,604,147
===========

32,177,454
==========

The New York Racing Association, Inc.

Summary of Financial Condition and Unaudited Results of Operation
Year to Date Ended June 30, 2013 Compared to Year to Date Ended June 30, 2012 and Budget

Year to Date Ended June 2013 Results Compared to Year to Date Ended June 2012 Results and Budget EXECUTIVE SUMMARY Proforma, Unaudited, Non-GAAP Income Statement
For Six Months

(in thousands) HANDLE & ATTENDANCE Race Days Attendance (Live Track) Total Handle (in thousands) RACING RELATED REVENUE On-track Export revenue New York OTB Sub-total gross pari-mutuel revenue less: Statutory and Other Rewards Rebate Stakes & Purses Other statutory payments Sub-total Statutory and Other Net wagering revenue Other revenue, net On-track racing related revenue, net Net Revenue From Racing Operations OPERATING EXPENSES Labor Expense Operating Supplies Utilities Temporary Help and Outside Services Cable Contract/Video Streaming Telephone & Communications Professional Fees: Legal Fees Consulting TOTE Expense Rentals & Leases Repairs & Maintenance Insurance Marketing & Advertising Other Expenses Total Operating Expenses Operating Income Plus: Net VLT Revenue Less: Non-Operating Expenses Net Income/(Loss)

Ending June 30th

Change $ (10) (104,829) ($58,191) % (8.1%) (17.6%) (5.1%) Budget 117 573,557 $1,103,230 $

Change % (4) (81,551) ($27,334) (3.5%) (16.6%) (2.5%)

2013 113 492,006 $1,075,896

2012 123 596,835 $1,134,087

$48,935 44,113 13,430 $106,478 $1,246 45,621 6,910 $53,778 $52,701 $5,362 3,188 $61,251

$52,460 45,252 14,452 $112,164 $1,602 48,129 7,754 $57,486 $54,678 $5,513 3,935 $64,125

($3,525) (1,139) (1,023) ($5,686) ($356) (2,508) (844) ($3,708) ($1,978) ($150) (747) ($2,875)

(6.7%) (2.5%) (7.1%) (5.1%) (22.2%) (5.2%) (10.9%) (6.5%) (3.6%) (2.7%) (19.0%) (4.5%)

$53,417 43,522 13,349 $110,288 $1,672 47,001 7,485 $56,159 $54,129 $5,630 3,291 $63,050

($4,482) 591 81 ($3,810) ($426) (1,380) (575) ($2,381) ($1,429) ($268) (103) ($1,799)

(8.4%) 1.4% 0.6% (3.5%) (25.5%) (2.9%) (7.7%) (4.2%) (2.6%) (4.8%) (3.1%) (2.9%)

$40,766 1,347 3,727 3,196 1,433 3,093 1,446 1,911 1,108 1,168 2,955 3,983 2,505 2,935 $71,572 ($10,322) $27,238 8,757 $8,160

$36,780 1,138 3,437 3,572 1,358 3,354 2,761 2,270 1,137 1,095 2,769 3,261 2,120 4,153 $69,204 ($5,079) $23,276 10,172 $8,026

$3,986 209 290 (376) 75 (261) (1,315) (359) (29) 73 186 723 384 (1,218) $2,368 ($5,243) $3,962 (1,415) $135

10.8% 18.4% 8.4% (10.5%) 5.5% (7.8%) (47.6%) (15.8%) (2.5%) 6.7% 6.7% 22.2% 18.1% (29.3%) 3.4% 103.2% 17.0% (13.9%) 1.7%

$40,041 1,307 3,690 2,910 1,420 3,307 690 1,306 1,133 1,090 2,954 3,486 3,252 2,897 $69,485 ($6,435) $23,144 10,336 $6,374

$724 40 36 286 13 (214) 756 605 (25) 78 1 497 (748) 37 $2,088 ($3,887) $4,094 (1,579) $1,786

1.8% 3.1% 1.0% 9.8% 0.9% (6.5%) 109.6% 46.3% (2.2%) 7.1% 0.0% 14.3% (23.0%) 1.3% 3.0% 60.4% 17.7% (15.3%) 28.0%

1 Unaudited and Unreviewed

Handle and Attendance Results June 2013 year to date handle and attendance results were impacted by reduced racing days compared to last year and budget. There were 113 race days during the six months ended June 2013, ten fewer race days compared to last year. Six were due to Board and Gaming Commission approved reduction for equine safety initiatives and four were weather related cancellations. There were four fewer race days compared to budget which assumed six weather related cancellations. Estimated on-track attendance, at the track conducting live racing, was 492,006, a decrease of 104,829 or 18% compared to last year. The decrease is primarily attributable to fewer race days and reduced attendance on Belmont Stakes Day which was impacted with comparison to last years Triple Crown potential. During the six months ended June 30, 2013, NYRA generated $1.076 billion in total handle compared to $1.134 billion last year for a decrease of $58.0 million or 5%. NYRA on-track handle of $284.2 million decreased $15.2 million or 5% compared to the same period last year. Export handle of $791.7 million decreased $43.0 or 5% compared to the same period last year. Total handle was lower than budget by $27.3 million or 3% due to fewer than expected race days. Year to date through June 30, 2013, the average field size was 7.39 compared to 7.78 for the same period last year, primarily due to the December 2012 medicine rule change. Field size was impacted to a lesser extent by weather, specifically during the first quarter of 2013 when compared to the unseasonably mild first quarter of 2012. Although there was a decrease in field size, average handle per betting interest increased $6,781 or 6% to $116,352 compared to last year.

Net Revenue From Racing Operations NYRA earned net revenue from racing operations totaling $61.3 million, a decrease of $2.9 million or 5% compared to last year. The decrease in net revenue from racing operations is primarily due to ten fewer race days compared to last year as well as reduced revenue on Belmont Stakes Day. Net revenue from racing operations was below budget by $1.8 million or 3% primarily due to four fewer than expected race days. Operating Expenses Operating expenses of $71.6 million increased $2.4 million or 3% compared to prior year due to increases in labor expense (retroactive pay, staffing increases, and NYRA President transition), workers compensation insurance, operating supplies, utilities and marketing & advertising expenses, partially offset by decreases in legal and consulting fees, other expenses and temporary help & outside service expense. The increase in expenses was $2.1 million or 3% higher than budget primarily due to costs associated with higher than expected legal fees associated with integrity counsel, workers compensation costs and labor expense related to a retroactive pay accrual for cleaners and frontside security based on current collective bargaining negotiations, and costs associated with the NYRA President transition.

2 Unaudited and Unreviewed

Operating Income/(Loss) From Racing Operations During the six months ended June 2013, NYRA had an operating loss from racing operations totaling $10.3 million, an increase of $5.2 million or 103% compared to last year and $3.9 million or 60% higher than budget. VLT Revenue During the six months ended June 2013, NYRA earned approximately $54.3 million in VLT revenue of which $27.1 million was available for stakes and purses, $15.6 million was available for capital expenditures and $11.7 million was available for NYRA operations. Gross VLT revenue increased $9.4 million compared to last year primarily due to a 0.50% increase in purse funding effective October 28, 2012 as well as a $64 or 18% increase in win per machine (WPM) results at Resorts World. WPM for the six months ended June 30, 2013 averaged $430 compared to an average of $365 during the same period last year. VLT revenue was budgeted in line with 2012 results. Non-Operating Expenses Non-operating expenses totaling $8.8 million, which consist of retiree benefits, pension and depreciation, decreased $1.4 million or 14% compared to last year and was below budget by $1.6 million or 15%. The decrease in non-operating expenses is attributable to the conversion from FASB to GASB reporting standards which impacts the way in which pension and retiree benefits are recognized and recorded, partially offset by an increase in depreciation expense and income tax expense. Net Income/(Loss) During the six months ended June 2013, NYRAs net income was $8.2 million, an increase of $135,000 or 2% compared to last year and was $1.8 million or 28% higher compared to budget. The favorable variances year over year and to budget are due to increased VLT revenue and decreased non-operating expenses partially offset by increased operating expenses as noted above. Capital Projects During the six months ended June 2013, NYRA spent approximately $7.3 million on capital improvements including payments of approximately $980,000 for 2012 related capital projects. Major expenditures included barn area upgrades and patron area improvements at all three race tracks, work related to the CAFO and Storm Water Management project at Belmont, the purchase of high definition cameras and television production equipment for the new TV trailer, telephone system upgrades, the installation of the Trackus digital sports information system at Belmont and the purchase of an ambulance. $25 Million Genting LLC Loan Facility During the six months ended June 2013, NYRA paid $6.8 million towards the loan, of which $6.7 million was applied towards principal and $140,000 was applied towards interest. As of June 30, 2013, NYRA had an outstanding loan balance of $10.4 million due Genting LLC. Based on current VLT revenue projections, the loan is expected to be repaid in full by April 2014.

3 Unaudited and Unreviewed

Industry Update Based on Equibase data for the six months ended June 2013, wagering on U.S. races decreased 1% compared to a 7% decrease in wagering on NYRA races. The primary driver of the reduction was ten fewer race days. NYRA contributed 5% of total industry race days, offered 12% of purses and generated 16% of thoroughbred handle across the United States. Every dollar invested in purses at NYRA during the six months yielded $15.29 in handle compared to $10.93 industry-wide.

4 Unaudited and Unreviewed

EXHIBIT 1
HANDLE STATISTICS YEAR TO DATE JUNE 2013 COMPARED TO YEAR TO DATE JUNE 2012 AND BUDGET
For the Six Months Ending June 30th Change $ % Change

2013 RACING DAYS ATTENDANCE - Live Race Days, Live Track ATTENDANCE - Live Race Days, Non-Live Track DAILY AVERAGE ATTENDANCE at Live Track PER-CAPITA BET ON LIVE DAYS AT LIVE TRACK ON-TRACK HANDLE COMPONENTS ADW (PHONE, INTERNET & ON-TRACK) BELMONT AQUEDUCT TOTAL NYRA ON-TRACK HANDLE DAILY AVERAGE ON-TRACK HANDLE OFF-TRACK HANDLE (EXPORT) NYOTB DOWNSTATE NYOTB UPSTATE NY INTER-TRACK WAGERING OUT-OF-STATE INTERNATIONAL SEPARATE POOL TOTAL OFF-TRACK (EXPORT) DAILY AVERAGE OFF-TRACK HANDLE TOTAL HANDLE DAILY AVERAGE TOTAL HANDLE 113 492,006 146,914 8,597 $268

2012 123 596,835 141,220 9,778 $261

BUDGET 117 573,557 139,794 9,759 $261

-10 -104,829 5,694 -1,182 $7

-8.1% -17.6% 4.0% -12.1% 2.7%

-4

-3.4%

-81,551 -14.2% 7,120 5.1% -1,162 -11.9% $7 2.7%

$119,800,040 64,875,222 99,527,939 $284,203,202 $2,515,073

$122,270,356 70,090,282 107,062,590 $299,423,227 $2,434,335

-$2,470,316 -5,215,059 -7,534,650 -$15,220,026 $80,737

-2.0% -7.4% -7.0% -5.1% 3.3%

$128,366,227 69,458,339 108,368,943 $306,193,509 $2,617,039

-$8,566,187 -4,583,117 -8,841,003 -$21,990,307 -$101,966

-6.7% -6.6% -8.2% -7.2% -3.9%

$57,761,569 28,317,731 19,427,453 675,298,795 10,887,354 $791,692,901 $7,006,132 $1,075,896,103 $9,521,204

$65,851,843 31,768,555 22,634,491 709,403,904 5,005,179 $834,663,972 $6,785,886 $1,134,087,199 $9,220,221

-$8,090,274 -12.3% -3,450,824 -10.9% -3,207,038 -14.2% -34,105,109 -4.8% 5,882,175 117.5% -$42,971,071 -5.1% $220,246 3.2% -$58,191,097 $300,983 -5.1% 3.3%

$58,131,290 29,062,448 19,728,729 680,439,872 9,674,000 $797,036,340 $6,812,276 $1,103,229,849 $9,429,315

-$369,721 -0.6% -744,718 -2.6% -301,277 -1.5% -5,141,077 -0.8% 1,213,353 12.5% -$5,343,439 -0.7% $193,855 2.8% -$27,333,746 $91,890 -2.5% 1.0%

5 Unaudited and Unreviewed

SPONSORED EVENTS: SARATOGA 2013

150 Years! As Saratoga celebrates the 150 anniversary of the first organized race meet in the Spa City, The New York Racing Association proudly sponsored a variety of events and activities during the 2013 meet designed to actively engage racing fans, the industry and the Saratoga community.

th

SARATOGA 150
HOOFPRINTS WALK OF FAME
This year saw the introduction of a new historical display at the Clubhouse entrance pay homage to the most accomplished thoroughbreds to compete at Saratoga Race Course during its 150-year history the Hoofprints Walk of Fame. The initiative was supported by a press conference to announce the inaugural class of honorees at the National Museum of Racing and an unveiling of the attraction prior to the start of the meet.

PRE-MEET PRESS EVENT

The New York Racing Association hosted its annual pre-meet press conference at the Fasig-Tipton Pavilion to announce various notable events, activities and initiatives th for the 2013 Saratoga meet and the 150 anniversary celebration.

SARATOGA 150 HORSE

The New York Racing Association and the Saratoga 150 Committee unveiled a new th artwork designed by famed equine artist Robert Clark in honor of the 150 anniversary season. The three-dimensional, fiberglass horse features approximately 100 hand-painted images which provide an illustrative history of Saratoga Race Course over the past 150 years. Positioned immediately inside the Clubhouse gates, the horse was named SPAtacular in a naming contest for fans.

$15K WEEKLY WIN WAGER

The New York Racing Association provided promotional support for the series of $15K Win Wagers sponsored by Saratoga 150 Honorary Chairs Marylou Whitney and John Hendrickson. The promotion offered a total of five fans the opportunity to place a $15K win wager on a major stakes race. Two of the first three contestants have been winners, netting $21,000 and $22,500 respectively.

150th ANNIVERSARY CELEBRATION AUGUST 3, 2013

On Saturday, August 3, Saratoga Race Course celebrated its official 150 anniversary in conjunction with the running of the historic Grade 1 Whitney Handicap. Festivities for the day included a commemorative poster giveaway designed by equine cartoonist PEB, a special birthday cake designed by Buddy Valastro, star of the television series Cake Boss, and various fan activities on property.
th

FLORAL FETE PROMENADE & ICE CREAM SOCIAL

The Saratoga 150 Committee hosted a parade and ice cream social in downtown Saratoga for residents and fans. The parade featured flower-adorned buggies, free ice cream and activities for families. The event was attended by over 35,000.

WHITNEY VIEWING STAND

In conjunction with the Saratoga 150 Committee, The New York Racing Association designed, built and unveiled the Whitney Viewing Stand. Overlooking the Oklahoma Training Track, the Whitney Viewing Stand offers racing fans an unprecedented view of the morning workouts. The unveiling was well attended by the media and there has been a steady increase in fan interest since its opening.

ORCHESTRAL PERFORMANCE
Along with his family, Saratoga 150 Chairman Charles Wait hosted opening night of the Philadelphia Orchestra at Saratoga Performing Arts Center on Thursday, August th 8. The orchestra performed the world premiere of Serenade in honor of the 150 anniversary season of Saratoga Race Course.

FANS
OPEN HOUSE
The New York Racing Association organized and executed the first concert at Saratoga Race Course in 40 years for the annual pre-season preview, Open House. th The concert, featuring Disney Channel star Zendaya, kicked off the 150 anniversary season in a spectacular way. Over 22,000 people attended the Open House and concert, including new fans from the youth and female demographics, and generated significant media coverage for start of meet.

ANNUAL HAT CONTEST

The 22 annual Hat Contest at Saratoga highlighted the tradition of style and glamour at the track. Over 300 participants entered the popular contest, which reinforced fashion imagery at the track, engaged family, women and kids, and generated significant media attention.
nd

FAMILY FRIDAYS
A weekly event geared towards families Family Friday features games, activities and vendors all themed for family and kids each Friday at the newly installed event tent near the Reserved Seats Entrance.

BREAKFAST WITH THE JOCKEYS

Popular jockeys John Velasquez, Javier Castellano, Richard Migliore and other riders hosted an open autograph session during Breakfast on the Porch twice during the meet.

COLLEGE DAY
Now in its fourth year, the annual College Day invites the next generation of fans to experience Saratoga Race Course while receiving the opportunity to win a $1,000 scholarship following each race courtesy of The New York Racing Association.

TasteNY
Every Sunday, various food and artisan vendors from New York are provided a venue on-track to present and sell their products. The TasteNY program is a platform established by the state and a means to reinforce The New York Racing Associations commitment to supporting New York products and businesses in conjunction with the New York State Department of Agriculture and Markets.

INTERNATIONAL DAY
The first ever International Day at Saratoga Race Course celebrated cultures and heritages from around the globe. The day featured cultural dance performances, ontrack representation from local cultural organizations and a visit from New York Secretary of State Cesar A. Perales and the New York State Office for New Americans (ONA). The day also served as a platform to promote ONA, the first statewide office whose sole focus is to assist New York States immigrants in their efforts to contribute to the economy and become a part of the family of the New York.

BATTLE OF SARATOGA HANDICAPPING CONTEST

Over 200 horseplayers from around the country attended the annual, award-winning Battle of Saratoga Handicapping Tournament. The event encourages wagering and celebrates the skill of handicapping.

FABULOUS FILLIES DAY

Designed to celebrate the role of women in thoroughbred racing, the annual event highlights the style, glamour and contributions of racings female fans while raising funds to support The Breast Cancer Research Foundation. This years event featured the return of the Sizzling Hot Pint Saratoga Hat Luncheon, a fashion show and other activities geared towards attracting women to Saratoga.

TRAVERS 1864 RESTAURANT WEEK

The week-long initiative promotes and drives awareness for the Grade 1, $1 million Travers by offering a special prix-fixe menu at restaurants throughout the Greater Capital Region for the price of $18.64 in honor of the year of the first running of the historic stakes race. Nearly 40 restaurants throughout the Capital Region participated in this years promotion.

STEWARTS ICE CREAM EATING CONTEST

The Stewarts Ice Cream Eating Contest is an annual fun, family event that sees who can eat a pint of ice cream the fastest. The contest offers categories for kids, teens and adults and is a perennial favorite among local and regional media.

FREE BEER AND HOT WINGS

Hundreds of fans spent the morning at the track to see the nationally syndicated talk radio show Free Beer and Hot Wings broadcast live from Saratoga Race Course. The syndicated show is heard on radio stations in 15 states throughout the Midwest and East Coast.

BATTLE OF THE BREWS

Held in the event tent, the annual Battle of the Brews offers track patrons the opportunity to sample a variety of beers from microbreweries to benefit the local chapter of the America Red Cross.

RACING FEATURES
JOHN VELAZQUEZ
John Velazquez becomes the all-time leading rider at Saratoga with 694 wins on July 27 after winning the race for trainer Todd Pletcher.

FASIG-TIPTON FESTIVAL OF RACING & ANNUAL SALES

Fasig-Tipton continues its sponsorship of The New York Racing Association with the annual Fasig-Tipton Festival of Racing on August 3 and 4. The on-track festival leads up to the annual Saratoga thoroughbred sales.

EQUINE RETIREMENT DAY

2003 Kentucky Derby and Preakness winner Funny Cide made a special appearance in the paddock to launch Equine Retirement Day at Saratoga Race Course. As many as a dozen thoroughbred retirement organizations were represented on track, where they collected donations and had literature available for the public.

NEW OWNERS LUNCHEON

Held on Sunday, August 18, the New Owners Luncheon is a program run by former jockey Richard Migliore to introduce new owners to the thoroughbred industry by having various speakers and providing a day at the races they will never forget.

JOCKEY PLAQUE CEREMONY

A commemorative plaque honoring the top three jockeys of all-time at Saratoga Race Course - John Velazquez, Jerry Bailey and Angel Cordero, Jr. was unveiled oneth day prior to the 144 running of the Travers.

CEREMONY TO HONOR RAMON DOMINGUEZ

The New York Racing Association named the days fourth race on Sunday, August 25 in honor of three-time Eclipse Award Outstanding Jockey winner Ramon Dominguez, who announced his retirement in June following injuries sustained in an accident at Aqueduct Racetrack in January 2013. The special ceremony included a video tribute in honor of the celebrated rider.

TWO-YEAR OLD BONUS PROGRAM

Wired Bryan trained by Michale Dilger and owned by Anstu Stables wins the Sanford Stakes and earns the 2-year-old bonus of $100,000 for breaking maiden at Belmont.

COACHING CLUB AMERICAN OAKS

Princess of Sylmar sweeps the Grade 1 Coaching Club America Oaks and Grade 1 Alabama for Todd Pletcher and King of Prussia Stable.

JIM DANDY
Belmont Winner Palace Malice, trained by Todd Pletcher and owned by Dogwood Stable, wins the Grade 1 Jim Dandy.

SAGINAW
New York Bred Saginaw wins the John Morrissey and stays undefeated in 2013 with his fifth win in a row.

WISE DAN
2012 Horse of the Year Wise Dan wins the Grade 2 Fourstardave, his ninth race in a row, while carrying a personal record of 129 pounds.

CHAD BROWN KEN AND SARAH RAMSEY

Big Blue Kitten wins the Grade 1 Sword Dancer Invitational for trainer Chad Brown and owners Ken and Sarah Ramsey, who have the same connections as the winner of the Arlington Million at Arlington Park on the same day.

BROADCAST TV
SUMMER AT SARATOGA SERIES
EPISODE 2013 RATING 2012 RATING NOTES

July 27th (Jim Dandy & Diana) August 3rd (Whitney Invitational)* August 10th (Fourstardave)* August 11th (Adirondack Stakes & Saratoga Special) August 17th (Alabama & Sword Dancer Invitational)

0.13 0.63 0.7 0.06 0.12

0.115 0.64 N/A 0.07 0.07

Up YOY; 2012 rating is a cume over two hour broadcast Ratings stet YOY; 50% increase from lead in (motor cross race) NBC Sports highest rated show for the weekend; Did not cover in 2012 due to Olympics Not a direct comparison due to different 2012 broadcast air 57% increase YOY and significant increases in the demo.

*Appeared on NBC network; All others appeared on the NBC Sports Network

THE NEW YORK RACING ASSOCIATION, INC. REORGANIZATION BOARD COMMITTEES 2013 (as of 6/12/13) (Management Liaison) David J. Skorton, Chairman * Executive Committee David J. Skorton, Chair Michael Del Giudice Michael Dubb Vincent Tese Charles V. Wait (CEO and President) Audit and Compliance Committee Joseph Spinelli, Chair Stuart Subotnick Charles V. Wait Barry Ostrager (CFO and General Counsel) Compensation Committee Vincent Tese, Chair Rick Cotton Stuart Janney Earle Mack Joseph Spinelli (SVP of Human Resources) Equine Safety Committee Anthony Bonomo, Chair Chester Broman, ex officio Bobby Flay John Hendrickson Earle Mack Stuart Janney Richard Violette, ex officio (VP of Facilities and Racing Surfaces) Finance Committee Stuart Subotnick, Chair Rick Cotton Michael Dubb C. Steven Duncker Robert Megna Barry Ostrager Richard Violette, ex officio (CFO) * In addition to chairing the Executive Committee, David J. Skorton serves as an ex officio member of all committees

Nominations and Governance Committee Michael Del Giudice, Chair Anthony Bonomo Bobby Flay Barry Ostrager Jane Rosenthal (General Counsel) Public Hearings and Communications Committee Jane Rosenthal, Chair Bobby Flay John Hendrickson Charles V. Wait (Chief Marketing Officer) Racing Committee Leonard Riggio, Chair C. Steven Duncker Bobby Flay Barry Ostrager Richard Violette, ex officio (VP and Director of Racing) Long-Term Planning Michael Dubb, Co-Chair Bobby Flay, Co-Chair Rick Cotton Michael Del Giudice Richard Violette, ex officio (VP of Corporate Development)

DISBAND CEO SEARCH COMMITTEE RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of _______________, seconded by ________________, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby approve the disbanding of the CEO Search Committee.

EXECUTIVE COMMITTEE CHARTER Board of Directors The New York Racing Association, Inc. I. Purpose The Executive Committee (Committee) of the Board of Directors (Board) of The New York Racing Association, Inc. (NYRA) has been constituted by the Board in accordance with 207 of the New York Racing, Pari-Mutuel Wagering and Breeding Law and NYRAs Bylaws. The Committee shall assist the Board in monitoring NYRAs efforts to operate with the highest degree of integrity and in an efficient and transparent manner. II. Operations of the Committee 1. Composition. The Committee shall consist of not less than three Directors, one of whom shall be a Class B Director appointed to the Board by the Governor (who shall be entitled to designate such Class B Director to serve on the Committee) and include at least one of the Class B Directors appointed by the temporary president of the senate and at least one of the Class B Directors appointed by the speaker of the assembly (to the extent any such Class B Director, as described in subsections (b) and (d) of Section Sixth of NYRAs Certificate of Incorporation is serving on the Board). In the event that the Governor fails to designate the Class B Director to serve on the Committee, such failure shall result in a vacancy on the Committee until such time as the Governor designates, and the Board appoints, the Class B Director to serve on the Committee, and such vacancy shall not impair or hinder the ability of the Committee to take any action. The Chair of the Board, shall serve as the Chair of the Committee. Subject to Section 6.02 of NYRAs Bylaws, each member shall serve on the Committee at the pleasure of the Board and any vacancy that shall occur on the Committee for any reason, including an increase in the number of Directors of the Board, shall be filled by resolution adopted by the full Board in a manner consistent with the Bylaws. 2. Meetings. In order to discharge its responsibilities, the Committee shall each year establish a schedule of meetings. The Committee will meet at least quarterly each year. Additional meetings may be scheduled as required. 3. Conduct of Meetings. A quorum at any Committee meeting shall be a majority of its members. All determinations of the Committee shall be made either at a meeting duly called and held, at which a quorum was present and acting, or by a written consent to the actions taken signed by all of the members of the Committee. Meetings may be conducted by telephone or similar communications equipment, when permitted by the Chair of the Committee, at any meeting at which a quorum is present. The Committee shall report to the full Board regarding its activities and the actions undertaken, at the next regular Board meeting. 4. Documentation and Reports. The Chair of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, 1

together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all of the Committees shall be prepared to document the Committees discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record and shall be approved at a subsequent meeting of the Committee. The Committee shall make regular reports to the Board. 5. Resources. The Committee will have the resources and authority necessary to discharge its duties and responsibilities. Subject to the approval of the full Board, the Committee has the authority to retain independent financial, legal or other advisors. NYRA shall provide funding, as determined by the Committee, for payment of compensation to any independent advisors or administrative support employed by the Committee. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of NYRA, and the Committee will take all necessary steps to preserve the privileged nature of those communications. III. Responsibilities and Authority The principal responsibilities and/or authority of the Executive Committee include, but are not limited to, the following: 1. Exercising the power of the Board in the management of NYRAs affairs when time is of the essence and/or in otherwise urgent matters. 2. Ensuring that NYRAs financial and business management policies and practices remain compliant with current laws and regulations, reflect the best ethical standards, and ensure prudent fiscal stewardship. 3. Establish, oversee and support an optimal management structure and leadership for NYRA. 4. Optimize NYRA relations with its host communities, racing organizations and relevant governmental entities within New York State. 5. Ensure that NYRAs operations provide a safe environment for all of its stakeholders, including guests, horses, jockeys, employees, barn area workers, and others.. 6. Prepare NYRA for re-privatization. 7. The Executive Committee (and the Board) shall have oversight of the President, who shall keep the Executive Committee (and the Board) fully informed about the affairs of NYRA. IV. Evaluation of Committee The Committee will perform an annual self-evaluation. Each Committee member will be requested to present an assessment of the Committee. The assessments should include the Committee contribution as a whole, and specific areas in which the Committee believes its respective contributions could be improved. The assessment will be organized by the Nominations and Governance Committee for discussion with the

Board and the Committee.

V.

Management Liaison The Chief Executive Officer and President is the management liaison with the Executive Committee.

AUDIT AND COMPLIANCE COMMITTEE CHARTER Board of Directors The New York Racing Association, Inc. I. Audit and Compliance Committee Purpose

The Audit and Compliance Committee is appointed by the Board of Directors to represent and assist the Board in fulfilling its general oversight of the New York Racing Association, Inc.s accounting and financial reporting processes, audits of the financial statements and internal control and internal audit functions, ethics and compliance, regulatory compliance and special oversight. The Audit and Compliance Committees primary duties and responsibilities are to: Serve as an independent and objective party to monitor the integrity of the NYRAs financial reporting process and systems of internal controls regarding finance, accounting, operations and legal compliance. Oversee compliance with legal and regulatory requirements including NYRAs standards and policies and NYRAs Ethics and Compliance Program. Monitor the qualifications, independence, and performance of the NYRAs independent auditors and internal auditing department. Provide oversight of NYRAs tax policy. Provide an avenue of communication among the independent auditors, management, the internal auditing and the Board of Directors. Provide oversight of NYRAs policy that its employees comply with all applicable statutes, rules and regulations pertaining to the conduct of Thoroughbred horse racing and the oversight thereof by the New York State Franchise Oversight Board and the New York State Racing and Wagering Board. Monitor the qualifications, independence and performance of NYRAs outside Integrity Counsel.

The Audit and Compliance Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization. The Audit and Compliance Committee has the ability to retain, at the New York Racing Association, Inc.s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

II.

Audit and Compliance Committee Composition and Meetings

Audit and Compliance Committee members shall meet the requirements set forth by the major national securities exchanges and associations. The Audit and Compliance Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent nonexecutive directors, free from any relationship that would interfere with the exercise of his or her independent judgment. All members of the Committee shall have, or within a reasonable period of time after appointment to the Audit and Compliance Committee shall have, a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one member of the Committee shall have accounting or related financial management expertise. Audit and Compliance Committee members as well as the Audit and Compliance Committee Chair shall be appointed annually by the Board based on the recommendation of the Nominating and Governance Committee. Each appointed Committee member shall serve at the pleasure of the Board of Directors (the Board) and may be removed by the Board at any time. The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Audit and Compliance Committee Chair shall prepare and/or approve an agenda in advance of each meeting. The Committee should meet privately in executive session at least annually with management, the director of the internal auditing department, the independent auditors, and anyone else as desired by the Committee, and as a committee to discuss any matters that the Committee or each of these groups believes should be discussed. In addition, the Committee, or at least its Chair, should communicate with management and the independent auditors quarterly in their review of the internal NYRA financial statements. III. Audit and Compliance Committee Responsibilities and Duties

Review Procedures 1. 2. Review and reassess the adequacy of this Charter at least annually. Submit the Charter to the Board of Directors for approval and have the document published. Review the NYRAs annual audited financial statements prior to filing or distribution. Review should include discussion with management and independent auditors of significant issues regarding accounting principles, practices, and judgments. Review disclosures, if any, made to the Audit and Compliance Committee by NYRAs CEO and CFO about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in NYRAs internal controls. In consultation with the management, the independent auditors, and the internal auditors, consider the integrity of NYRAs financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the independent auditors and the internal auditing department together with managements responses.

3.

4.

5.

Review with management and the independent auditors NYRAs quarterly financial results. Discuss any significant changes to NYRAs accounting principles and any items required to be communicated by the independent auditors in accordance with Statement of Auditing Standards No. 114 The Auditors Communication with those Charged with Governance (SASI 14). The Chair of the Committee may represent the entire Audit Committee for purposes of this review.

Independent Auditors 6. The independent auditors are ultimately accountable to the Audit and Compliance Committee and the Board of Directors. The Audit and Compliance Committee shall review, not less than once in every five-year period, the independence and performance of the auditors and annually recommend to the Board of Directors the appointment of the independent auditors or approve any discharge of auditors when circumstances warrant. Pre-approve all audit services to be provided to NYRA, whether provided by the principal auditor, or other firms, and all other services (review, attest and non-audit) to be provided to NYRA by the independent auditor. Approve the fees and other significant compensation to be paid to the independent auditors and manually review the fees paid to such independent auditors. On an annual basis, the Committee should request from the independent auditors a formal written statement delineating all relationships between the independent auditor and NYRA and review and discuss with the independent auditors all significant relationships they have with NYRA that could impair the auditors independence. Review the independent auditors audit plan discuss scope, staffing, locations, reliance upon management, and internal audit and general audit approach. Prior to releasing the year-end earnings, discuss the results of the audit with the independent auditors. Discuss matters required to be communicated to audit committees in accordance with SAS114. Obtain and review a report from the independent auditor on (a) all critical accounting policies and practices used by NYRA, (b) alternative treatments within accounting principles generally accepted in the United States of America, for policies and practices related to material items discussed with NYRA management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (c) other material written communications between the independent auditor and management.

7.

8. 9.

10. 11.

12.

Internal Audit Department and Legal Compliance 13. Review the charter, budget, plan, changes in plan, activities, organizational structure, and qualifications of the internal audit department, as needed.

14. 15. 16.

Review the appointment, performance, and replacement of the director of internal audit executive. Review significant reports prepared by the internal audit department together with managements response and follow-up to these reports. On at least an annual basis, review with NYRAs counsel, any legal matters that could have a significant impact on the organizations financial statements, NYRAs compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

Special Oversight Responsibilities 17. Ensure that NYRA takes all appropriate steps to identify and eliminate opportunities for its employees and others to engage in unlawful conduct relating to NYRAs operations and to monitor NYRAs effors to operate with the highest degree of integrity and in an efficient and transparent manner, Pursuant to section 206(5) of the Racing, Pari-Mutuel Wagering and Breeding Law, NYRA is required to retain an independent business integrity counsel to act as an independent source to help ensure the integrity of NYRA, its officers and employees, and its operations. The Integrity Counsel will work with NYRA management to advise upon compliance matters, and to assist in managements attempts to interpret and comply with its own internal controls and procedures, code of ethics, and the performance standards contained within NYRAs Franchise Agreement with the State of New York. The Committee will act as the decision maker in the hiring of NYRAs Integrity Counsel. The Integrity Counsel will be required to provide advice and make regular reports to the Committee of its findings, as directed and requested by the Committee. Moreover, the Integrity Counsel will work with the Committee and NYRA management to develop, implement, and audit state of the art and best practices with regard to NYRAs ongoing efforts to detect and eliminate instances of illegal activity and cheating related to performance enhancing drugs and pari-mutuel wagering integrity. The Committee will report to the full Board on the steps NYRA is taking to ensure that its security and control policies and procedures are effective, efficient and reasonably targeted at preventing all possible avenues of unlawful conduct.

18.

19.

20.

Other Audit and Compliance Committee Responsibilities 21. 22. Monitor compliance with the Franchise Agreement and NYRAs Ethics and Compliance Program. Perform any other activities consistent with this Charter, the New York Racing Association, Inc.s by-laws, and governing law, as the Committee or the Board deems necessary or appropriate.

23. 24. 25. 26.

Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities. Periodically perform self-assessment of audit committee performance. Review financial and accounting personnel succession planning within NYRA. Annually review policies and procedures as well as audit results associated with directors and officers expense accounts and perquisites. Annually review a summary of director and officers related party transactions and potential conflicts of interest. Establish procedures for the receipt, retention and confidential and anonymous treatment of complaints received by NYRA regarding accounting, internal accounting controls or auditing. Review and discuss with management and the independent auditors any correspondence with regulators or governmental agencies which raise material issues regarding NYRAs financial statements, system of internal controls or accounting policies and practices. Periodically, but not less than annually, review the adequacy of compliance with AntiMoney Laundering Programs. Periodically assess whether NYRA has implemented appropriate internal risk management. Periodically assess, but not less than annually, NYRAs insurance programs and tax policy. Periodically assess NYRAs enterprise risk management programs, practices and procedures. Evaluation of Committee

27.

28.

29. 30. 31. 32.

IV.

The Committee will perform an annual self-evaluation. Each Committee member will be requested to present an assessment of the Committee. The assessments should include the Committee contribution as a whole, and specific areas in which the Committee believes its respective contributions could be improved. The assessment will be organized by the Nominations and Governance Committee for discussion with the Board and the Committee.

V.

Management Liaison

The CFO and General Counsel are the management liaisons with the Audit and Compliance Committee.

COMPENSATION COMMITTEE CHARTER Board of Directors The New York Racing Association, Inc.

I.

PURPOSE

The Compensation Committee (the Committee) of the Board of Directors (the Board) of The New York Racing Association, Inc. (NYRA) has been constituted by the Board in accordance with 207 of the New York Racing Pari-Mutuel Wagering and Breeding Law to assist the Board in setting executive compensation guidelines, such guidelines and recommendations to be consistent with the operation of other first class thoroughbred racing operations in the United States. In addition, the Committee may review and make recommendations regarding employment agreements, compensation plans, severance terms, and other relevant policies and programs of NYRA. II. ORGANIZATION

The Committee shall consist of no fewer than five members (in addition to the Chairman of the Board, who shall serve as a member ex officio). The members of the Committee shall be appointed by the Board and shall include at least one of the Class B Directors appointed by the governor (to the extent any such Director is serving on the Board). Subject to Section 6.02 of NYRAs Bylaws, each member shall serve on the Committee at the pleasure of the Board and any vacancy that shall occur on the Committee for any reason, including an increase in the number of Directors of the Board, shall be filled by resolution adopted by the entire Board in a manner consistent with the Bylaws. III. MEETINGS

The Committee shall meet as often as it determines, but at least twice a year. Action by the Committee shall be upon the vote of a majority of those present in person, or by telephone or similar communications equipment, when permitted by the Chairperson of the Committee, at any meeting at which a quorum is present. Meetings of the Committee may be held telephonically. The Committee shall report to the full Board regarding its activities and the actions undertaken, at the next regular Board meeting. IV. RESPONSIBILITIES AND AUTHORITY 1. Review CEO compensation for the year and any increase and bonus. 2. Develop goals for the following year by which to determine the CEOs performance. 3. Review salaries of the CEOs direct reports based on recommendations made by CEO.

4. Review annually the compensation plans in place for other employees, including unions. 5. Review plans for the development of the skills and expertise of the organizations employees. V. Consultants

Subject to the approval of the full Board, the Committee has the ability to retain, at NYRAs expense, consultants or experts it deems necessary in the performance of its duties. VI. Evaluation of Committee

The Committee will perform an annual self-evaluation. Each Committee member will be requested to present an assessment of the Committee. The assessments should include the Committee contribution as a whole, and specific areas in which the Committee believes its respective contributions could be improved. The assessment will be organized by the Nominations and Governance Committee for discussion with the Board and the Committee.

VII.

Management Liaison The SVP of Human Resources is the management liaison with the Compensation Com-

mittee.

FINANCE COMMITTEE CHARTER Board of Directors The New York Racing Association, Inc. I. Purpose

The purpose of the Finance Committee (Committee) is, on behalf of the Board of Directors (the Board), to review annual operating and capital budgets for each of the three racetracks operated by NYRA; to review strategies for achieving financial objectives; to review financial performance results; to oversee the administration and effectiveness of financial risk management policies; and to report to the Board the conclusions of the Committee regarding these matters. II. Operations of the Committee 1. Composition. The Committee is comprised of at least [three] Board members, at least one of whom shall be a Board member appointed by the Governor, in addition to the Chairman of the Board, who shall serve as a member ex officio. Committee members are appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee and may be replaced by the Board. The Chairman of the Board may propose a Committee member to serve as chairperson of the Committee, subject to approval of the Board. Schedule of Meetings. In order to discharge its responsibilities, the Committee shall each year establish a schedule of meetings. The Committee shall meet at least quarterly. Additional meetings may be scheduled as required. Conduct of Meetings. A quorum at any Committee meeting shall be a majority of its members. All determinations of the Committee shall be made by either at a meeting duly called and held, at which a quorum was present and acting, or by a written consent to the actions taken signed by all of the members of the Committee. Documentation and Reports. The Chair of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committees discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record and shall be approved at a subsequent meeting of the Committee. The Committee shall make regular reports to the Board. Resources and Authority. The Committee will have the resources and authority necessary to discharge its duties and responsibilities. Subject to the approval of the full Board, the Committee has the authority to retain independent financial, legal or other advisors. The Company shall provide funding, as determined by the 1

2.

3.

4.

5.

Committee, for payment of compensation to any independent advisors or administrative support employed by the Committee. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications. III. Responsibilities

Subject to the provisions of the Corporate Governance Guidelines, the principal responsibilities and functions of the Finance Committee are as follows: 1. Review and provide guidance to the Board and management about: i. ii. iii. iv. v. vi. vii. viii. ix. x. xi. xii. Annual operating budget for all NYRA and capital budgets for each of the three racetracks. Policies relating to the Companys cash flow, cash management and working capital, and investments. Adjustments to the Companys capital structure. Annual budget and business plan. Financial strategies. Working capital and cash flow management. Policies for managing interest rate, foreign exchange, and investment risk. The financial aspects of insurance and risk management. Tax planning and compliance. Proposed mergers, acquisitions, divestitures and strategic investments. Other transactions or financial issues that management desires to have reviewed by the Finance Committee. Any capital expenditure by the Company for property, plant or equipment, where the amount involved for a specific project or items is in excess of $250,000.

2. 3.

The Committee shall have general oversight responsibility for the Companys treasury activities. Develop and implement a plan to substantially improve the housing environment for backstretch workers, and carry out any other duties or responsibilities the Board may assign to the Committee in connection with the racing facilities operated by NYRA. Designate the officers and employees of NYRA who can execute documents and act on behalf of the Company in the ordinary course of business pursuant to previously approved banking, borrowing, and other financing arrangements. Regularly review and make recommendations about changes to the charter of the Committee. Obtain or perform an annual evaluation of the committees performance and make applicable recommendations. 2

4.

5. 6.

IV.

Evaluation of Committee

The Committee will perform an annual self-evaluation. Each Committee member will be requested to present an assessment of the Committee. The assessments should include the Committee contribution as a whole, and specific areas in which the Committee believes its respective contributions could be improved. The assessment will be organized by the Nominations and Governance Committee for discussion with the Board and the Committee.

V.

Management Liaison The Chief Financial Officer is the management liaison with the Finance Committee.

NOMINATIONS AND GOVERNANCE COMMITTEE CHARTER Board of Directors The New York Racing Association, Inc. I. Purpose The Nominations and Governance Committee (Committee) of the Board of Directors (Board) of The New York Racing Association, Inc. (NYRA) has been constituted by the Board in accordance with 207 of the New York Racing, Pari-Mutuel Wagering and Breeding Law and NYRAs Bylaws. The Committee shall oversee matters of corporate governance for the Board, including formulating and recommending governance principles and policies. The Committee is charged with enhancing the quality of nominees to the Board and its committees and ensuring the integrity of the nominating process. II. Operations of the Committee 1. Composition. The Committee shall consist of no less than three (3) Directors (in addition to the Chair of the Board, who shall serve as a member ex officio), at least one (1) of which shall be a Class B Director appointed to the Board in accordance with subsection (b) of Section Sixth of the Certificate of Incorporation (to the extent any such Director is serving on the Board). The Governor shall be entitled to designate the Class B Director to serve on the Committee. In the event that the Governor fails to designate the Class B Director to serve on the Committee, such failure shall result in a vacancy on the Committee until such time as the Governor designates, and the Board appoints, the Class B Director the serve on the Committee, and such vacancy shall not impair or hinder the ability to the Committee to take any action. 2. Schedule of Meetings. In order to discharge its responsibilities, the Committee shall each year establish a schedule of meetings. The Committee will meet a minimum of four times per year. Additional meetings may be schedule as required. 3. Conduct of Meetings. A quorum at any Committee meeting shall be a majority of its members. All determinations of the Committee shall be made either at a meeting duly called and held, at which a quorum was present and acting, or by a written consent to the actions taken signed by all of the members of the Committee. Meetings may be conducted by telephone or similar communications equipment, when permitted by the Chair of the Committee, at any meeting at which a quorum is present. 4. Documentation and Reports. The Chair of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all of the Committees shall be prepared to document the Committees discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record and shall be approved at a subsequent meeting of the Committee. The Committee shall make regular reports to the Board. 1

5. Resources. The Committee will have the resources and authority necessary to discharge its duties and responsibilities. Subject to the approval of the full Board, the Committee has the authority to retain independent financial, legal or other advisors. The Company shall provide funding, as determined by the Committee, for payment of compensation to any independent advisors or administrative support employed by the Committee. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications. III. Responsibilities and Authority The principal responsibilities and/or authority of the Nominations and Governance Committee include, but are not limited to, the following: 1. Identify individuals qualified to become Class A Directors, in accordance with the provisions of Section Sixth of NYRAs Certificate of Incorporation and Article II of NYRAs Bylaws, and consistent with criteria approved by the Board. 2. Nominate any new Directors to be designated by NYRA to replace its existing Directors pursuant to 207 of the New York Racing, Pari-Mutuel Wagering and Breeding Law. 3. Recommend to the Board candidates for membership on Board committees. 4. Develop and recommend to the Board guidelines for effective corporate governance. 5. Lead and oversee the Board in its annual evaluation of the performance of the Board of Directors and Board committees. 6. Develop and recommend to the Board the Charters of each of the committees. 7. Make recommendations to the Board of new Board committees, permanent or ad hoc, or any other means to improve the governance of NYRA. IV. Evaluation of Committee The Committee will perform an annual self-evaluation. Each director will be requested to present an assessment of the Committee. The assessments should include the Committee contribution as a whole, and specific areas in which the Committee believes its respective contributions could be improved. The assessment will be organized by the Nominations and Governance Committee for discussion with the Board and the Committee.

V.

Management Liaison The General Counsel is the management liaison with the Nominations and Governance Committee.

RACING COMMITTEE CHARTER Board of Directors The New York Racing Association, Inc. I. Purpose

The defined purpose of The New York Racing Association, Inc. (NYRA), under its not-for-profit status is to conduct race meetings at one or more thoroughbred racetracks, to conduct pari-mutuel wagering, and to further the raising and breeding and the improvement of the breed of horses. NYRA is committed to the production of Thoroughbred racing of the highest quality, at the best facilities, with a commitment to excellence, for the benefit of industry participants, the public, and New York State agriculture and tourism. In accordance with NYRAs defined purpose, and pursuant to certain performance standards set forth in 208 of the New York Racing Pari-Mutuel Wagering and Breeding Law and the Franchise Agreement between NYRA and the State of New York, the NYRA Racing Committee has been appointed by the NYRA Board of Directors to conduct the following: A. B. Evaluations of the races that NYRA is currently conducting; Evaluations of the horses stabled at the racetracks operated by NYRA and NYRAs efforts to fill stalls at each of the Racetracks in a fair and equitable manner, subject to existing track customs, so as to maximize Field size and the quality of horses on the racetracks operated by NYRA; Discussions regarding the right balance of dirt, turf, claiming, allowance, stakes and state bred races while ensuring NYRAs best efforts to run the mandated minimum of six hundred state bred races each year, subject to certain conditions, as stated in the Franchise Agreement; Discussions regarding the right balance of sprint and distance races; Evaluation of field size; Discussions regarding long term objectives, such as alternative track surfaces and the potential impact on field size, wagering volume, and jockey and equine safety; The approval of the annual stakes schedule; Evaluation of issues and information pertaining to the use of drugs in connection with thoroughbred racing and training and, in conjunction with NYRAs management, review of NYRAs related policies and procedures and development of best practices; and Examinations of any racing-related topics that the Committee deems appropriate.

C.

D. E. F. G. H.

I.

II.

Organization

The Committee shall consist of no fewer than three members (in addition to the Chairman of the Board, who shall serve as a member ex officio). Each member shall serve on the Committee at the pleasure of the Board. If any vacancy shall occur in the Committee, the vacancy shall be filled by resolution adopted by the Entire Board in a manner consistent with NYRAs Bylaws. III. Meetings

The Committee shall meet as often as necessary, but at least twice each calendar year, it being understood that the following years racing dates must be approved by the full Board and the New York State Gaming Commission prior to the end of each calendar year. Action by the Committee shall be upon the vote of a majority of those present in person, or by telephone or similar communications equipment, when permitted by the Chairperson of the Committee, at any meeting at which a quorum is present. Meetings of the Committee may be held telephonically. The Committee shall report to the full Board regarding its activities and the actions undertaken, at the next regular Board meeting. IV. Resources

The Committee will have the resources and authority necessary to discharge its duties and responsibilities. Subject to the approval of the full Board, the Committee has the authority to retain independent financial, legal or other advisors. NYRA shall provide funding, as determined by the Committee, for payment of compensation to any independent advisors or administrative support employed by the Committee. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of NYRA, and the Committee will take all necessary steps to preserve the privileged nature of those communications. V. Evaluation of Committee

The Committee will perform an annual self-evaluation. Each Committee member will be requested to present an assessment of the Committee. The assessments should include the Committee contribution as a whole, and specific areas in which the Committee believes its respective contributions could be improved. The assessment will be organized by the Nominations and Governance Committee for discussion with the Board and the Committee. VI. Management Liaison The VP and Director of Racing is the management liaison with the Racing Committee.

COMMITTEE CHARTERS RESOLUTION IT IS HEREBY RESOLVED, that, upon the motion of _______________, seconded by ________________, the NYRA Board of Directors, having had full opportunity to inquire, consider, and understand, does hereby approve, upon the recommendation of the Nominations and Governance Committee, the following six Committee charters: Executive Committee, Audit and Compliance Committee, Compensation Committee, Finance Committee, Nominations & Governance Committee and the Racing Committee.

2014 Schedule of Board Meetings

March 5, 2014- NYC May 28, 2014 NYC August 27, 2014- Saratoga November 19, 2014 - NYC