Exhibit 10.29
EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "AGREEMENT") is made as of
January 12, 2004, by and between Catskill Development, L.L.C., a New York
limited liability company ("CATSKILL"), Monticello Raceway Management, Inc., a
New York corporation ("MRMI"), Monticello Casino Management, LLC, a New York
limited liability company ("MCM"), Monticello Raceway Development Company, LLC,
a New York limited liability company ("MRD") and Mohawk Management, LLC, a New
York limited liability company ("MM" and, collectively with Catskill, MRMI, MCM
and MRD, the "ASSIGNORS") and Empire Resorts, Inc. ("EMPIRE"), pursuant to that
certain Amended and Restated Securities Contribution Agreement, dated December
12, 2003, by and between Empire, Alpha Monticello, Inc., Catskill, Americas
Tower Partners, Monticello Realty L.L.C., Watertone Holdings, LP, New York
Gaming, LLC, Fox-Hollow Lane, LLC, Shamrock Strategies, Inc., Xxxxxxxx X.
Xxxxxxx, BKB, LLC, Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxx,
Xxxxxxxxx Family Limited Partnership and KFP Trust (the "SECURITIES CONTRIBUTION
AGREEMENT"). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the Securities Contribution Agreement.
ASSIGNMENT OF LIABILITIES. For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Assignors do hereby grant,
sell, assign, transfer, convey and set over to Empire, its successors and
assigns, the Liabilities (accrued solely through the date hereof) other than the
mortgage currently encumbering those certain 200+/- acres of land and
improvements thereon, located in Monticello, New York. and currently owned by
Catskill, to have and to hold the same unto Empire, its successors and assigns,
forever.
ASSUMPTION OF LIABILITIES. For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Empire hereby assumes and
agrees to be bound by and to pay and otherwise to perform and discharge the
Liabilities (accrued solely through the date hereof) other than the mortgage
currently encumbering those certain 200+/- acres of land and improvements
thereon, located in Monticello, New York and currently owned by Catskill.
ADDITIONAL DOCUMENTS. Each party hereby agrees to perform, execute and/or
deliver or cause to be performed, executed and/or delivered any and all
such-further agreements and assurances (including, but not limited to, all
necessary waivers, consents, approvals from third parties and permits) as the
other party hereto may reasonably request to more fully complete the
transactions contemplated hereby.
SUCCESSORS. This Agreement shall be binding on and inure to the benefit of
the successors and assigns of the parties hereto.
INTERPRETATIONS. The headings of the sections contained in this Agreement
are solely for convenience of reference and shall not affect the meaning or
interpretation of this Agreement.
COUNTERPARTS. This Agreement may be executed simultaneously in any number
of counterparts, each of which need not contain the signature of more than one
party and each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument, binding upon the other party. This
Agreement may be executed by facsimile, with such facsimile copy to serve as
conclusive evidence of the consent and ramification of the matters contained
herein by the parties hereto.
GOVERNING LAW. This Agreement and the legal relations between the parties
will be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and performed in such State and without
regard to conflicts of law doctrines unless certain matters are preempted by
federal law.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
CATSKILL DEVELOPMENT, L.L.C.
By: /s/ Xxxxx Xxxxxx
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Name: /s/ Xxxxx Xxxxxx
Title:
MONTICELLO RACEWAY MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: /s/ Xxxxx Xxxxxxx
Title:
MONTICELLO CASINO MANAGEMENT, LLC
By: /s/ Xxxxxx X. Xxx
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Name: /s/ Xxxxxx X. Xxx
Title:
MONTICELLO RACEWAY DEVELOPMENT COMPANY, LLC
By: /s/ Xxxxx Xxxxxxxxx
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Name: /s/ Xxxxx Xxxxxxxxx
Title:
MOHAWK MANAGEMENT, LLC
By: /s/ Xxxxxx X. Xxx
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Name: /s/ Xxxxxx X. Xxx
Title:
EMPIRE RESORTS, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: /s/ Xxxxxx Xxxxxx
Title:
