EXHIBIT 10.35
EXECUTION COPY
ASSIGNMENT OF
LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS
TO
EMPIRE RESORTS, INC.
The undersigned, pursuant to that certain Amended and Restated
Securities Contribution Agreement dated as of December 12, 2003, by and between
Empire Resorts, Inc., Alpha Monticello, Inc., Catskill Development, L.L.C
("CATSKILL"), Americas Tower Partners, Monticello Realty L.L.C., Watertone
Holdings, LP, New York Gaming, LLC, Fox-Hollow Lane, LLC, Shamrock Strategies,
Inc., ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, BKB, LLC, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Family Limited Partnership and KFP Trust (the
"SECURITIES CONTRIBUTION AGREEMENT"), effective as of the Closing (as defined in
the Securities Contribution Agreement), hereby (i) assign, transfer and convey
all of their right, title and interest in all of their membership interest in
Monticello Casino Management, LLC and Mohawk Management, LLC to Empire Resorts,
Inc. in the percentages set forth in Schedule A attached hereto, and (ii)
consent to the admission of Empire Resorts, Inc. as a member of each of
Monticello Casino Management, LLC and Mohawk Management, LLC in accordance with
the terms of the Monticello Casino Management, LLC Operating Agreement, dated as
of July 10, 2000 and the Mohawk Management, LLC Operating Agreement, dated as of
January 1, 1999, respectively.
IT WITNESS WHEREOF, the undersigned has executed this Assignment to
be effective as of January 12, 2004.
[SIGNATURE PAGE FOLLOWS]
IT WITNESS WHEREOF, the undersigned has executed this Assignment to
be effective as of January _, 2004.
AMERICAS TOWER PARTNERS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
MONTICELLO REALTY L.L.C.
By: MANHATTAN DEVELOPMENT
CORPORATION, its Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
WATERTONE HOLDINGS, LP
By: BKB, LLC, its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Member
FOX-HOLLOW LANE, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Managing Member
SHAMROCK STRATEGIES, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Representative
CATSKILL MEMBERS ASSIGNMENT OF MM AND MCM TO EMPIRE
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
CATSKILL MEMBERS ASSIGNMENT OF MM AND MCM TO EMPIRE
SCHEDULE A
Limited Liability Company Membership Interests
Assignor Assigned Percentage Interest in Assigned Percentage Interest in
Monticello Casino Management, LLC Mohawk Management, LLC
Americas Tower Partners 38.694% 38.694%
Monticello Realty L.L.C. 38.694% 38.694%
Watertone Holdings, LP 17.776% 17.776%
Fox-Hollow Lane, LLC 1.935% 1.935%
Shamrock Strategies, Inc 0.241% 0.241%
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2.660% 2.660%
