EXHIBIT 10.32
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 (the "ASSIGNOR"), and Monticello Casino
Management,
LLC, a New York limited liability company ("MONTICELLO"),
pursuant to that
certain Amended and Restated Securities Contribution Agreement,
dated December
12, 2003, by and between Empire Resorts, Inc.; Alpha
Monticello, Inc., the
Assignor, Americas Tower Partners, Monticello Realty L.L.C.,
Watertone Holdings,
LP, New York Gaming, LLC, Fox-Hollow Lane, LLC, Shamrock
Strategies, Inc.,
Clifford A. Ehrlich, BKB, LLC, Robert A. Berman, Philip B.
Berman, Scott A.
Kaniewski, Kaniewski 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 ASSETS. For good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged,
Assignor does hereby
grant, sell, assign, transfer, convey and set over to Monticello,
its successors
and assigns, all of its assets and liabilities relating to
the Assignor's
harness, horse racing and other pari-mutuel and gaming operations
except for (i)
its ownership interests in any of its subsidiaries, (ii) its
real property
interest in 229 acres of land in Monticello, New York and (iii)
its claims
related to the Litigation (collectively, the "Assigned Assets"),
to have and to
hold the same unto Monticello, its successors and assigns, forever.
ASSUM
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