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.,
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 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
impro
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