EXHIBIT 10.25
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CATSKILL DEVELOPMENT, L.L.C.
and
MONTICELLO RACEWAY MANAGEMENT, INC.
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TERMINATION OF AGREEMENT OF LEASE
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This instrument affects real and personal property situated,
lying and being in
the Village of Monticello,
Town of Thompson,
County of Sullivan,
State of New
York, known as follows:
Section 101,
Block 1, Lot 1.1
Section 101,
Block 1, Lot 1.3
Section 102, Block 4, Lot 1
Section 12, Block 1, Lot 37.6
Section 12, Block 1, Lot 46.2
Section 12, Block 1, Lot 48
Section 12, Block 1, Lot 64
RECORD AND RETURN TO:
Latham & Watkins LLP
885 Third Avenue, Suite 1000
New York, New York 10022-4802
Attn: Mark Leskiw
Latham & Watkins File No.: 038294-0001
TERMINATION OF AGREEMENT OF LEASE
THIS TERMINATION OF AGREEMENT OF LEASE (the
"TERMINATION")
is made
and entered
into as of July 26,
2004 (the
"EFFECTIVE
DATE"),
by and between
CATSKILL
DEVELOPMENT,
L.L.C.,
a New York
limited
liability
company,
whose
address
is c/o
Monticello
Raceway,
Route
17B,
Monticello,
New York
12701
("CATSKILL"),
and MONTICELLO RACEWAY MANAGEMENT,
INC., a New York corporation,
whose address is c/o Monticello Raceway,
Route 17B, Monticello,
New York 12701
("MRMI").
This
Termination
is entered into with
reference
to the
following
facts:
A. On October 29, 2003,
Catskill and MRMI entered into that certain
Agreement of Lease,
as amended by Amendment No. 1 to Agreement of Lease,
dated
as of January 12, 2004 and further
amended by
Amendment
No. 2 to Agreement of
Lease,
dated as of July 26, 2004 (as amended,
the "AGREEMENT"),
affecting the
real property described on EXHIBIT A (the "Premises").
B. A memorandum of this Agreement was recorded on
______________ in
the
Official
Records
of
Sullivan
County,
at Book
_________________,
Page
________________.
C.
Catskill is selling
the
premises to MRMI as of the date hereof
and the parties desire to terminate the Agreement.
NOW THEREFORE the parties agree and give notice as follows.
1.
TERMINATION.
The parties hereby
terminate the
Agreement.
The
Agreement is hereby declared to be of absolutely no force or
effect.
Each party
hereby releases,
cancels, annuls, rescinds,
discharges,
disclaims, waives and
releases
any and all rights and benefits it may have under the
Agreement,
and
unconditionally
releases each of the other party(ies) to the Agreement from any
and all obligations
under the Agreement except to the extent such
obligations,
if
any,
survive
termination
of the
Agreement
by
the
terms
thereof.
All
obligations
of all parties under the Agreement
have been
performed in full or
waived except to the extent such obligations, if any, survive
termination of the
Agreement by the terms thereof.
2.
NO
CONSTRUCTIVE
NOTICE.
Neither
the
Agreement
nor
this
Termination shall be deemed to give any person
constructive notice of any facts
or circumstances whatsoever.
3.
FURTHER
ASSURANCES.
Each party
agrees to execute
any further
documentation that any title insurance company shall require in
order to further
evidence
the
termination
of the
Agreement
or to enable any title
insurance
company to issue policy(ies) of ti
