EXHIBIT 10.22
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT, dated as of October 22, 2003
between All Capital, LLC, a Nevada limited liability company ("Capital") and
Mid-State Raceway, Inc., a New York corporation ("Raceway").
WITNESSETH
Whereas, in order to induce V.I.P. Structures, Inc. ("VIP") to
execute a certain Financing Agreement between VIP and Raceway ("Financing
Agreement") pursuant to which VIP has agreed to extend $800,000 in credit to
Raceway ("Credit"), Raceway has agreed to cause Capital to execute and deliver
an instrument of guaranty ("Guaranty") to VIP pursuant to which Capital will
agree to guaranty the repayment by Raceway of $500,000 of the Credit; and
Whereas, Capital is prepared to execute and deliver the
Guaranty subject to and conditioned upon the agreement by Raceway to indemnify
and hold harmless Capital from any loss or liability arising out of or relating
to the execution, delivery and/or performance by Capital of the Guaranty, and in
connection therewith the execution and delivery by Raceway to Capital of this
Indemnification Agreement.
NOW THEREFORE, in consideration of the premises, the terms,
covenants and conditions herein contained and the sum of One ($1.00) Dollar and
other good and valuable consideration each to the other in hand paid, the
parties hereto do hereby agree as follows:
1. In order to induce Capital to guaranty the repayment by Raceway to VIP
of $500,000 of the Credit and to execute and deliver the Guaranty,
Raceway does hereby agree to indemnify and hold harmless Capital from
and against any and all costs, expenses, losses, liabilities, claims
and judgements of every kind, nature and description (including,
without limitation, attorneys fees) which may be incurred by Capital
arising out of or relating to the execution, delivery and/or
performance by Capital of the Guaranty and/or the failure and/or
refusal of Raceway to repay, in whole or in part, the Credit.
2. In consideration for and in reliance upon the execution and delivery of
the within Indemnification Agreement Capital shall guaranty, to the
extent of $500,000 the repayment of the Credit and in connection
therewith execute and deliver the Guaranty.
3. In order to induce Capital to execute and deliver this Indemnification
Agreement and the Guaranty Raceway does hereby represent, warrant,
covenant and agree (which representations, warranties, covenants and
agreements shall survive the execution and delivery of this
Indemnification Agreement) that:(a) Raceway has the corporate power and
authority to execute and deliver this agreement; (b) the execution and
delivery of this agreement does not violate the constitutional
documents of Raceway or any agreement to which it is a party or by
which it is bound or any law; (c)) the execution, delivery and
performance of this agreement has been authorized by the taking of all
required corporate
action; and (d) upon the execution and delivery of this agreement by an
officer of Raceway this agreement shall be duly and properly
authorized, executed and delivered by and on behalf of Raceway and
valid and binding upon Raceway and fully enforceable in accordance with
its terms.
4. This agreement sets forth the entire agreement between the parties
hereto with respect to the subject matter herein contained; shall be
governed and construed in accordance with the laws of the State of
Nevada; cannot be altered, amended, modified, terminated or rescinded
except by a writing executed by both of the parties hereto; and shall
inure to the benefit of and be binding upon the parties hereto and
their respective successors, transferees and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement as of the day and year first above written.
Mid-State Raceway, Inc.
By___________________________
Hoolae Paoa, President
All Capital, LLC
By___________________________
