EXHIBIT 10.5
ASSIGNMENT
(PCG TO MRD AND LAKES CORNING)
THIS ASSIGNMENT is made as of the 28th day of February, 2003, between
PACIFIC COAST GAMING - CORNING, LLC, a Minnesota limited liability company
("Assignor"), and MRD GAMING, LLC, a Minnesota limited liability company
("MRD"), and LAKES CORNING, LLC, a Minnesota limited liability company ("Lakes
Corning," and together with MRD, each an "Assignee").
RECITALS
A. Assignor is a joint venture in which MRD and Lakes Corning (a
subsidiary of Lakes Gaming and Resorts, LLC, a Minnesota
limited liability company ("Lakes Resorts")) together own all
of the membership interests. The sole purpose for the creation
of Assignor was to enter into a series of agreements with the
Paskenta Band of Nomlaki Indians of California (the "Tribe")
relating to the financing and construction of a casino project
near Corning, California.
B. Assignor has terminated its relationship with the Tribe,
however, pursuant to that certain Termination Agreement of
Project Funding and Loan Agreement and Related Project
Transaction Documents between Assignor and the Tribe dated
October 11, 2001 (the "Termination Agreement").
C. Due to the termination of the casino project in Corning,
California, Assignor intends to wind up its business and
dissolve. Assignor desires to assign its rights under the
Termination Agreement to Assignee, and Assignee desires to
accept such assignment.
ASSIGNMENT
NOW, THEREFORE, in consideration of the foregoing recitals of fact
(which are a part of this Agreement) and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby
take the following actions and agree as follows:
1. ASSIGNMENT. Assignor does hereby assign, transfer, set over,
grant, bargain, sell and deliver unto each Assignee, respectively, an undivided
one-half interest in all of Assignor's right, title and interest it has or may
have in the Termination Agreement, including without limitation the right to any
presently existing or hereafter arising claim for breach of the Termination
Agreement (the "Assigned Assets"); to have and to hold said rights and property
unto Assignee, and its successors and assigns, to and for its or their use
forever; provided however that such assignment does not include any delegation
or assignment of duties or obligations under the Termination Agreement.
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2. ACCEPTANCE OF ASSIGNED ASSETS. Each Assignee hereby accepts
the assignment of the Assigned Assets. In the event that either MRD or Lakes
Corning elects to enforce any assigned rights under the Termination Agreement,
each such party shall promptly notify the other party of such election, and MRD
and Lakes Cloverdale shall cooperate fully in good faith with respect to any
claim, action, suit or proceeding against the Tribe.
3. GOVERNING LAW. This Assignment shall be governed by Minnesota
law, without regard to conflict of laws provisions thereof. The parties hereby
consent to the jurisdiction of the state and federal courts located in
Minneapolis, Minnesota, agree that any dispute relating to this Assignment shall
be exclusively venued in such courts, and waive any argument that such venue is
not convenient.
4. COUNTERPARTS / FAXED SIGNATURES. This Assignment may executed
in any number of counterparts, each of which shall be deemed an original, but
all of which, taken together, shall constitute one document. Faxed signatures
shall be deemed originals.
[Signature page follows.]
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IN WITNESS WHEREOF, Assignor and Assignees have caused this Assignment
to be executed with full authority.
PACIFIC COAST GAMING -
CORNING, LLC
In the presence of:
By /s/ Xxxxxxx X. Xxxx
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxx
Its Chief Manager
In the presence of: LAKES CORNING, LLC
By /s/ Xxxxxxx X. Xxxx
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxx
Its Chief Financial Manager
In the presence of: MRD GAMING, LLC
By /s/ Xxxxxxx X. Xxxx
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxx
Its Chief Manager
(Signature Page to Assignment -- PCG Corning to MRD and Lakes Corning)
