Exhibit 10.1
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT, dated as of April 10, 2004
between and among All Capital, LLC, a Nevada limited liability company
("Capital"), Xxxxxx X. Xxxxx ("Xxxxx") Xxxxxxx Xxxxx ("Xxxxx"), Xxxxx X. Xxx
("Xxx"), Raceway Ventures, LLC, a Florida limited liability company ("Ventures")
and International Housing Development Group, Corp. ("International") and Cohen,
Danan, Xxx, Ventures and International collectively the "Indemnitors").
WITNESSETH
Whereas, in order to induce VIP. Structures, Inc. ("VIP") to
execute a certain Financing Agreement between VIP and Mid-State Raceway, Inc.
("Financing Agreement") pursuant to which VIP has agreed to extend $800,000 in
credit to Raceway ("Credit"), Capital has executed and delivered an instrument
of guaranty (" Capital Guaranty") to VIP pursuant to which Capital has agreed to
guaranty the repayment by Mid-State Raceway, Inc. ("Raceway") of $500,000 of the
Credit; and
Whereas, in connection with the acquisition by Ventures of
all of the securities (including warrants) of Raceway owned by Capital, the
Indemnitors are required to cause VIP to release Capital from any liability
under or with respect to the Capital Guaranty; and
Whereas, Capital is prepared to waive the requirement that it
be released from any liability under or with respect to the Capital Guaranty
subject to and conditioned upon the agreement by the Indemnitors 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 Capital
Guaranty, and in connection therewith the execution and delivery by the
Indemnitors to Capital of this Indemnification Agreement and a modification to
that certain Stock Pledge and Security Agreement between Ventures and Capital of
even date herewith.
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 waive the requirement that it be released
from all liability under or with respect to the Capital Guaranty each
of the Indemnitors does hereby jointly and severally 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 Capital 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 does hereby waive the
requirement that it be released
from all liability under or with respect to the Capital Guaranty.
3. In order to induce Capital to execute and deliver this indemnification
Agreement each of the Indemnitors does hereby jointly and severally
represent, warrant, covenant and agree (which representations,
warranties, covenants and agreements shall survive the execution and
delivery of this Indemnification Agreement) that: (a) each of the
Indemnitors has the power and authority to execute and deliver this
agreement; (b) the execution and delivery of this agreement does not
violate the constitutional documents of Ventures or International or
any agreement to which any of the Indemnitors is a party or by which
any of them is bound or any law; (c) the execution, delivery and
performance of this agreement has been authorized by the taking of all
required corporate and other action; and (d) upon the execution and
delivery of this agreement by an officer of Ventures and International
and each of the individual Indemnitors, this agreement shall be duly
and properly authorized, executed and delivered by each of the
Indemnitors, respectively, and valid and binding upon each of the
Indemnitors and fully enforceable in accordance with its terms.
4. This agreement sets forth the entire agreement among 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 all 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.
Raceway Ventures, LLC
By: /s/ Xxxxxx Xxxxx
International Housing Development Group, Corp.
By: /s/ Xxxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxx, Individually
/s/ Xxxxxxx Xxxxx, Individually
/s/ Xxxxx X. Xxx, Individually
All Capital, LLC
By: /s/ Xxxxx Xxxxx
