HOLLYWOOD PARK, INC., SEPTEMBER 30, 1996, FORM 10-Q, EXHIBIT 10.20
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this "Agreement"),
is entered into as of the 18th day of July, 1996, by and among HP/COMPTON, INC.,
a California corporation (hereinafter called "Assignor"); CRYSTAL PARK HOTEL AND
DEVELOPMENT COMPANY, LLC, a California limited liability company (hereinafter
called "Assignee"); HOLLYWOOD PARK, INC., a Delaware corporation (hereinafter
called "Guarantor"); and THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
XXXXXXX (the "Agency")
W I T N E S S E T H :
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A. The Agency and Assignor are parties to that certain Amended and
Restated Disposition and Development Agreement, Agreement of Purchase and Sale,
and Lease with Option to Purchase, dated as of April 4, 1995 (the "DDA"),
covering the real property described on Exhibit A hereto. The Agency and
Assignor are also parties to those agreements set forth on Schedule 1 attached
hereto (the "Related Agreements").
B. Assignor is a wholly owned subsidiary of Guarantor. Assignee is a
limited liability company comprised of Assignor, Redwood Gaming LLC and First
Park Investments, LLC.
C. Assignor now desires to assign to Assignee all of its right, title and
interest under said DDA and the Related Agreements, and Agency is willing to
consent to such assignment, provided Assignee executes this Agreement
hereinafter, and provided Guarantor reaffirms that certain Guaranty, dated July
31, 1995, made by Guarantor in favor of Agency.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto do hereby agrees as follows:
1. ASSIGNMENT. For value received, effective as of the date set
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forth above, Assignor hereby assigns to Assignee all of its right, title and
interest in and to the DDA and the Related Agreements.
2. ASSUMPTION. Effective as of the date set forth above, Assignee
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hereby accepts such assignment; acknowledges that it has read the DDA and the
Related Agreements and understands all of the terms and provisions thereof; and
hereby (a) assumes and agrees to perform all of the obligations of Assignor set
forth in the DDA and the Related Agreements and (b) confirms each and all of the
provisions of the DDA and the Related Agreements, except those rights and
obligations expressly reserved unto CEI thereunder.
3. CONSENT. Agency hereby consents to the aforementioned
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assignment, provided, however, that such consent shall not be deemed a consent
to any further or future assignment; nor shall such consent be deemed a waiver
of the provisions of the DDA requiring the written consent of Agency to any
assignment.
4. REAFFIRMATION OF GUARANTY AND CONSENT. Guarantor hereby
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consents to the assignment and assumption set forth below. Guarantor hereby
renews, reaffirms, ratifies and confirms the Guaranty and agrees that it shall
remain in full force and effect.
5. SUCCESSORS AND ASSIGNS. This Agreement, and each and all of the
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provisions hereof, shall inure to the benefit of, or bind, as the case may
require, the parties hereto, and as well, their respective heirs, successors and
assigns.
6. GOVERNING LAW. This Agreement shall be governed by and
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construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.
AGENCY: ASSIGNOR:
THE COMMUNITY REDEVELOPMENT HP/XXXXXXX, INC, a California
AGENCY OF THE CITY OF XXXXXXX, corporation
a public body, corporate and
politic
By: /s/ G. Xxxxxxx Xxxxxxxx
By: /s/ Xxxxxx Xxxxxxxx --------------------------
------------------------ G. Xxxxxxx Xxxxxxxx
Title: Excutive Secretary Its: Vice President
ATTEST: ASSIGNEE:
/s/ Xxxxxxx Xxxxx CRYSTAL PARK HOTEL AND
--------------------------- DEVELOPMENT COMPANY, LLC,
Secretary a California limited liability company
By: HP/COMPTON, INC., a
California corporation,
Manager
By: /s/ G. Xxxxxxx Xxxxxxxx
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G. Xxxxxxx Xxxxxxxx
Its: Vice President
GUARANTOR:
HOLLYWOOD PARK, INC., a
Delaware corporation
By: /s/ G. Xxxxxxx Xxxxxxxx
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G. Xxxxxxx Xxxxxxxx
Its: President, Sports &
Entertainment
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