EXHIBIT 10.33
EXECUTION COPY
ASSIGNMENT OF
LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS
TO
EMPIRE RESORTS, INC.
The undersigned, pursuant to that certain Amended and Restated
Securities Contribution Agreement dated as of December 12, 2003, by and between
Empire Resorts, Inc., Alpha Monticello, Inc., Catskill Development, L.L.C,
Americas Tower Partners ("ATP"), Monticello Realty L.L.C., Watertone Holdings,
LP, New York Gaming, LLC, Fox-Hollow Lane, LLC, Shamrock Strategies, Inc.,
Xxxxxxxx X. Xxxxxxx, BKB, LLC, Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X.
Xxxxxxxxx, Xxxxxxxxx Family Limited Partnership and KFP Trust (the "SECURITIES
CONTRIBUTION AGREEMENT"), and the unanimous written consent of the general
partners of ATP, effective as of the Closing (as defined in the Securities
Contribution Agreement), hereby (i) assigns, transfers and conveys all of the.
right, title and interest in ATP's membership interest in Monticello Raceway
Development Company, LLC ("MRD") to Empire Resorts, Inc. and (ii) consents to
the admission of Empire Resorts, Inc. as a member of MRDD in accordance with the
terms of the Limited Liability Company Agreement for MRD, dated as of January 1,
1999.
[SIGNATURE PAGE FOLLOWS]
IT WITNESS WHEREOF, the undersigned has executed this Assignment to
be effective as of January 12, 2004.
AMERICAS TOWER PARTNERS
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Managing Director
ASSIGNMENT BY ATP OF INTERESTS IN MRD TO EMPIRE
SCHEDULE A
Limited Liability Company Membership Interests
ASSIGNEE ASSIGNED PERCENTAGE MEMBERSHIP INTEREST IN MONTICELLO
RACEWAY DEVELOPMENT COMPANY, LLC
Americas Tower Partners 50.00%
