Exhibit 10.2
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this "Agreement"), dated as of November 8,
2005, is entered into by and among TrackPower, Inc., a Wyoming corporation
("TrackPower"), Southern Tier Acquisition, LLC, a New York limited liability
company ("Southern Tier"), Nevada Gold & Casinos, Inc., a Nevada corporation
("Nevada Gold") and American Racing and Entertainment, LLC, a New York limited
liability company ("American Racing"). The Parties to this agreement are
collectively referred to as "Parties".
RECITALS
WHEREAS, the following actions have been taken prior to the date hereof:
1. TrackPower and Southern Tier formed Tioga Downs Racetrack, LLC ("TDR"),
which is 50% owned by TrackPower and 50% owned by Southern Tier.
TrackPower and Southern Tier formed Xxxxxx Xxxxx Acquisition, LLC ("VDA"),
which is 50% owned by TrackPower and 50% owned by Southern Tier.
2. On June 21, 2004, TDR purchased the assets described in Exhibit "A"
attached hereto and incorporated herein for all purposes (the "TDR
Assets") from Tioga Park, LLC, Chapter 11 Debtor in Possession.
3. On September 13, 2005, VDA submitted a Third Modified Amended
Disclosure Statement in the Bankruptcy Court for the Northern District of
New York relating to the Chapter 11 Petition filed by Mid-State Raceway,
Inc. and Mid-State Development Corporation, and VDA has paid legal and
consulting fees in the amount of $321,360 and has made loans to the
debtor-in-possession of $1,889,000 ($475,000 of which was funded by a loan
from Nevada Gold to TDR) (the "VDA Assets").
4. On September 8, 2005, Nevada Gold made a loan to TDR in the amount of
$1,125,000, of which $1,001,550 in principal is currently outstanding, and
has agreed to make capital contributions to American Racing in an amount
equivalent to the cash equity contributed by TrackPower and Southern Tier
to VDA and TDR as more particularly provided in the Operating Agreement
for American Racing (the "Nevada Gold Asset").
WHEREAS, at the Effective Time, each of the following matters shall occur:
1. TrackPower will contribute its 50% ownership interests in TDR and VDA
(the "TrackPower Interests") to American Racing in exchange for a 25%
ownership interest in American Racing to be held by TrackPower or an
affiliate of TrackPower.
2. Southern Tier will contribute its 50% ownership interests in TDR and
VDA (the "Southern Tier Interests") to American Racing in exchange for a
25% ownership interest in American Racing to be held by Southern Tier or
an affiliate of Southern Tier.
3. Nevada Gold will contribute the Nevada Gold Asset to American Racing in
exchange for a 50% ownership interest in American Racing to be held by
Nevada Gold or an affiliate of Nevada Gold.
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NOW, THEREFORE, in consideration of their mutual undertakings and
agreements hereunder, the Parties undertake and agree as follows:
ARTICLE 1
CONTRIBUTION
Section 1.1 Contribution by TrackPower to American Racing. TrackPower
hereby contributes, grants, bargains, conveys, assigns, transfers, sets over and
delivers to American Racing, its successors and assigns, for its use forever,
all right, title and interest in and to the TrackPower Interests, and American
Racing hereby accepts the TrackPower Interests as a contribution to the capital
of American Racing.
TO HAVE AND TO HOLD the TrackPower Interests unto American Racing, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
Section 1.2 Contribution by Southern Tier to American Racing. Southern
Tier hereby contributes, grants, bargains, conveys, assigns, transfers, sets
over and delivers to American Racing, its successors and assigns, for its use
forever, all right, title and interest in and to the Southern Tier Interests,
and American Racing hereby accepts such interests as a contribution to the
capital of American Racing.
TO HAVE AND TO HOLD the Southern Tier Interests unto American Racing, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
Section 1.3 Contribution by Nevada Gold to American Racing. Nevada Gold
hereby contributes, grants, bargains, conveys, assigns, transfers, sets over and
delivers to American Racing, its successors and assigns, for its use forever,
all right, title and interest in and to the Nevada Gold Asset, and American
Racing hereby accepts such interests as a contribution to the capital of
American Racing.
TO HAVE AND TO HOLD the Nevada Gold Asset unto American Racing, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
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ARTICLE 2
FURTHER ASSURANCES
Section 2.1 Further Assurances. From time to time after the Effective
Time, and without any further consideration, the Parties agree to execute,
acknowledge and deliver all such additional deeds, assignments, bills of sale,
conveyances, instruments, notices, releases, acquittances and other documents,
and will do all such other acts and things, all in accordance with applicable
law, as may be necessary or appropriate (a) more fully to assure that the
applicable Parties own all of the properties, rights, title, interests, estates,
remedies, powers and privileges granted by this Agreement, or which are intended
to be so granted, or (b) more fully effectively to vest in the applicable
Parties and their respective successors and assigns beneficial and record title
to the interests contributed and assigned by this Agreement or intended to be
and (c) more fully and effectively to carry out the purposes and intent of this
Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations of Parties Other than American Racing. Each of
the Parties to this Agreement other than American Racing (the "Contributing
Parties") hereby represents and warrants to American Racing and the other
Parties as follows as of the date of this Agreement:
(a) Such Contributing Party has been duly formed or incorporated, as the
case may be, and is validly existing in good standing under the laws
of its jurisdiction of formation or incorporation, as the case may
be, with all corporate, limited liability company or partnership, as
the case may be, power and authority necessary to own or hold its
properties and conduct the businesses in which it is engaged and, to
execute and deliver this Agreement and to consummate the
transactions contemplated hereby, and, as applicable, to assume the
obligations and liabilities being assumed by it pursuant to this
Agreement.
(b) Such Contributing Party is duly registered or qualified to do
business and is in good standing as a foreign corporation, limited
liability company or limited partnership, as the case may be, in
each jurisdiction in which its ownership or lease of property or the
conduct of its businesses requires such qualification or
registration.
(c) All corporate, partnership and limited liability company action, as
the case may be, required to be taken by such Contributing Party or
any of their securityholders, partners or members for the
authorization, execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement has
been validly taken.
(d) This Agreement has been duly authorized, validly executed and
delivered by such Contributing Party, and constitutes a valid and
legally binding agreement of such Contributing Party, enforceable
against such Contributing Party in accordance with its terms.
(e) None of the (i) the execution, delivery and performance of this
Agreement by such Contributing Party, or (ii) consummation of the
transaction contemplated hereby (A) conflicts or will conflict with
or constitutes or will constitute a violation of the certificate of
limited partnership or agreement of limited partnership, certificate
of formation or limited liability company agreement, certificate or
articles of incorporation or bylaws or other organizational
documents of such Contributing Party, (B) conflicts or will conflict
with or constitutes or will constitute a breach or violation of, or
a default (or an event that, with notice or lapse of time or both,
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would constitute such a default) under, any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or
instrument to which any of such Contributing Party is a party or by
which such Contributing Party or any of its properties may be bound,
(C) violates or will violate any statute, law or regulation or any
order, judgment, decree or injunction of any Governmental Authority
or body having jurisdiction over such Contributing Party, or any of
its properties or assets, or (D) results or will result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of such Contributing Party, which conflicts,
breaches, violations, defaults or liens, in the case of clauses (B)
or (D), would, individually or in the aggregate, have a material
adverse effect on (i) the transaction contemplated by this
Agreement, (ii) the business, properties or prospects of such
Contributing Party, whether or not arising from transactions in the
ordinary course of business or (iii) the ownership and use by
American Racing of the assets and interests being transferred to
American Racing hereunder. "Governmental Authority" means (i) the
United States of America, (ii) any state, province, county,
municipality or other governmental subdivision within the United
States of America, (iii) any court or any governmental department,
commission, board, bureau, agency or other instrumentality of the
United States of America, or of any state, province, county,
municipality or stockholder of the Contributing Party or American
Racing or the assets of the Contributing Parties or American Racing.
Section 3.2 Representations of TrackPower. TrackPower hereby represents
and warrants to American Racing, Southern Tier and Nevada Gold as follows as of
the date of this Agreement:
(a) Immediately prior to the Effective Time of this Agreement,
TrackPower owns 50% of the issued and outstanding ownership
interests in each of TDR and VDA; such membership interests have
been duly authorized and validly issued in accordance with the
organizational documents agreement of each of TDR and VDA, as
amended and/or restated on or prior to the Effective Time and
TrackPower owns such ownership interests free and clear of all
liens, encumbrances, contracts, liabilities, security interests,
equities, charges or claims (collectively, "Liens").
(b) The TDR Assets and the VDA Assets are free and clear of all Liens
except as set forth in Exhibit "B" hereof.
(c) As of the Effective Time, after giving effect to the transactions
contemplated by this Agreement, American Racing will own 100% of the
issued and outstanding ownership interests in TDR and VDA free and
clear of all Liens.
Section 3.3 Representations of Southern Tier. Southern Tier hereby
represents and warrants to American Racing, TrackPower and Nevada Gold as
follows as of the date of this Agreement:
(a) Immediately prior to the Effective Time of this Agreement, Southern
Tier owns 50% of the issued and outstanding ownership interests in
each of TDR and in VDA; such ownership interests have been duly
authorized and validly issued in accordance with the organizational
documents of each of TDR and VDA, as amended and/or restated on or
prior to the Effective Time and Southern Tier owns such membership
interests free and clear of all Liens.
(b) The TDR Assets and the VDA Assets are free and clear of all Liens
except as set forth in Exhibit "B" hereof.
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(c) As of the Effective Time, after giving effect to the transactions
contemplated by this Agreement, American Racing will own 100% of the
issued and outstanding ownership interests in TDR and VDA free and
clear of all Liens.
Section 3.4 Representations of Nevada Gold. Nevada Gold hereby represents
and warrants to American Racing, TrackPower and Southern Tier as follows as of
the date of this Agreement:
(a) Immediately prior to the Effective Time of this Agreement, Nevada
Gold is the holder of 100% of the Nevada Gold Asset free and clear
of all Liens.
(b) As of the Effective Time, after giving effect to the transactions
contemplated by this Agreement, American Racing will be the holder
of 100% of the Nevada Gold Asset free and clear of all Liens.
ARTICLE 4
EFFECTIVE TIME
The Effective Time of this Agreement shall be the date and time of
execution of the Operating Agreement of American Racing by Nevada Gold, Southern
Tier, and TrackPower, or their respective affiliates. Notwithstanding anything
contained in this Agreement to the contrary, none of the provisions of Article 1
of this Agreement shall be operative or have any effect until the Effective
Time, at which time all the provisions of Article 1 of this Agreement shall be
effective and operative in accordance with Article 6, without further action by
any party hereto.
ARTICLE 5
INDEMNIFICATION
Section 5.1 Indemnification. Each Party (other than American Racing) (the
"Indemnifying Party") shall and does hereby indemnify, defend and hold harmless
American Racing and each other Party and its affiliates, officers, directors,
employees, agents or independent contractors (the "Indemnified Persons") from
and against any loss, cost, or damage whatsoever (including reasonable attorneys
fees) resulting from any breach of the representations and warranties made by
the Indemnifying Party under this Agreement, or any losses or expenses as a
result of or in connection with any breach of this Agreement.
Section 5.2. Procedures.
(a) Promptly after the assertion of any claim by a third party which may
give rise to a claim for indemnification from an Indemnifying Party
under this Agreement, an Indemnified Person shall notify the
Indemnifying Party in writing of such claim and advise the
Indemnifying Party whether the Indemnified Person intends to contest
such claim.
(b) The Indemnified Person shall permit the Indemnifying Party to
contest and defend against such claim, at the Indemnifying Party's
expense, if the Indemnifying Party has confirmed to the Indemnified
Person in writing that it agrees that the Indemnified Person is
entitled to indemnification hereunder in respect of such claim,
unless the Indemnified Person can establish, by reasonable evidence,
that the conduct of its defense by the Indemnifying Party could be
reasonably likely to prejudice such Indemnified Person due to the
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nature of the claims presented or by virtue of a conflict between
the interests of such Indemnified Persons and such Indemnifying
Party and another Indemnified Person whose defense has been assumed
by the Indemnifying Party. Notwithstanding a determination by the
Indemnifying Party to contest such claim, the Indemnified Person
shall have the right to be represented by its own counsel and
accountants at its own expense. In any case, the Indemnified Person
shall make available to the Indemnifying Party and its attorneys and
accountants, at all reasonable times during normal business hours,
all books, records, and other documents in its possession relating
to such claim. The party contesting any such claim shall be
furnished all reasonable assistance in connection therewith by the
other party (with reimbursement of reasonable expenses by the
Indemnifying Party). If the Indemnifying Party fails to undertake
the defense of or to settle or pay any such third-party claim within
fifteen (15) days after the Indemnified Person has given notice to
the Indemnifying Party advising the Indemnifying Party of such
claim, or if the Indemnifying Party, after having given notice to
the Indemnified Person that it intends to undertake the defense,
fails forthwith to defend, settle or pay such claim, then the
Indemnified Person may take any and all necessary action to dispose
of such claim including, without limitation, the settlement or full
payment thereof upon such terms as it shall deem appropriate, in its
sole discretion.
(c) The Indemnifying Party shall not consent to the terms of any
compromise or settlement of any third-party claim defended by the
Indemnifying Party in accordance herewith (other than terms related
solely to the payment of money damages and only after the
Indemnifying Party has furnished the Indemnified Person with such
evidence as the Indemnified Person may reasonably request of the
Indemnifying Party's capacity and capability (financial and
otherwise) to pay promptly the amount of such money damages at such
times as provided in the compromise or settlement) without the prior
written consent of the Indemnified Person if as a result of such
compromise or settlement such Indemnified Person could be adversely
affected.
(d) Any claim for indemnification under this Agreement which does not
result from the assertion of a claim by a third party shall be
asserted by written notice given by the Indemnified Person to the
Indemnifying Party. Such Indemnifying Party shall have a period of
thirty (30) days within which to respond thereto. If such
Indemnifying Party does not respond within such thirty (30) day
period, such Indemnifying Party shall be deemed to have accepted
responsibility to make payment, and shall have no further right to
contest the validity of such claim. If the Indemnifying Party does
respond within such thirty (30) day period and rejects such claim in
whole or in part, such Indemnified Person shall be free to pursue
such remedies as may be available to such party under applicable
laws, regulations, rules or orders.
Section 5.3 Mitigation. Each Indemnifying Party and Indemnified Person
shall use reasonable efforts and shall consult and cooperate with each other
with a view towards mitigating claims, losses, liabilities, damages,
deficiencies, costs and expenses that may give rise to claims for
indemnification.
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Section 5.4 Payment. Each Indemnifying Party agrees to pay any amounts due
hereunder (a) within ten (10) days of written notice in respect of its indemnity
obligations which it has accepted or which it has been deemed to accept; (b)
within five (5) days of any final adjudication by a court of competent
jurisdiction of any indemnity obligations as to which it has not so accepted;
and (c) as reasonable attorneys' fees and other costs of defense are incurred
and invoiced.
Section 5.5 Insurance. The indemnification provisions of this Article do
not limit an Indemnified Person's right to recover under any insurance policy or
other financial arrangement (including any self-insurance, trust fund, letter of
credit, guaranty or surety). If, with respect to any liability, any Indemnified
Person receives an insurance or other indemnification payment which, together
with any indemnification payment made by the Indemnifying Party, exceeds the
amount of such liability, then such Indemnified Person will immediately repay
the indemnification payment (but only to the extent of such excess) to the
Indemnifying Party.
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ARTICLE 6
MISCELLANEOUS
Section 6.1 Successors and Assigns. The Agreement shall be binding upon
and inure to the benefit of the Parties and their respective successors and
assigns.
Section 6.2 No Third Party Rights. The provisions of this Agreement are
intended to bind the Parties as to each other and are not intended to and do not
create rights in any other person or confer upon any other person any benefits,
rights or remedies and no person is or is intended to be a third party
beneficiary of any of the provisions of this Agreement.
Section 6.3 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the Parties hereto.
Section 6.4 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts made and to be performed wholly within such state without giving
effect to conflict of law principles thereof.
Section 6.5 Severability. If any of the provisions of this Agreement are
held by any court of competent jurisdiction to contravene, or to be invalid
under, the laws of any political body having jurisdiction over the subject
matter hereof, such contravention or invalidity shall not invalidate the entire
Agreement. Instead, this Agreement shall be construed as if it did not contain
the particular provision or provisions held to be invalid and an equitable
adjustment shall be made and necessary provision added so as to give effect to
the intention of the Parties as expressed in this Agreement at the time of
execution of this Agreement.
Section 6.6 Amendment or Modification. This Agreement may be amended or
modified from time to time only by the written agreement of all the Parties.
Each such instrument shall be reduced to writing and shall be designated on its
face as an Amendment to this Agreement.
Section 6.7 Integration. This Agreement and the instruments referenced
herein (including the Operating Agreement) supersede all previous understandings
or agreements among the Parties, whether oral or written, with respect to their
subject matter. This document and such instruments contain the entire
understanding of the Parties with respect to the subject matter hereof and
thereof. No understanding, representation, promise or agreement, whether oral or
written, is intended to be or shall be included in or form part of this
Agreement unless it is contained in a written amendment hereto executed by the
Parties hereto after the date of this Agreement.
Section 6.8 Xxxx of Sale; Assignment. To the extent required and permitted
by applicable law, this Agreement shall also constitute a "xxxx of sale" or
"assignment" of the assets and interests referenced herein.
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties
hereto as of the date first above written.
NEVADA GOLD:
NEVADA GOLD & CASINOS, INC.
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By:
-------------------------------------
H. Xxxxxx Xxxx, President
TRACKPOWER:
TRACKPOWER, INC.
By:
-------------------------------------
Xxxx Xxxxxxxx
Chairman
By:
-------------------------------------
Xx Xxxxx
President and Chief Executive Officer
SOUTHERN TIER:
SOUTHERN TIER ACQUISITION, LLC
By:
-------------------------------------
Xxxxxxx Xxxxx, Manager
AMERICAN RACING:
AMERICAN RACING AND ENTERTAINMENT, LLC
By its Board of Directors:
--------------------------
Xx Xxxxx
--------------------------
Xxxxxxx Xxxxx
--------------------------
H. Xxxxxx Xxxx
--------------------------
Xxx Xxxxxxx
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Exhibit "A"
Contribution Agreement
Certain real and personal property comprising the race track commonly known as
"Tioga Downs" located at Xxxx Xxxxx Xxxx, Xxxx xx Xxxxxxx, Xxxxxx of Tioga, New
York, consisting of four parcels totaling approximately 145 acres identified as
Tax Map No. 158.00-3-40, Tax Map No. 158.00-3-51, Tax Map No. 158.00-3-52 and
Tax Map No. 158.00-3-53, together with certain personal property used in
connection with said real property, cash and accounts, and intangible property
constituting property of the Chapter 11 Bankruptcy Estate of Tioga Park, LLC,
Case No. 03-60078.
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Exhibit "B"
Contribution Agreement
LIENS
A. TIOGA CONTRACTS
CONSTRUCTION RELATED
1. May 18, 2005 Contract for Artwork and Theming Components
for the interior of the Tioga Downs Racino
between Artists Design Group and Newmark
Realty.
2. September 9, 2004 Agreement between Xxxxxxx X. Xxxx and Sons,
Inc. and Tioga Downs Racetrack LLC with
regard to rebuilding the 5/8 mile racetrack.
3. November 15, 2004 Proposal between Lineburgs Excavation &
Paving and Tioga Downs Racetrack, LLC
regarding the Race track site work
4. September 10, 2004 Proposal between Xxxxxx
Xxxxxxxx'x General Contracting Residential
Roofing Specialist and Tioga Park Downs for
roof re-construction on building
5. December 2, 2004
Agreement and Waiver between Premier Utility
Locating and Tioga Downs Raceway for
identifying the approximate location of
privately owned underground facilities at
the site location
6. May 5, 2005 AIA Contract between Tioga Downs Racetrack,
LLC and Matco Electrical Corporation
(Contractor) and XxXxxxxxx-Xxxxxxx, Inc.
(Architect) for Cable Testing
7. July 5, 2005 Estimated cash flow chart for the Tioga
Racetrack project prepared for Tioga Downs
Racetrack and prepared by Newmark & Company
Real Estate, Inc.
8. December 15, 2004 Fee Proposal prepared by XxXxxxxxx-Xxxxxxx,
Inc. to provide mechanical, electrical,
pluming and fire protection engineering and
for Keystone Associates to provide
site/civil engineering, and environmental
for Tioga Park complete renovation of
property
9. January 7, 2005 Proposal for Traffic Engineering Services
prepared by Newmark & Company Real Estate,
Inc. for Tioga Park
10. July 15, 2004 Proposal for Integration of Video Lottery
Terminals (Architectural, Interior Design
and Theming) Design & Revitalization of
Tioga Park prepared by Climans Green Liang
Architects, Inc.
11. not specified Consulting Agreement between Tioga Downs
Racetrack, LLC and Xxxxx Xxxxxxxxx for
consulting services
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12. November 8, 2004 Professional Service Agreement between
Newmark & Co Real Estate, Inc. and Xxxxxxx &
Xxxxxx Consulting Engineers, Inc. for
surveying services
13. March 23, 2005 Agreement between owner and landscape
architect between Newmark & Company Real
Estate, Inc. and Xxxxxxxxxx & Xxxx Landscape
Architects for the Tioga downs Racino for
design for landscape
14. December 2004 Structural Engineering Design Services
Consultant Agreement for Services for
Development of Video Lottery Gaming Facility
between Newmark & Company Real Estate, Inc.
and Acres International Corporation.
15. June 28, 2005 AIA Agreement between Tioga Downs, LLC, XX
Xxxxxxxxx, Inc. and Climans Green & Liang
Architects for new gaming and racing
facility, including 750 VLTs, pari-mutuel
and simulcast betting parlors, buffet
dining, sports bar and multi-function rooms,
new 14,000 xx xxxxxxx building and
significant site improvements.
B. TIOGA BANKRUPTCY
1. May 28, 2004 Order Approving Disclosure Statement and
Confirming Joint Chapter 11 Plan of
Reorganization for Debtor Tioga Park, LLC
together with Asolare II, LLC and Southern
Tier Acquisition, LLC.
2. May 17, 2004 Order Directing Combined Hearing for
Approval of Disclosure Statement and Hearing
on Confirmation of Chapter 11 Plan on
Consent to Amendment of Chapter 11 Plan
Terms Combined with Notice of Confirmation
for Tioga Park, LLC, Asolare II, LLC and
Southern Tier Acquisition, LLC
3. March 10, 2004 Joint Chapter 11 Plan of Reorganization of
Tioga Park, LLC.
4. March 5, 2004 Disclosure Statement of Tioga Park, LLC
5. Memorandum Agreement [this agreement and the
consulting agreement with Xxxxxxx is null
and void as a result of a settlement between
Tioga Downs Racetrack and the trustee]
6. Assignment of Asolare II, LLC's interest in
Tioga Downs.
7. Xxxxxxx Objections to the Plan of
Reorganization.
8. Proof of payment of Xxxxxx Concrete
Judgment.
9. Southern Tiers's Escrow account for payments
made by Tioga Park.
10. Satisfaction of Tioga Park mortgage.
11. Satisfaction of Assignment of Tioga Park
Leases.
12. UCC-3's filed by BSB Bank and Reserve
Capital.
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C. LAWSUITS
1. June 14, 2005 All Xxxxxx Acquisition, LLC. v. New York
State Division of the Lottery and Tioga
Downs Racetrack, LLC
2. September 6, 2005 XxXxx X. Xxxx v. Tioga Downs Racetrack, LLC
D. GAMING LICENSE APPLICATIONS
1. November 9, 2004 Racetrack License Application of Xxxxx X.
Xxxxx, Xx.
2. November 15, 2004 Simulcast Facility License Application of
Xxxxx X. Xxxxx Xx.
E. TIOGA AND XXXXXX - GENERAL
1. January 1, 2005 Consulting Agreement between Southern Tier
Acquisition, LLC. c/o Newmark Realty and
Crane Consulting Group, LLC. for business
and political consulting services and
conducts lobbying of public officials
2. February 15, 2005 Consulting Agreement between Mid-State
Raceway, Inc. and Xx Xxxxx for consulting
services
3. August 27, 2004 Consulting Agreement between Tioga Downs
Racetrack LLC and Xxxxx Xxxxxxxxx for
consulting services related primarily to
local and state government relations,
technical requirements and employment issues
4. August 26, 2005 Tioga Downs Race Track Employee List
5. May 25, 2005 Engagement Letter with Innovation Capital
[this agreement is being modified]
6. September 2, 2005 Preliminary Breakdown of Costs-to-Date
relating to Tioga Downs and Xxxxxx Xxxxx and
list of contracts (email from Xxxx Xxxxx)
7. September 3, 2005 Monthly Management reports for Tioga Downs
from July 2004 through July 2005
8. September 2, 2005 $150,000 finders fee to Xxxxxx Finder if
Xxxxxx is acquired
9. Articles of Organization and operating
agreements for Asolare II, LLC, Tioga Downs
Racetrack, LLC, Xxxxxx Xxxxx Racetrack, LLC.
10. Certificate of Incorporation for Tioga Downs
Management Co., Inc.
11. February 2, 2005 Application for Xx Xxxxx'x employment and
supporting affidavits and exhibits.
12. March 3, 2005 Order approving Xx Xxxxx'x employment at
Xxxxxx Xxxxx.
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13. Payroll for Tioga Downs.
14. Deeds for Tioga Downs.
15. Survey of Tioga Downs.
16. Phase 1 Environmental Study for Tioga Downs.
17. Abstract of Title and updated Abstract of
Title for Tioga Downs.
18. September 10, 2005 Final SEQR agreement for
Tioga Downs.
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