Exhibit 10.12
QUIT CLAIM ASSIGNMENT
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FOR VALUE RECEIVED, the undersigned All Capital LLC (the
"Assignor") does hereby transfer, sell, assign and convey unto Raceway Ventures,
LLC (the "Assignee") all of the right, title and interest of the Assignor in and
to the right of the Assignor to designate 6 nominees to the Board of Directors
of Mid-State Raceway, Inc. ("Mid-State") as set forth in Paragraph 3 of that
certain First Amendment to Loan Agreement dated June 30, 2003 between Assignor
and Mid-State (the "First Amendment"), a copy of which is annexed hereto.
Except as herein expressly provided to the contrary, the
within assignment is being made by the Assignor (and accepted by the Assignee)
without representation, warranty, covenant or agreement of any kind nature or
description, including without limitation the right or ability of the Assignee
to exercise and/or enforce the rights herein assigned. Assignor represents that:
(a) prior to the date hereof the Assignor has not transferred, sold, assigned or
conveyed the First Amendment and/or any interest therein and/or the right herein
assigned, and/or any interest therein, to any person and/or entity; (b) the
execution, delivery and performance of this Assignment is within the power and
authority of the Assignor, has been authorized by the taking of all required
actions and does not violate the constitutional documents of the Assignor, and
(c) from and after the date hereof the Assignor shall not exercise or attempt to
exercise the within assigned right.
IN WITNESS WHEREOF, the Assignor has executed this Quit Claim
Assignment this 10th day of April, 2004.
All Capital, LLC
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
