EXHIBIT 10.42
CATSKILL DEVELOPMENT, L.L.C.
x/x Xxxxxxxxxx Xxxxxxx
Xxxxx 00X
Xxxxxxxxxx, Xxx Xxxx 00000
January 12, 0000
Xxxxxxxxxx Xxxxxxx Management, Inc.
Monticello Raceway
Xxxxx 00X
Xxxxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is hereby made to the Amended and Restated Securities
Contribution Agreement, dated as of December 12, 2003 (as amended, supplemented
or otherwise modified, the "SECURITIES CONTRIBUTION AGREEMENT"), by and between
Catskill Development, L.L.C., Empire Resorts, Inc., Alpha Monticello, Inc.,
Americas Tower Partners, 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. Unless otherwise defined
herein, capitalized terms used herein shall have the meanings assigned to such
terms in the Securities Contribution Agreement.
Pursuant to Section 8.2(g) of the Securities Contribution Agreement
the parties agreed to amend that certain Shared Facilities Agreement, dated as
of April 3, 2003 (the "SHARED FACILITIES AGREEMENT"), by and between Cayuga
Catskill Gaming Authority (the "AUTHORITY") and Catskill Development, L.L.C.
("CATSKILL") (with such amendment to be in a form reasonably satisfactory to
Empire), pursuant to which Monticello Raceway Management, Inc. ("MRM and
together with Catskill, the "PARTIES") is to become a co-party to the Shared
Facilities Agreement.
The Parties hereby agree as follows:
1. Catskill herewith assigns to MRM Catskill's rights, interests and
obligations to the Shared Facilities Agreement on a joint basis with Catskill
and MRM herewith accepts such assignment on a joint basis with Catskill and
agrees to be bound by the terms and conditions thereof applicable to Catskill,
including, without limitation, Section 12.4 thereof (the "Assignment") for so
long as MRM is the tenant under the Lease. As between the Parties, MRM shall be
primarily responsible for the enforcement of and compliance with the obligations
of the parties under the Shared Facilities Agreement.
2. Pursuant to Section 15.7 of the Shared Facilities Agreement,
Catskill may assign any or all of its rights, interests or obligations under the
Shared Facilities Agreement to a third party acquiring an interest, estate or
other right in or to the Property (as such term is defined in the Shared
Facilities Agreement) or any portion thereof without the prior consent of the
Authority. As MRM has acquired rights in the Property (as such term is defined
in the Shared Facilities Agreement) as the tenant thereof pursuant to the terms,
conditions and provisions of that certain Agreement of Lease, dated as of
October 29, 2003, by and between the Parties, as subsequently amended, the
Authority's prior written consent is not required for the Assignment.
This Letter Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together constitute
one and the same document.
The terms of this Letter Agreement may be modified only by a
subsequent letter signed by each Party hereto.
THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.
[SIGNATURE PAGE FOLLOWS]
If you are in agreement with the foregoing, kindly sign and return
to us the enclosed copy of this Letter Agreement.
Very truly yours,
CATSKILL DEVELOPMENT, L.L.C.
By: /s/ Xxxxx Xxxxxx
--------------------
Name: Xxxxx Xxxxxx
Title: President
Agreed and Accepted:
MONTICELLO RACEWAY MANAGEMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
SHARED FACILITY LETTER AGREEMENT
