ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
This Assignment and Assumption of Lease Agreement (this "Assignment") is made as
of the 31st day of December, 1998 by and between LADBROKE RACING
MANAGEMENT-PENNSYLVANIA, a general partnership organized under the laws of the
Commonwealth of Pennsylvania, having an address of P.O. Box 499, Racetrack Road,
Meadow Lands, Pennsylvania 15347 ("Assignor"), and MOUNTAINVIEW THOROUGHBRED
RACING ASSOCIATION, a Pennsylvania corporation, having an address of 825
Berkshire Boulevard, Suite 200, Wyomissing, Pennsylvania 19610 ("Assignee").
Recitals
A. Assignor is the holder of the Tenant's interest under a Lease dated as of
October 4, 1991 (the "Lease") by and between Assignor and UNIVERSITY PARK
ASSOCIATES, a Pennsylvania general partnership ("Landlord"), with respect to
certain Premises located in Richland Township, Cambria County, Pennsylvania,
more particularly described in the Lease (the "Premises"). B. Assignor desires
to assign its rights and delegate its obligations under the Lease to Assignee
and Assignee desires to assume such rights and obligations thereunder.
Agreement
In consideration of the foregoing, the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee, intending to, be legally bound
hereby, agree as follows:
Assignment. Assignor hereby transfers, conveys, assigns and sets over to
Assignee all of Assignor's right, title and interest in, to and under the Lease,
together with all of fixtures and improvements erected on the Premises and the
appurtenances thereto (collectively, the "Improvements") and represents and
warrants to Assignee that (a) Assignor's execution and delivery of this
Agreement have been duly authorized, (b) the persons executing this Assignment
on behalf of Assignor are fully authorized to execute it, (c) there are no
uncured defaults under the Lease, (d) Assignor has paid all rents and performed
all duties of Tenant under the Lease accruing through the date hereof, (e) the
Lease is in full force and effect, and there are no amendments, oral or written,
to the Lease, and (f) Assignor has not waived or relinquished any option or
right granted to Assignor by the terms of the Lease.
Acceptance and Assumption. Assignee expressly accepts the assignment to it of
Assignor's right, title and interest in and to the Lease and the Improvements
and assumes and agrees to be bound by the Lease and to keep, perform and fulfill
each and all of the obligations required to be kept, performed and fulfilled by
Assignor as tenant under the Lease accruing or arising on or after the date
hereof, and to make all payments accruing or due on or after the date hereof due
to Landlord or third parties under the Lease as and when the same are due and
payable. Assignee hereby represents and warrants to Assignor that (a) Assignee's
execution and delivery of this Assignment have been duly authorized, and (b) the
persons executing this Assignment on behalf of Assignee are fully authorized to
execute it. Indemnification of Assignor. Assignee hereby agrees to indemnify and
save Assignor harmless from any and all claims, demands, actions, causes of
action, suits, proceedings, damages, liabilities and costs and expenses of every
nature whatsoever, including, without limitation, reasonable attorneys' fees and
disbursements, arising out of or relating to any breach of Assignee's covenants
and agreements contained herein or relating to the Lease or the Premises arising
out of events or transactions occurring on or after the date hereof.
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Indemnification of Assignee. Assignor hereby agrees to indemnify and save
Assignee harmless from any and all claims, demands, actions, causes of action,
suits, proceedings, damages, liabilities and costs and expenses of every nature
whatsoever including, without limitation, reasonable attorneys' fees and
disbursements, arising out of or relating to any breach of Assignor's covenants
and agreements contained herein or relating to the Lease or the Premises arising
out of events or transactions occurring before the date hereof.
Further Assurances. Promptly upon request from time to time of the other party,
each party shall do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged or delivered, to or at the direction of such party, all
further acts, transfers, assignments, powers and other documents and instruments
as may be s reasonably requested to give effect to the transactions contemplated
hereby.
Successors and Assigns. This Assignment shall bind the parties and their
respective successors and assigns.
(Signatures appear on the following page)
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IN WITNESS WHEREOF, the parties have executed this Assignment of the date and
year first set forth above.
ASSIGNOR:
LADBROKE RACING MANAGEMENT-PENNSYLVANIA
By: Washington Trotting Association, Inc.,
a General Partner
By: /s/Michael E. Jeannot
-----------------------
Title: Vice President
By: Mountain Laurel Racing, Inc., a General Partner
By: /s/Michael E. Jeannot
---------------------
Title: Vice President
ASSIGNEE:
MOUNTAINVIEW THOROUGHBRED RACING ASSOCIATION
By: /s/Peter M. Carlino
-------------------
Peter M. Carlino, Chairman and CEO
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LANDLORD'S RELEASE
The undersigned hereby releases Ladbroke Racing Management-Pennsylvania from all
liability under the Lease from and after the effective date hereof.
LANDLORD:
UNIVERSITY PARK ASSOCIATES
By: /s/Stephen B. Zauers
General Partner
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COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF Washington )
On this the _28__ day of _December__, 1998, before me, a Notary Public, the
undersigned officer, personally appeared ___Michael E. Jeannot___, the __Vice
President____ of Washington Trotting Association, Inc., a General Partner of
Ladbroke Racing Management-Pennsylvania, and acknowledged that [s]he as such
officer, being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing the name of the partnership by [him]
[her]self as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
___\s\Deborah Howells__________________
Notary Public
My commission expires:
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF )
On this the __28__ day of ___December_, 1998, before me, a Notary Public, the
undersigned officer, personally appeared _____Michael Jeannot ___________, the
_Vice President_______ of Mountain Laurel Racing, Inc., a General Partner of
Ladbroke Racing Management-Pennsylvania, and acknowledged that [s]he as such
officer, being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing the name of the partnership by
[him][her]self as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
\s\Deborah Howwell
-------------------------------------
Notary Public
My commission expires:
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COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF )
On this the _29_ day of _December____________, 1998, before me, a Notary Public,
the undersigned officer, personally appeared Peter M. Carlino, the Chairman and
CEO of MOUNTAINVIEW THOROUGHBRED RACING ASSOCIATION and acknowledged that he as
such officer, being authorized to do so, executed the foregoing instrument for
the purposes therein contained by signing the name of the corporation by himself
as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal.
\s\ Susan Montgomery
---------------------------------------
Notary Public
My commission expires:
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