Exhibit 10.3
BILL OF SALE, QUIT CLAIM AND
ASSIGNMENT OF INTEREST
FOR AND IN CONSIDERATION of (i) the delivery by SABAL CORP., a Nevada
corporation with an address at 5830 McArdle No. 14 Crossroads, Suite 203,
Corpus Christi, Texas 78412 (herein called "Assignee") of that certain
Assignment of Production Payment of even date herewith (herein so called);
(ii) the execution and delivery of that certain mutual release by and between
Assignor and Fleur-David Corporation of even date herewith and (iii) for
other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, EXCAL ENERGY CORPORATION, a Michigan corporation,
and MTR Gaming Group, Inc., a Delaware corporation, each with an address at
State Route 2, South, Chester, West Virginia 26034; (herein collectively
called "Assignor"), do hereby SELL, QUIT CLAIM, ASSIGN, TRANSFER, AND DELIVER
unto Assignee, its successors and assigns forever, all of Assignor's right,
title, and interest, without warranty or representation of any kind or nature
whatsoever, in and to the oil and gas leases described on Exhibit 1 hereto,
the interests being so sold and assigned being collectively referred to as
the "Leases" and do hereby release and forfeit any and all of Assignor's
rights and interests in and to the Area of Mutual Interest described on
Exhibit II hereto (the "AMI"). Exhibits I and II are incorporated herein, by
this reference.
Assignee, for itself and its successors and assigns, hereby accepts
and assumes the Leases and further warrants to fulfill all of the
representations, warranties, covenants, agreements and obligations of the
Assignor as to the Leases.
This sale and assignment is made pursuant to that certain Term Loan
Agreement of even date herewith between Assignor, as Lender, and Assignee, as
Borrower, and is subject to all of the terms and conditions of said Term Loan
Agreement.
EXECUTED as of the 30th day of October, 1998.
EXCAL ENERGY CORPORATION
By: /s/ Robert L. Ruben
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Robert L. Ruben, Attorney-in-Fact
MTR GAMING GROUP, INC.
By: /s/ Robert L. Ruben
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Robert L. Ruben, Attorney-in-Fact
SABAL CORP.
By: /s/ Roger Landress
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Roger Landress, President
ACKNOWLEDGEMENTS
STATE OF )
COUNTY OF )
This instrument was acknowledged before me on the 27th day of
October, 1998, by Robert L. Ruben, Attorney-in-Fact of EXCAL ENERGY
CORPORATION.
/s/ Elva R. Barriteau
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Notary Public, District of Columbia
STATE OF )
COUNTY OF )
This instrument was acknowledged before me on the 27th day of
October, 1998, by Robert L. Ruben, Attorney-in-Fact of MTR GAMING GROUP, INC.
/s/ Elva R. Barriteau
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Notary Public, District of Columbia
STATE OF )
COUNTY OF )
This instrument was acknowledged before me on the 30th day of
October, 1998, by Roger Landress, President of SABAL CORP.
/s/ Jeanette E. Fuller
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Notary Public, State of Texas
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EXHIBIT 1 TO BILL OF SALE, QUIT CLAIM AND
ASSIGNMENT OF INTEREST
LEASES
GRANTOR: Robert F. Ulrich, et ux
GRANTEE: Fleur-David Corporation
DATE: October 5, 1993
DESCRIPTION: FOREST TNP, GENESEE COUNTY, SECTION 13, T9N-RSE The
NW/4 of NW/4, EXCEPT commencing at the NE comer of
the NW/4 of NWI/2 thence running West along Farrand
Rd. 18 rods, thence S 18 rods, thence N 18 rods,
thence N 18 rods to the POB, LSO EXCEPTING comm 18
rods W of the NE comer of the NW1/2 of NWI/4, thence
W260' ch. S 297 thence E 260' thence N 297' to POB,
ALSO EXCEPTING comm..at the NW comer of. the NWI/4
of NW, thence E 627' thence S 313.5, thence l56.75',
thence N313.5', thence WI56.75' to the POB.
GRANTOR: James Richardson, et ux
GRANTEE: FLEUR-DAVID CORPORATION
DATE: August 5, 1992
DESCRIPTION: in Lapeer County, Michigan, to-wit: Section 17,
T9N-R9E, Marathon Township NW 1/4 of NE 1/4 E 1/2 of
NW 1/4 N 1/2 of NE I/4 of SW1/4
GRANTOR: LEO SAMMONS, et ux
GRANTEE: FLEUR-DAVID CORPORATION
DATE: August 6, 1992
DESCRIPTION: in Genesee County, Michigan, to-wit: all that part
of N 1/2 of SW 1/4 lying wly of P.M.R.R. 36 acres
more or less. W.1/2 of S.E 1/4, Except 295.16 ft. of
S.295.16ft. 78 acres, more or less. And E. 1/2 of
S.E. 1/4 Sec. 1. 80 acres more or less. 158 acres,
more or less in Forest, Township, Range R8E.
AREA OF MUTUAL INTEREST
All of the lands lying within Sections 7 through 22, both inclusive, in
Township 9 North, Range 9 East, Lapeer County, Michigan and in Sections 1, 2,
11, 12, 13 and 14, in Township 9 North, Range 8 East, Genesee County, Michigan
are hereby declared to be an Area of Mutual Interest ("AMI") with respect to any
oil, gas and mineral leases, or mineral or royalty interest including any
contractual right to acquire any such interests, including without limitation
any options, farmout or farm-in agreements, or any other agreements under the
terms of which Sabal Corp. any of its affiliates may acquire any such interest,
except by devise, inheritance or gift from a family member.
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