ex49to8k05558_07272009.htm


    Exhibit 4.9

     

    
      ASSIGNMENT
OF MORTGAGE

       

      BANK OF SCOTLAND PLC, New York
branch with an address at 1095 Avenue of the Americas, 34th Floor, New
York, New York 10036 (“Assignor”) in connection with the resignation of Assignor
as Agent under the Loan Agreement (as defined in the Mortgage referred to below)
and the appointment of THE PARK
AVENUE BANK, 460 Park Avenue, New York,
NY  10022  (“Assignee”) as such Agent and in
consideration  of $10 paid in hand and other good and valuable
consideration does hereby assign to Assignee that certain Mortgage, Security
Agreement,  Assignment of Leases and Rents, and Fixture
Filing  dated as of January 11, 2005, made by MONTICELLO RACEWAY MANAGEMENT,
INC., a New York corporation, to Assignor in the maximum principal sum of
$10,000,000 and recorded on March 15, 2005 as Instrument No. 2005-00066437 in
Liber 2931, page 505. (the “Mortgage”).

       

      TO HAVE
AND TO HOLD the same unto Assignee, its successors and assigns
forever.

      
         

        This
Assignment is made without any representation or warranty whatsoever by Assignor
and upon the express condition, understanding and agreement that this Assignment
is made without recourse to Assignor, for any cause whatsoever, by Assignee, or
by any successor to the interest of Assignee in the Mortgage and the obligations
secured thereby; provided, however, Assignor represents and warrants that it has
not heretofore assigned, pledged, hypothecated, conveyed or otherwise
transferred the Mortgage, Assignor has full authority to assign the Mortgage to
Assignee and the aggregate outstanding principal amount of all loans secured by
the Mortgage is $6,917,040.77. Nothing contained herein is intended to nor shall
limit or modify the terms of that certain Transfer Supplement pursuant to which
such loans are being transferred from Assignor, in its capacity as a Bank under
the Loan Agreement, to Assignee.

      

       

      Dated
the 23rd day of July , 2009.

       

      BANK OF
SCOTLAND PLC, New York branch

      as Agent
and Lender

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  By:

                                	
                                  /s/
      Julia R. Franklin

                                
	 
      	
                                  Name:
      Julia R. Franklin

                                
	 
      	
                                  Title:
      Assistant Vice
President

                                


                        

                      

                    

                  

                

              

            

          

        

      

      
      

      


      


      


      State of
New York, County of Queens, SS:

       

      On the
23rd day of July in the year 2009, before me, the undersigned, personally
appeared, Julia R. Franklin, the undersigned, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and Julia R. Franklin acknowledged
to me that she executed the same in her capacity, and that by her signature on
the instrument, the individual or the person upon behalf of which the individual
acted, executed the instrument.

       

      
        
          
            
              
                
                  
                    
                      	 
      	 
      
	 
      	 
      
	 
      	/s/
      Sara G. Alaimo
	 
      	
                              NOTARY
      PUBLIC

                            
	 	 
	 	[SEAL]