PLEDGE AND SECURITY AGREEMENT amongPledge and Security Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of January 24, 2017 (this “Agreement”), is made by (a) MONTREIGN OPERATING COMPANY, LLC, a New York limited liability company (the “Borrower”), and (b) EACH OF THE OTHER PARTIES HERETO, whether as an original signatory hereto or as an Additional Grantor (each, a “Grantor” and, collectively, together with the Borrower, the “Grantors”), in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as collateral agent for the benefit of the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).
FORM OF SUBSIDIARY GUARANTYSubsidiary Guaranty • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places • New York
This SUBSIDIARY GUARANTY (as amended, amended and restated, supplemented, or otherwise modified from time to time, this “Guaranty”), dated as of January 24, 2017, is made by Montreign Operating Company, LLC, a New York limited liability company (the “Borrower”) and each of the other signatories hereto (together with the Borrower, each individually, a “Guarantor”, and collectively, together with each Additional Guarantor, the “Guarantors”) in favor of Credit Suisse AG, cayman islands branch, in its capacity as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the benefit of the Secured Parties.
EQUITY PLEDGE AGREEMENT dated as of January 24, 2017 by MONTREIGN HOLDING COMPANY, LLC, as Pledgor and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral AgentEquity Pledge Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places • New York
BUILDING LOAN DISBURSEMENT AGREEMENT amongBuilding Loan Disbursement Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places • New York
FORM OF TERM B NOTETerm B Note • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places
The Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until such principal amount is paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Building Term Loan Agreement, dated as of January 24, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, together with its successors and assigns acting in such capacity, the “Administrative Agent”), and the banks, financial institutions and other entities from time to time party thereto as lenders. Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Note have the meanings provided in the Credit Agreement.
LOAN AGREEMENTLoan Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places • New York
THIS LOAN AGREEMENT (this “Agreement”), made as of January 24, 2017, between MONTREIGN HOLDING COMPANY, LLC, a New York limited liability company, as borrower (“Borrower”), and KIEN HUAT REALTY III LIMITED, a corporation organized in the Isle of Man, as lender (together with its successors and assigns, “Lender”). Lender and Borrower are hereinafter referred to collectively as the “Parties” or individually as a “Party”.
FIRST AMENDMENT TO ENTERTAINMENT VILLAGE LEASEEntertainment Village Lease • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places
THIS FIRST AMENDMENT TO THE ENTERTAINMENT VILLAGE LEASE (the “First Amendment”) is made and entered this 24th day of January, 2017 between ADELAAR DEVELOPER, LLC, a Delaware limited liability company having offices at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106 (“Landlord”), and EMPIRE RESORTS REAL ESTATE II, LLC, a New York limited liability company, having an address at 204 State Route 17B, Monticello, New York 12701, (“Tenant”) (Landlord and Tenant, collectively, the “Parties”).
PROJECT DISBURSEMENT AGREEMENT among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Disbursement Agent and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Administrative Agent and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Collateral Agent andProject Disbursement Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER DEVELOPMENT AGREEMENTMaster Development Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED MASTER DEVELOPMENT AGREEMENT (the “First Amendment”) is made and entered this 24th day of January, 2017 among EPT CONCORD II, LLC, a Delaware limited liability company (“EPT”), EPR CONCORD II, L.P., a Delaware limited partnership (“EPR LP”), Adelaar Developer, LLC, a Delaware limited liability company (“Adelaar Developer”), each having offices at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106 (“EPT,” “EPR LP,” and “Adelaar Developer” herein collectively referenced as “EPR”), Montreign Operating Company, LLC, a New York limited liability company, Empire Resorts Real Estate I, LLC and Empire Resorts Real Estate II, LLC, each a New York limited liability company having an address at 204 State Route 17B, Monticello, New York 12701 (herein collectively referenced as “Empire Developers,” and together with EPR, the “Parties”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of January 24, 2017 by EMPIRE RESORTS, INC., a Delaware corporation (“Pledgor”), in favor of KIEN HUAT REALTY III LIMITED, a corporation organized in the Isle of Man, as lender (together with its successors and assigns, “Lender”).
BUILDING TERM LOAN AGREEMENT (to be filed pursuant to the Lien Law of the State of New York) amongBuilding Term Loan Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places • New York
FORM OF NOTECredit Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places • New York
The Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until such principal amount is paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Revolving Credit Agreement, dated as of January 24, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Fifth Third Bank, as administrative agent (in such capacity, together with its successors and assigns acting in such capacity, the “Administrative Agent”), and the banks, financial institutions and other entities from time to time party thereto as lenders. Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Note have the meanings provided in the Credit Agreement.
FIRST AMENDMENT TO GOLF COURSE LEASEGolf Course Lease • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places
THIS FIRST AMENDMENT TO THE GOLF COURSE LEASE (the “First Amendment”) is made and entered this 24th day of January, 2017 between ADELAAR DEVELOPER, LLC, a Delaware limited liability company having offices at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106 (“Landlord”), and EMPIRE RESORTS REAL ESTATE I, LLC, a New York limited liability company, having an address at 204 State Route 17B, Monticello, New York 12701, (“Tenant”) (Landlord and Tenant, collectively, the “Parties”).
FIRST AMENDMENT TO PURCHASE OPTION AGREEMENTPurchase Option Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places
THIS FIRST AMENDMENT TO PURCHASE OPTION AGREEMENT (the “Amendment”) is made and entered this 24th day of January, 2017, by and among Adelaar Developer, LLC, a Delaware limited liability company, EPT Concord II, LLC, a Delaware limited liability company and EPR Concord II, L.P., a Delaware limited partnership (collectively, “Seller”) and Montreign Operating Company, LLC, a New York limited liability company (“Buyer”).
FIRST AMENDMENT TO CASINO LEASECasino Lease • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places
THIS FIRST AMENDMENT TO THE CASINO LEASE (the “First Amendment”) is made and entered this 24th day of January, 2017 among EPT CONCORD II, LLC, a Delaware limited liability company having offices at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106 (“Landlord”), and Montreign Operating Company, LLC, a New York limited liability company, having an address at 204 State Route 17B, Monticello, New York 12701 (“Tenant”) (Landlord and Tenant, collectively, the “Parties”).
FORM OF TERM A NOTETerm Loan Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places
The Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until such principal amount is paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Building Term Loan Agreement, dated as of January 24, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, together with its successors and assigns acting in such capacity, the “Administrative Agent”), and the banks, financial institutions and other entities from time to time party thereto as lenders. Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Note have the meanings provided in the Credit Agreement.
COMPLETION GUARANTYCompletion Guaranty • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places • New York
This COMPLETION GUARANTY (this “Agreement”), dated as of January 24, 2017, is made by EMPIRE RESORTS, INC., a Delaware corporation (“Guarantor”), in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the administrative agent under the Credit Agreement (as defined below) (in such capacity, and together with its successors and assigns acting in such capacity, the “Administrative Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the disbursement agent under the Building Loan Disbursement Agreement (as defined below) and the Project Disbursement Agreement (as defined below) (in such capacities, and together with its successors and assigns acting in such capacities, the “Disbursement Agent”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Collateral Agent (as defined in the Credit Agreement) (in such capacity, and together with its successors and assigns acting in such capacity, the “Collateral Agent”).
REVOLVING CREDIT AGREEMENT amongRevolving Credit Agreement • March 13th, 2017 • Empire Resorts Inc • Retail-eating & drinking places • New York
