EX-10.1



 Exhibit 10.1 

Execution Version 

SUBORDINATE LOAN AGREEMENT 
 Dated
as of June 25, 2018 
 between 

EMPIRE RESORTS, INC., 
 as
Borrower, 
 and 
 KIEN HUAT
REALTY III LIMITED, 
 as Lender 

 

Subject to Subordination and Standstill Agreement, dated as of June 

25, 2018, made by Kien Huat Realty III Limited in favor of Bangkok 

Bank, PCL, New York branch 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I	 
	
	DEFINITIONS	 
	 SECTION 1.01.
	 	Definitions	  	 	1	 
	 SECTION 1.02.
	 	General Construction	  	 	4	 
	
	ARTICLE II	 
	
	GENERAL TERMS	 
	 SECTION 2.01.
	 	The Loan	  	 	5	 
	 SECTION 2.02.
	 	The Term	  	 	5	 
	 SECTION 2.03.
	 	Interest and Principal; Commitment Fee	  	 	5	 
	 SECTION 2.04.
	 	Method and Place of Payment	  	 	6	 
	 SECTION 2.05.
	 	Increased Costs	  	 	6	 
	 SECTION 2.06.
	 	Application of Payments; Offset	  	 	7	 
	 SECTION 2.07.
	 	Taxes	  	 	7	 
	
	ARTICLE III	 
	
	INTENTIONALLY OMITTED	 
	
	ARTICLE IV	 
	
	REPRESENTATIONS AND WARRANTIES	 
	 SECTION 4.01.
	 	Organization	  	 	8	 
	 SECTION 4.02.
	 	Authorization	  	 	8	 
	 SECTION 4.03.
	 	No Conflicts	  	 	9	 
	 SECTION 4.04.
	 	Enforceable Obligations	  	 	9	 
	 SECTION 4.05.
	 	Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws	  	 	9	 
	 SECTION 4.06.
	 	Survival	  	 	9	 


  
 -i- 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	ARTICLE V	 
	
	AFFIRMATIVE COVENANTS	 
	 SECTION 5.01.
	 	Maintenance of Existence	  	 	10	 
	 SECTION 5.02.
	 	Compliance with Laws	  	 	10	 
	 SECTION 5.03.
	 	Use of Proceeds	  	 	10	 
	
	ARTICLE VI	 
	
	INTENTIONALLY OMITTED	 
	
	ARTICLE VII	 
	
	EVENTS OF DEFAULT	 
	 SECTION 7.01.
	 	Event of Default	  	 	10	 
	 SECTION 7.02.
	 	Remedies	  	 	12	 
	 SECTION 7.03.
	 	No Waiver	  	 	12	 
	 SECTION 7.04.
	 	Application of Payments after an Event of Default	  	 	13	 
	
	ARTICLE VIII	 
	
	MISCELLANEOUS	 
	 SECTION 8.01.
	 	Successors	  	 	13	 
	 SECTION 8.02.
	 	Governing Law	  	 	13	 
	 SECTION 8.03.
	 	Modification; Waiver in Writing	  	 	14	 
	 SECTION 8.04.
	 	Notices	  	 	14	 
	 SECTION 8.05.
	 	TRIAL BY JURY	  	 	14	 
	 SECTION 8.06.
	 	Headings	  	 	15	 
	 SECTION 8.07.
	 	No Assignment	  	 	15	 
	 SECTION 8.08.
	 	Expenses	  	 	15	 
	 SECTION 8.09.
	 	Severability	  	 	16	 
	 SECTION 8.10.
	 	Preferences	  	 	16	 
	 SECTION 8.11.
	 	Remedies of Borrower	  	 	16	 
	 SECTION 8.12.
	 	Offsets, Counterclaims and Defenses	  	 	16	 


  
 -ii- 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 SECTION 8.13.
	 	No Joint Venture	  	 	17	 
	 SECTION 8.14.
	 	Conflict; Construction of Documents	  	 	17	 
	 SECTION 8.15.
	 	Brokers and Financial Advisors	  	 	17	 
	 SECTION 8.16.
	 	Counterparts	  	 	17	 
	 SECTION 8.17.
	 	Register	  	 	17	 
	 SECTION 8.18.
	 	General Indemnity	  	 	17	 
	 SECTION 8.19.
	 	No Third-Party Beneficiaries	  	 	18	 
	 SECTION 8.20.
	 	Right of Set-Off	  	 	19	 
	 SECTION 8.21.
	 	Exculpation of Lender	  	 	19	 
	 SECTION 8.22.
	 	No Fiduciary Duty	  	 	19	 
	 SECTION 8.23.
	 	PATRIOT Act Records	  	 	20	 
	 SECTION 8.24.
	 	Prior Agreements	  	 	20	 
	 SECTION 8.25.
	 	Delay Not a Waiver	  	 	20	 
	 SECTION 8.26.
	 	Determinations	  	 	21	 


  
 -iii- 








 THIS SUBORDINATE LOAN AGREEMENT (this “Agreement”), made as of June 25,
2018, between EMPIRE RESORTS, INC., a Delaware corporation, 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”. 

RECITALS 
 WHEREAS,
Borrower desires to obtain from Lender the Loan (as hereinafter defined), the proceeds of which will be used by Borrower exclusively to make capital contributions to Montreign Operating Company, LLC (“Operator”) for purposes of
working capital for marketing and general corporate purposes (including the payment of debt service) related to the casino known as Resorts World Catskills Casino located in Sullivan County, New York; and 

WHEREAS, Lender is willing to make the Loan on the terms and subject only to the conditions set forth in this Agreement. 

NOW, THEREFORE, in consideration of the agreements, provisions and covenants contained herein, and for other good and valuable consideration,
the sufficiency of which is hereby acknowledged, Lender and Borrower agree as follows: 
 ARTICLE I 

DEFINITIONS 

SECTION 1.01. Definitions. When used herein, the following capitalized terms shall have the following meanings: 

“Advance” has the meaning set forth in Section 2.01(a). 

“Affiliate” with respect to any Person means any Person directly or indirectly controlling, controlled by or under common
control with, such Person. For the purposes of this Agreement, “control” (including, with correlative meaning, the terms “controlling” and “controlled”) shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 

“Agreement” has the meaning specified in the preamble. 

“Bankruptcy Code” has the meaning specified in Section 7.01(d). 

“Borrower” has the meaning specified in the preamble. 

“Business Day” means any day other than (i) a Saturday, (ii) a Sunday, (iii) a day on which federally insured
depository institutions located in the State of New York are required or authorized by Law to close, or (iv) a day on which banking institutions located in Singapore or Malaysia are required or authorized by Law to close. 







 “Closing Date” shall mean the date hereof. 

“Code” means the Internal Revenue Code of 1986, as amended, and applicable U.S. Department of Treasury regulations issued
pursuant thereto in temporary or final form. 
 “Commitment Fee” means a commitment fee equal to $300,000. 

“Damages” to a Party means any and all liabilities, obligations, losses, demands, damages, penalties, assessments, actions,
causes of action, judgments, proceedings, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees and other costs of defense and/or enforcement whether or not suit is brought),
fines, charges, fees, settlement costs and disbursements imposed on, incurred by or asserted against such Party, whether based on any federal, state or foreign Laws, statutes, rules or regulations (including securities and commercial laws, statutes,
rules or regulations and environmental Laws), on common law or equitable cause or on contract or otherwise. 
 “Default
Rate” means, with respect to the Note, 5.00% per annum in excess of the Interest Rate. 
 “Dollars” or
“$” means lawful money of the United States of America. 
 “Embargoed Person” has the meaning specified in
Section 4.07. 
 “Event of Default” has the meaning specified in
Section 7.01. 
 “GAAP” means the generally accepted accounting principles in the United States
of America in effect from time to time. 
 “Governmental Authority” means any nation or government, any state, county,
regional, local or municipal government, any bureau, department, agency or other political subdivision thereof, including, without limitation, the New York State Gaming Commission, and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to, government (including any court). 
 “Governmental
Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority. 

“Indebtedness” means the Principal Indebtedness, together with interest and all other obligations and liabilities of Borrower
under the Loan Documents, including all transaction costs and other amounts due or to become due to Lender pursuant to this Agreement, the Note or in accordance with any of the other Loan Documents, and all other amounts, sums and expenses
reimbursable by Borrower to Lender hereunder, pursuant to the Note or any other Loan Document. 
 “Indemnified Parties” has
the meaning specified in Section 8.18. 
 “Interest Accrual Period” means the period commencing
on and including the first day of each calendar month during the Term of the Loan and ending on and including the last day of such calendar month. Notwithstanding the foregoing, the first Interest Accrual Period shall commence on and include the
date upon which the initial Advance is made hereunder. 

  
 2 








 “Interest Payment Date” means the first Business Day of each calendar month
beginning on August 1, 2018. 
 “Interest Rate” means 12% per annum. 

“Law” means any federal, state, local or foreign law, including common law, and any regulation, rule, requirement, policy,
judgment, order, writ, decree, ruling, award, approval, authorization, consent, license, waiver, variance, guideline or permit of, or any agreement with, any Governmental Authority. 

“Lender” has the meaning specified in the preamble. 

“Lending Parties” has the meaning specified in Section 8.22. 

“Loan” has the meaning specified in Section 2.01. 

“Loan Amount” means $30,000,000. 

“Loan Documents” means, collectively, this Agreement, the Subordination Agreement, the Note and any and all other documents
and agreements executed in connection with the Indebtedness, as each such agreement may be modified, supplemented, consolidated, extended or reinstated from time to time. 

“Material Adverse Effect” means a material adverse effect on and/or material adverse development with respect to (i) the
business, results of operations, properties, assets or condition (financial or otherwise) of Borrower, (ii) the ability of Borrower to perform, or of Lender to enforce, any material provision of any Loan Document; or (iii) the legality,
validity, binding effect, or enforceability of any material provision of any Loan Document. 
 “Maturity Date” means one
year from the maturity of the Senior Loan, as the same may be extended in accordance with this Agreement, or such earlier date as may result from acceleration of the Loan in accordance with this Agreement. 

“Note” means that certain promissory note, dated as of the Closing Date, made by Borrower to the order of Lender to evidence
the Loan, as such note may be modified and/or replaced from time to time in accordance herewith. 
 “Notices” has the
meaning specified in Section 8.04. 
 “Operator” has the meaning specified in the recitals. 

“Party” or “Parties” has the meaning specified in the preamble. 

  
 3 








 “PATRIOT Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required To Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into Law on October 26, 2001)), as amended from time to time. 

“Person” means an individual, corporation, association, limited liability company, limited liability partnership,
partnership, estate, trust, unincorporated organization or a government or any agency or political subdivision thereof. 

“Principal Indebtedness” means the principal balance of the Loan outstanding from time to time. 

“Request for Advance” means a written request for an Advance, substantially in the form attached hereto as Exhibit A
and signed by a duly authorized representative of Borrower. 
 “Senior Loan” means the term loan made pursuant to the terms
of the Senior Loan Agreement. 
 “Senior Loan Agreement” means that certain Delayed Draw Term Loan Credit Agreement, dated
as of December 28, 2017, between Empire Resorts, Inc., as the Borrower, Monticello Raceway Management, Inc., as the Guarantor, and Bangkok Bank PCL, New York Branch, as the Lender. 

“Senior Lender” means Bangkok Bank PCL, New York Branch. 

“Taxes” means, collectively, all taxes, levies, duties, imposts, deductions, charges, fees or withholdings, and all interest,
penalties and other liabilities imposed by a Governmental Authority or taxing authority in any jurisdiction. 
 “U.S.”
means the United States of America. 
 “U.S. Person” means a United States person within the meaning of
Section 7701(a)(30) of the Code. 
 “U.S. Tax” means any present or future tax, assessment or other charge or levy
imposed by or on behalf of the U.S. or any taxing authority thereof. 
 SECTION 1.02. General Construction. Defined terms used
in this Agreement may be used interchangeably in singular or plural form, and pronouns are to be construed to cover all genders. All references to this Agreement or any agreement or instrument referred to in this Agreement shall mean such agreement
or instrument as originally executed and as hereafter amended, supplemented, extended, consolidated or restated from time to time. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular subdivision; and the words “Article” and “section” refer to the entire article or section, as applicable and not to any particular subsection or other subdivision. Reference to
days for performance means calendar days unless Business Days are expressly indicated. All references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Agreement unless otherwise specified. Unless otherwise
specified: (i) “including” means “including, but not limited to”. All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP, as the same may be modified in this Agreement. 

  
 4 








 ARTICLE II 

GENERAL TERMS 

SECTION 2.01. The Loan. 

(a) Subject to the terms and conditions set forth herein, Lender hereby agrees to make up to four advances to Borrower in
accordance with the schedule set forth on Section 3.01(b) (each an “Advance” and collectively, the “Loan”) in a maximum aggregate principal amount equal to the Loan Amount. The Loan shall be represented by a single Note that
shall bear interest as described in this Agreement at a per annum rate equal to the Interest Rate. The Loan is not in the nature of a revolving credit facility, and any amount borrowed and repaid may not be
re-borrowed. 
 SECTION 2.02. The Term. 

(a) The term of the Loan (the “Term”) shall terminate and expire on the Maturity Date (as the same may be extended
pursuant to subsection (b) below). 
 (b) Lender shall have the right, in its sole discretion, to extend the Maturity
Date for such periods as it elects, up to a period not to exceed 1 year, upon 10 days’ written notice to Borrower. 

SECTION 2.03. Interest and Principal; Commitment Fee. 

(a) On each Interest Payment Date, Borrower shall pay to Lender interest accrued on the Loan, in arrears, for the immediately
preceding Interest Accrual Period at a rate per annum equal to the Interest Rate (except that interest shall be payable on the Principal Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such
Interest Accrual Period falling during the continuance of an Event of Default). Interest payable hereunder shall compound monthly and shall be computed on the basis of a 360-day year and the actual number of
days elapsed. 
 (b) Cash interest on the Loan shall not be required to be paid prior to the Maturity Date. Prior to the
Maturity Date, interest on the Principal Indebtedness shall accrue at the Interest Rate and shall be added to the Principal Indebtedness on each Interest Payment Date, and amounts so added shall thereafter be deemed to be a part of the Principal
Indebtedness for all purposes hereof, including for purposes of Section 7.02(a), and shall be due and payable in cash, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the
Loan Documents, on the Maturity Date. 
 (c) On the date that the first Advance is made, as a condition precedent to such
Advance, Borrower shall pay to Lender the Commitment Fee. The Commitment Fee may be paid out of the proceeds of the first Advance, and in such event, the first Advance shall be made net of the Commitment Fee. 

  
 5 








 (d) Partial or full prepayment of the Loan shall be permitted at any time without
premium or penalty. 
 (e) Notwithstanding anything to the contrary herein, on the last day of each “accrual
period” (as determined under Section 1272(a)(5) of the Code) that occurs after the fifth anniversary of the Closing Date with respect to the Loan, Borrower shall pay in cash to Lender the aggregate amount by which (x) the sum of
(i) the aggregate interest required to be accrued and added to the Principal Indebtedness under Section 2.03(b), and (ii) any other original issue discount (as determined under Section 163(i) of the Code) that has accrued on the
Loan from the Closing Date through the end of such accrual period, in each case, that has not been paid in cash, exceeds (y) the product of the “issue price” (as defined for purposes of the Code) of the Loan and the “yield to
maturity” (as defined for purposes of the Code) of the Loan. 
 SECTION 2.04. Method and Place of Payment. Except as
otherwise specifically provided in this Agreement, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 11:00 a.m., New York City time, on the date when due and shall be made in lawful money of the
United States of America by wire transfer in federal or other immediately available funds to the account specified from time to time by Lender. Any funds received by Lender after such time shall be deemed to have been paid on the next succeeding
Business Day. Lender shall notify Borrower in writing of any changes in the account to which payments are to be made. If the amount received from Borrower pursuant to this Agreement is less than the sum of all amounts then due and payable hereunder,
such amount shall be applied, at Lender’s sole discretion, toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder) in such sequence as Lender shall elect in its sole discretion. 

SECTION 2.05. Increased Costs. 

(a) If Lender determines, in its sole discretion, at any time that any Law or treaty or any change therein or in the
interpretation or application thereof shall (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Lender or (ii) impose on
Lender any other condition affecting this Agreement, and the result of any of the foregoing shall be to increase the cost to Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by Lender (whether
principal, interest or otherwise), then Borrower will pay to Lender such additional amount or amounts as will compensate Lender for such additional costs incurred or reduction suffered. 

(b) If Lender determines, in its sole discretion, at any time that any Law or treaty or any change therein or in the
interpretation or application thereof regarding capital requirements has or would have the effect of reducing the rate of return on Lender’s capital or on the capital of Lender’s holding company, if any, as a consequence


  
 6 








 
of this Agreement or the Loan made by Lender to a level below that which Lender or Lender’s holding company, if any could have achieved but for such change (taking into consideration
Lender’s policies and the policies of Lender’s holding company, if any with respect to capital adequacy), then from time to time, Borrower will pay to Lender such additional amount or amounts as will compensate Lender or Lender’s
holding company, if any, for any such reduction suffered. 
 (c) A certificate of Lender setting forth the amount(s)
necessary to compensate Lender or its holding company, if any, as specified in Section 2.05(b) shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay to Lender the amount shown as due on any such
certificate within ten (10) days after receipt thereof. 
 (d) Failure or delay on the part of Lender to demand
compensation pursuant to this Section 2.05 shall not constitute a waiver of Lender’s right to demand such compensation. 

(e) Lender hereby represents and warrants that, as of the Closing Date, to its actual knowledge, there is no Law or treaty that
would require Borrower to pay to Lender any additional amounts pursuant to this Section 2.05. 
 SECTION 2.06. Application of
Payments; Offset. Subject to Section 7.04, all payments or prepayments of the Loan made by Borrower shall be applied to pay: first, any costs, expenses and other amounts not constituting principal or interest which are then due
Lender hereunder; second, any accrued and unpaid interest then payable with respect to the Loan; and third, the Principal Indebtedness of the Loan. 

SECTION 2.07. Taxes. 

(a) Within 30 days after paying any amount from which it is required by Law to make any deduction or withholding, and within 30
days after it is required by Law to remit such deduction or withholding to any relevant taxing or other Governmental Authority, Borrower shall deliver to Lender satisfactory evidence of such deduction, withholding or payment (as the case may be).
For the avoidance of doubt, Borrower shall not be required to pay to Lender any additional amounts under Section 2.05 due to any deduction or withholding for U.S. Tax resulting from any U.S. law in effect on the date hereof. 

(b) Borrower shall promptly furnish to Lender any such other information as Lender may from time to time reasonably request in
connection with the transactions contemplated in this Agreement in order for Lender to comply with its U.S. Tax computational and reporting obligations. 

  
 7 








 ARTICLE III 

ADVANCES 
 SECTION 3.01.
Conditions to Advance. Notwithstanding anything herein to the contrary, the only conditions to an Advance shall be satisfaction (as determined by Lender in its reasonable discretion) of the following requirements: 

(a) Borrower shall have delivered to Lender, not less than 5 Business Days prior to the date on which the Advance is requested
to be made, a written Request for Advance with respect thereto, and the representations contained therein shall be true and correct; 

(b) Prior to the making the first Advance hereunder, Borrower shall have delivered to Lender, or its designee, the original,
executed Note, in the form attached hereto as Exhibit B; 
 (c) Advances shall be made in accordance with the
following schedule: 
 (i) The first Advance made hereunder shall be made in the amount of $5,000,000 (subject to
Section 2.03(c) hereof) and shall be made no earlier than July 2, 2018; 
 (ii) The second
Advance made hereunder shall be made in the amount of $5,000,000 and shall be made no earlier than July 20, 2018; 

(iii) The third Advance made hereunder shall be made in the amount of $10,000,000 and shall be made no earlier than
September 4, 2018; 
 (iv) The fourth Advance made hereunder shall be in the amount of $10,000,000 and shall be made no
earlier than September 17, 2018; and 
 (d) After giving effect to the requested Advance, the aggregate amount of all
Advances made to Borrower hereunder shall not exceed the Loan Amount. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 

Borrower represents to Lender that, as of the Closing Date: 

SECTION 4.01. Organization. Borrower is duly organized, validly existing and in good standing under the laws of the State of
Delaware, and is in good standing in each other jurisdiction where ownership of its properties or the conduct of its business requires it to be so, and Borrower has all power and authority under such laws and its organizational documents and all
material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. 

SECTION 4.02. Authorization. Borrower has the power and authority to enter into this Agreement and the other Loan Documents, to
perform its obligations hereunder and thereunder and to consummate the transactions contemplated by the Loan Documents and has by proper action duly authorized the execution and delivery of the Loan Documents. 

  
 8 








 SECTION 4.03. No Conflicts. Neither the execution and delivery of the Loan Documents,
nor the consummation of the transactions contemplated therein (which for all purposes herein shall include conversion of the Note), nor performance of and compliance with the terms and provisions thereof will (i) violate or conflict with any
provision of Borrower’s formation and governance documents, (ii) violate or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, contract or other material agreement to which
Borrower is a party or by which Borrower may be bound or (iii) result in or require the creation of any Lien or other charge or encumbrance upon any asset of Borrower. 

SECTION 4.04. Enforceable Obligations. This Agreement and the other Loan Documents have been duly executed and delivered by
Borrower and constitute Borrower’s legal, valid and binding obligations, enforceable against Borrower in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws
of general applicability relating to or affecting creditors’ rights and to general equity principles. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by
Borrower, including the defense of usury. 
 SECTION 4.05. Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money
Laundering Laws. (a) None of the funds or other assets of any of Borrower constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under federal Law, including
the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any executive orders or regulations promulgated thereunder, with the result that (i) the
investment in Borrower (whether directly or indirectly), is prohibited by Law or (ii) the Loan is in violation of Law (any such person, entity or government, an “Embargoed Person”); (b) no Embargoed Person has any interest of any
nature whatsoever in Borrower (whether directly or indirectly), with the result that (i) the investment in Borrower (whether directly or indirectly) is prohibited by Law or (ii) the Loan is in violation of Law, (c) none of the funds
of Borrower have been derived from any unlawful activity with the result that (i) the investment in Borrower (whether directly or indirectly) is prohibited by Law or (ii) the Loan is in violation of Law and (d) Borrower and its
subsidiaries are in material compliance with the PATRIOT Act. Borrower has implemented procedures, and will consistently apply those procedures throughout the term of the Loan, to ensure the foregoing representations and warranties remain true and
correct during the term of the Loan. Notwithstanding Section 4.06 to the contrary, the representations and warranties contained in this Section 4.05 shall survive in perpetuity. 

SECTION 4.06. Survival. Borrower agrees that all of the representations of Borrower set forth in this Agreement and in the other
Loan Documents shall survive for so long as any portion of the Indebtedness is outstanding. All representations, covenants and agreements made by Borrower in this Agreement or in the other Loan Documents shall be deemed to have been relied upon by
Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf. 

  
 9 








 ARTICLE V 

AFFIRMATIVE COVENANTS 

SECTION 5.01. Maintenance of Existence. Borrower shall, at all times (i) preserve, renew and maintain in full force and
effect its legal existence and good standing under the Laws of the jurisdiction of its organization and (ii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises (including all Governmental
Authorizations) necessary in the normal conduct of its business. 
 SECTION 5.02. Compliance with Laws. Borrower shall comply
with all applicable Laws. 
 SECTION 5.03. Use of Proceeds. The proceeds received by Borrower in connection with the Loan shall
be used by Borrower exclusively to make capital contributions to Operator for purposes of marketing and general corporate purposes (including the payment of debt service) related to the casino known as Resorts World Catskills Casino located in
Sullivan County, New York, and for no other purpose. 
 ARTICLE VI 

[INTENTIONALLY OMITTED] 
 ARTICLE
VII 
 EVENTS OF DEFAULT 

SECTION 7.01. Event of Default. The occurrence of any one or more of the following events shall be, and shall constitute the
commencement of, an “Event of Default” hereunder (any Event of Default that has occurred shall continue unless and until waived by Lender in writing in its sole discretion) and Lender shall be entitled to the remedies set forth in
Section 7.02: 
 (a) Payment. 

(i) Borrower shall default in the payment when due of any principal or interest owing hereunder or under the Note (including
any mandatory prepayment required hereunder); or 
 (ii) Borrower shall default, and such default shall continue for at least
5 Business Days after written notice to Borrower that such amounts are owing, in the payment when due of fees, expenses or other amounts owing hereunder, under the Note or under any of the other Loan Documents (other than principal and interest
owing hereunder or under the Note). 
 (b) Other Loan Documents. Any Loan Document shall fail to be in full force and effect
or to convey the material rights, powers and privileges purported to be created thereby; or a default shall occur under any of the other Loan Documents, in each case, beyond the expiration of any applicable cure period, which default shall have a
Material Adverse Effect. 
 (c) Bankruptcy, Etc. 

  
 10 








 (i) Borrower shall commence a voluntary case concerning itself under Title 11 of
the United States Code (as amended, modified, succeeded or replaced, from time to time, the “Bankruptcy Code”); 

(ii) Borrower shall commence any other proceeding under any reorganization, arrangement, adjustment of debt, relief of
creditors, dissolution, insolvency or similar Law of any jurisdiction whether now or hereafter in effect relating to Borrower, or shall dissolve or otherwise cease to exist; 

(iii) there is commenced against Borrower an involuntary case under the Bankruptcy Code, or any such other proceeding, which
remains undismissed for a period of thirty (30) days after commencement; 
 (iv) Borrower is adjudicated insolvent or
bankrupt; 
 (v) Borrower suffers appointment of any custodian or the like for it or for any substantial portion of its
property and such appointment continues unchanged or unstayed for a period of thirty (30) days after commencement of such appointment; 

(vi) Borrower makes a general assignment for the benefit of creditors; or; 

(vii) any action is taken by Borrower for the purpose of effecting any of the foregoing. 

(d) Other Covenants. A default shall occur in the due performance or observance by Borrower of any term, covenant or agreement
(other than those referred to in any other subsection of this Section 7.1) contained in this Agreement or in any of the other Loan Documents, except that in the case of a default that can be cured by the payment of money, such default shall not
constitute an Event of Default unless and until it shall remain uncured for 15 days after Borrower receives written notice thereof; and in the case of a default that cannot be cured by the payment of money but is susceptible of being cured within 30
days, such default shall not constitute an Event of Default unless and until it remains uncured for 30 days after Borrower receives written notice thereof, provided that within 5 days of its receipt of such written notice, Borrower delivers written
notice to Lender of its intention and ability to effect such cure within such 30 day period; and if such non-monetary default is not cured within such 30 day period despite Borrower’s diligent efforts but
is susceptible of being cured within 60 days of Borrower’s receipt of Lender’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of 60 days from
Borrower’s receipt of Lender’s original notice, provided that prior to the expiration of the initial 30 day period, Borrower delivers written notice to Lender of its intention and ability to effect such cure prior to the expiration of such
60 day period. 
 (e) Cross Default. 

  
 11 








 (i) An event of default in payment of principal or interest (taking into account
all applicable notice requirements and cure periods) shall occur under the Senior Loan Agreement; or 
 (ii) The Senior Loan
shall be accelerated for any reason. 
 SECTION 7.02. Remedies. 

(a) During the continuance of an Event of Default, Lender may by written notice to Borrower, in addition to any other rights or
remedies available pursuant to this Agreement, the Note and the other Loan Documents, at Law or in equity, declare by written notice to Borrower all or any portion of the Indebtedness to be immediately due and payable, whereupon all or such portion
of the Indebtedness shall so become due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower (including all rights or remedies available at Law or in equity); provided,
however, that, notwithstanding the foregoing, if an Event of Default specified in Section 7.01(d) shall occur, then the Indebtedness shall immediately become due and payable without the giving of any notice or other action by Lender. Any
actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted
by Law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by Law, equity or contract or as set forth in this Agreement or in the other Loan Documents. 

(b) During the continuance of any Event of Default, Lender may, but without any obligation to do so and without notice to or
demand on Borrower and without releasing Borrower from any obligation hereunder, take any action to cure such Event of Default. The costs and expenses incurred by Lender in exercising rights under this Section (including reasonable attorneys’
fees), with interest at the Default Rate for the period after notice from Lender that such costs or expenses were incurred to the date of payment to Lender, shall constitute a portion of the Indebtedness and shall be due and payable to Lender upon
demand therefor. 
 (c) Interest shall accrue on any judgment obtained by Lender in connection with its enforcement of the
Loan at a rate of interest equal to the Default Rate. 
 SECTION 7.03. No Waiver. No delay or omission to exercise any remedy,
right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed by Lender
to be expedient. A waiver of any Default or Event of Default shall not be construed to be a waiver of any subsequent Default or Event of Default or to impair any remedy, right or power consequent thereon. 

  
 12 








 SECTION 7.04. Application of Payments after an Event of Default. Notwithstanding
anything to the contrary contained herein, during the continuance of an Event of Default, all amounts received by Lender in respect of the Loan shall be applied at Lender’s sole 

discretion toward the components of the Indebtedness (e.g., Lender’s expenses in enforcing the Loan, interest, principal and other amounts payable
hereunder) and the Note in such sequence as Lender shall elect in its sole discretion; provided, that if an Event of Default specified in Section 7.01(a) shall occur, then Lender shall apply all amounts received by Lender in respect of the Loan
towards the component of the Indebtedness for which Borrower’s failure to pay has resulted in the occurrence of such Event of Default. 

ARTICLE VIII 
 MISCELLANEOUS 

SECTION 8.01. Successors. Except as otherwise provided in this Agreement, whenever in this Agreement any of the parties to this
Agreement is referred to, such reference shall be deemed to include the successors and permitted assigns of such party. All covenants, promises and agreements in this Agreement contained, by or on behalf of Borrower, shall inure to the benefit of
Lender and its successors and assigns. 
 SECTION 8.02. Governing Law. 

(a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE NOTE WAS MADE BY BORROWER IN THE STATE OF NEW YORK, AND THE
PROCEEDS OF THE LOAN SHALL BE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTIONS EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE
GENERALITY FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING THEREUNDER AND HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW RULES TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR ANY OF
THE OTHER LOAN DOCUMENTS SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK. BORROWER HEREBY (i) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (ii) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH
COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (iii) IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY MAIL, PERSONAL SERVICE OR IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, AT THE ADDRESS SPECIFIED IN SECTION 8.04 (AND


  
 13 








 
AGREES THAT SUCH SERVICE AT SUCH ADDRESS IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER ITSELF IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE
AND BINDING SERVICE IN EVERY RESPECT). 
 (c) ALL COMMUNICATIONS UNDER AND PURSUANT TO THIS AGREEMENT SHALL BE IN THE ENGLISH
LANGUAGE. 
 SECTION 8.03. Modification; Waiver in Writing. Neither this Agreement nor any other Loan Document nor any of the
terms hereof or thereof may be amended, changed, waived, discharged or terminated, nor shall any consent or approval of Lender be granted hereunder, unless such amendment, change, waiver, discharge, termination, consent or approval is in writing
signed by Lender. 
 SECTION 8.04. Modification of Senior Loan Documents.Without the prior written consent of Lender (which
consent shall not be unreasonably withheld or delayed), so long as the Loan is outstanding, neither the Senior Loan Agreement nor any other document evidencing or securing the Senior Loan may be amended, modified or supplemented in any material
respect if the effect of such amendment, restatement, replacement, supplement or other modification is to (i) amend or modify the event of default provisions of the Senior Loan Agreement, (ii) amend or modify the prepayment provisions of
the Senior Loan Agreement or (iii) increase the maximum principal amount of the Senior Loan. 
 SECTION 8.05. Notices. All
notices, consents, approvals, reports, designations, requests, waivers, elections and other communications (collectively, “Notices”) authorized or required to be given pursuant to this Agreement shall be given in writing and either
personally delivered to the Party to whom it is given or delivered by an established delivery service by which receipts are given or mailed by registered or certified mail, postage prepaid, or sent by facsimile or electronic mail with a copy sent on
the following Business Day by one of the other methods of giving notice described herein, addressed to the Party at its address listed below. A Notice shall be deemed to have been given when delivered or upon refusal to accept delivery. 

If to Borrower: 

Empire Resorts, Inc. 

c/o Monticello Raceway 

Route 17B 

P.O. Box 5013 

Monticello, New York 12701 

Attention: Nanette Horner 

Telephone Number: (845) 794-4100, ext. 574 

Facsimile Number: (845) 807-0000 

with a copy to: 

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

1285 Avenue of the Americas 

New York, NY 10019-6064 

  
 14 








 Attention: Harris B. Freidus 

Telephone Number: (212) 373-3064 

Facsimile Number: (212) 492-0064 

If to Lender: 

Kien Huat Realty III Limited 

c/o 21st Floor Wisma Genting 

Jalan Sultan Ismail 

Kuala Lumpur 

Malaysia 

Attention: Gerard Lim 

Telephone Number: + 603 2333 6820 

Facsimile Number: +603 2162 4951 

with a copy to: 

Cleary Gottlieb Steen & Hamilton LLP 

One Liberty Plaza 

New York, New York 10006 

Attention: Steven L. Wilner, Esq. 

Telephone Number: (212) 225-2672 

Facsimile Number: (212) 225-3999 

Either Party may change its address for the receipt of Notices at any time by giving Notice thereof to the other Party. 

SECTION 8.06. TRIAL BY JURY. LENDER AND BORROWER, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY AGREE NOT TO ELECT A
TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY LENDER AND BORROWER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE
ACCRUE. LENDER AND BORROWER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER. 

SECTION 8.07. Headings. The Article and Section headings in this Agreement are included herein for convenience of reference
only and shall not constitute a part of this Agreement for any other purpose. 
 SECTION 8.08. No Assignment. Neither Lender nor
Borrower may sell, assign or transfer any interest in the Loan Documents or any portion thereof (including either Party’s respective rights, title, interests, remedies, powers and duties hereunder and thereunder). 

  
 15 








 SECTION 8.09. Expenses. Borrower shall reimburse Lender upon receipt of written
notice from Lender for (i) all documented and reasonable out-of-pocket costs and expenses incurred by Lender (or any of its Affiliates) in connection with the
origination of the Loan, including reasonable legal fees and disbursements, accounting fees and any other third-party diligence materials; (ii) all documented and reasonable
out-of-pocket costs and expenses incurred by Lender (or any of its Affiliates) in connection with (A) the negotiation, preparation, execution, delivery and
administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower or by Lender and (B) enforcing or preserving any rights, in
response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, or the other Loan Documents; and (iii) all documented and
reasonable out-of-pocket costs and expenses (including attorney’s fees) incurred by Lender (or any of its Affiliates) in connection with the enforcement of any
obligations of Borrower, or a Default by Borrower, under the Loan Documents, including any refinancing, restructuring, settlement or workout and any insolvency or bankruptcy proceedings (including any applicable transfer taxes). 

SECTION 8.10. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable Law, but if any provision of this Agreement shall be prohibited by or invalid under applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement. 
 SECTION 8.11. Preferences. Lender shall have no
obligation to marshal any assets in favor of Borrower or any other party or against or in payment of any or all of the obligations of Borrower pursuant to this Agreement, the Note or any other Loan Document. Lender shall have the continuing and
exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder and under the Loan Documents. To the extent Borrower makes a payment or payments to Lender, which payment or
proceeds or any portion thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy Law, state or federal Law, common Law or
equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or portion thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been
received by Lender. 
 SECTION 8.12. Remedies of Borrower. In the event that a claim or adjudication is made that Lender or its
agents have unreasonably delayed acting in any case where by Law or under this Agreement or the other Loan Documents, any of such Persons has an obligation to act promptly, Borrower agrees that no such Person shall be liable for any monetary
damages, and Borrower’s sole remedies shall be limited to commencing an action seeking specific performance, injunctive relief and/or declaratory judgment. Without in any way limiting the foregoing, Borrower shall not assert, and hereby waives,
any claim against Lender and/or its affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for direct, special, indirect, consequential or punitive damages (whether or
not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, as a result of, or in any way related to, this Agreement or any other Loan Document or any agreement 

  
 16 








 
or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds thereof or any act or omission
or event occurring in connection therewith, and Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. 

SECTION 8.13. Offsets, Counterclaims and Defenses. All payments made by Borrower hereunder or under the other Loan Documents shall
be made irrespective of, and without any deduction for, any setoffs or counterclaims. Borrower waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Lender
arising out of or in any way connected with the Note, this Agreement, the other Loan Documents or the Indebtedness. Any assignee of Lender’s interest in the Loan shall take the same free and clear of all offsets, counterclaims or defenses that
are unrelated to the Loan. 
 SECTION 8.14. No Joint Venture. Nothing in this Agreement is intended to create a joint venture or
partnership between Borrower and Lender. 
 SECTION 8.15. Conflict; Construction of Documents. In the event of any conflict
between the provisions of this Agreement and the provisions of the Note or any of the other Loan Documents, the provisions of this Agreement shall prevail. 

SECTION 8.16. Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers,
underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and
expenses of any kind (including attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The
provisions of this Section 8.15 shall survive the expiration and termination of this Agreement and the repayment of the Indebtedness. 

SECTION 8.17. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one and the same instrument. Any counterpart delivered by facsimile, pdf or other electronic means shall have the same import and effect as original counterparts and shall be
valid, enforceable and binding for the purposes of this Agreement. 
 SECTION 8.18. Register. Lender, as non-fiduciary agent of Borrower, shall maintain a record that identifies each owner (including successors and assignees) of an interest in the Loan, including the name and address of the owner, and each owner’s
rights to principal and stated interest (the “Register”), and shall record all transfers of an interest in the Loan, including each assignment, in the Register. The entries in the Register shall be conclusive absent manifest error. The
Borrower and Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. Failure to make any such recordation, or any error in such recordation,
however, shall not affect Borrower’s obligations in respect of the Loan. Borrower and Lender acknowledge that the Note is in registered form and may not be transferred except by register. 

  
 17 








 SECTION 8.19. General Indemnity. 

(a) Borrower, at its sole cost and expense, shall protect, indemnify, reimburse, defend and hold harmless Lender and its
officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, affiliates, successors, participants and assigns of any and all of the foregoing (collectively, the “Indemnified
Parties”) for, from and against, and shall be responsible for, any and all Damages of any kind or nature whatsoever in connection with the Loan Documents or the use of proceeds of the Loans, that may be imposed on, incurred by, or asserted
against any of the Indemnified Parties, in any way relating to or arising out of (i) any negligence or tortious act or omission on the part of Borrower or any of its agents, contractors, servants or employees; (ii) any failure on the part
of Borrower to perform or comply with any of the terms of the Loan Documents; and (iii) any failure of Borrower to comply with any Laws; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder to the extent
that such Damages have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. The
indemnity and other obligations of the Borrower under this Section 8.18 shall not apply with respect to Taxes, other than any Taxes that represent Damages arising from any non-Tax claims. 

(b) If for any reason (including violation of Law or public policy) the undertakings to defend, indemnify, pay and hold
harmless set forth in this Section 8.18 are unenforceable in whole or in part or are otherwise unavailable to Lender or insufficient to hold it harmless, then Borrower shall contribute to the amount paid or payable by Lender as a result of any
Damages the maximum amount Borrower is permitted to pay under Law. The obligations of Borrower under this Section 8.18 will be in addition to any liability that Borrower may otherwise have hereunder and under the other Loan Documents, will
extend upon the same terms and conditions to any Affiliate of Lender and the partners, members, directors, agents, employees and controlling persons (if any), as the case may be, of Lender and any such Affiliate, and will be binding upon and inure
to the benefit of any successors, assigns, heirs and personal representatives of Borrower, Lender, any such Affiliate and any such Person.  

(c) At the option of the Indemnified Parties and in their sole discretion, upon written request by any Indemnified Party,
Borrower shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals reasonably approved by such Indemnified Party. Notwithstanding the foregoing, any
Indemnified Party may engage its own attorneys and other professionals to defend or assist it (chosen at Lender’s sole discretion), and, at the option of such Indemnified Party, its attorneys shall control the resolution of any claim or
proceeding. Upon demand, Borrower shall pay or, in the sole discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants,
laboratories and other professionals in connection therewith. 

  
 18 








 (d) Any amounts payable to Lender by reason of the application of this
Section 8.18 shall become immediately due and payable and shall bear interest at the Default Rate from the date Damages are sustained by the Indemnified Parties until paid. 

(e) The provisions of and undertakings and indemnification set forth in this Section 8.18 shall survive the satisfaction
and payment in full of the Indebtedness and termination of this Agreement. 
 SECTION 8.20. No Third-Party Beneficiaries. This
Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower, and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender, Borrower and Indemnified Parties
any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of
Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof,
and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable
to do so. 
 SECTION 8.21. Right of Set-Off. In addition to any rights now or hereafter
granted under applicable Law or otherwise, and not by way of limitation of any such rights, during the continuance of an Event of Default, Lender may from time to time, without presentment, demand, protest or other notice of any kind (all of such
rights being hereby expressly waived), set-off and appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by Lender (including branches, agencies
or Affiliates of Lender wherever located) to or for the credit or the account of Borrower against the obligations and liabilities of Borrower to Lender hereunder, under the Note, the other Loan Documents or otherwise, irrespective of whether Lender
shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately
upon the occurrence of an Event of Default even though such charge is made or entered on the books of Lender subsequent thereto. 

SECTION 8.22. Exculpation of Lender. Lender neither undertakes nor assumes any responsibility or duty to Borrower or any other
Person to select, review, inspect, examine, supervise, pass judgment upon or inform Borrower or any other Person of any due diligence conducted by Lender. Any such due diligence, selection, review, inspection, examination and the like, and any other
due diligence conducted by Lender, is solely for the purpose of protecting Lender’s rights under the Loan Documents, and shall not render Lender liable to Borrower or any other Person for the existence, sufficiency, accuracy, completeness or
legality thereof. The Indemnified Parties shall not be responsible or liable for any Damages of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any of the Indemnified Parties, in any way relating to or arising
out of Lender’s interest in the Loan. 

  
 19 








 SECTION 8.23. No Fiduciary Duty. 

(a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has
relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, accounting, tax and other information provided to, discussed with or reviewed by Lender for such purposes, and Lender does not assume any liability
therefor or responsibility for the accuracy, completeness or independent verification thereof. Lender, its Affiliates and their respective stockholders and employees (for purposes of this Section, the “Lending Parties”) have no obligation
to conduct any independent evaluation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Borrower or any other Person or any of
their respective Affiliates or to advise or opine on any related solvency or viability issues. 
 (b) It is understood and
agreed that (i) the Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (ii) the Transaction is an arm’s-length commercial transactions
between the Lending Parties, on the one hand, and Borrower, on the other, (iii) each Lending Party is acting solely as principal and not as the agent or fiduciary of Borrower or their respective Affiliates, stockholders, employees or creditors
or any other Person and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (i) a fiduciary duty (or other implied duty) on the party of any Lending Party to Borrower, any of
their respective Affiliates, stockholders, employees or creditors, or any other Person or (ii) a fiduciary or agency relationship between Borrower or any of their respective Affiliates, stockholders, employees or creditors, on the one hand, and
the Lending Parties, on the other. Borrower agrees that neither it nor any of its respective Affiliates shall make, and hereby waives, any claim against the Lending Parties based on an assertion that any Lending Party has rendered advisory services
of any nature or respect, or owes a fiduciary or similar duty to Borrower or its respective Affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person
(including Affiliates, stockholders, employees or creditors of Borrower) any rights or remedies by reason of any fiduciary or similar duty. 

(c) Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors to the extent it deemed
appropriate and that it is responsible for making its own independent judgment with respect to this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 

SECTION 8.24. PATRIOT Act Records. Lender hereby notifies Borrower that pursuant to the requirements of the PATRIOT Act, it is
required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the PATRIOT Act. 

SECTION 8.25. Prior Agreements. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND
THERETO IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND ALL PRIOR AGREEMENTS AMONG OR BETWEEN SUCH 

  
 20 








 
PARTIES IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ORAL OR WRITTEN, INCLUDING ANY TERM SHEETS, CONFIDENTIALITY AGREEMENTS AND COMMITMENT LETTERS, ARE SUPERSEDED BY THE TERMS OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. 
 SECTION 8.26. Delay Not a Waiver. Neither any failure nor any delay on the part
of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or under any other instrument given as
security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of
limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts
due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount. 

SECTION 8.27. Determinations. Each determination or calculation by Lender hereunder shall, in the absence of manifest error, be
conclusive and binding on the Parties. 
 [SIGNATURE PAGE FOLLOWS] 

  
 21 








 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their
duly authorized representatives, all as of the day and year first above written. 
  

							
	LENDER:
			
		 	By:	 	KIEN HUAT REALTY III LIMITED,
		 		 	a corporation organized in the Isle of Man
				
		 		 	By:	 	 /s/ Gerard Lim Ewe Keng

		 		 		 	Name: Gerard Lim Ewe Keng
		 		 		 	Title:   Authorized Signatory

  

							
	BORROWER:
			
		 	By:	 	 EMPIRE RESORTS, INC.,
 a Delaware
corporation

				
		 		 	By:	 	 /s/ Ryan Eller

		 		 		 	Name: Ryan Eller
		 		 		 	Title:   CEO/President








 Exhibit A 

Form of Request for Advance 
 Reference is
made to that certain Subordinate Loan Agreement dated as of                     , 20     (as the same may be amended, restated,
supplemented or modified from time to time, the “Loan Agreement”) between Kien Huat Realty III Limited (“Lender”), and Empire Resorts, Inc. (“Borrower”). Terms not defined in this Request for
Advance shall have the same meaning as in the Loan Agreement. 
 Borrower hereby represents, warrants and agrees as follows: 

 

	1.	Borrower hereby requests funds in the sum of $                        , which represents amounts
required for working capital for marketing and general corporate purposes (including the payment of debt service) related to the casino known as Resorts World Catskills Casino located in Sullivan County, New York (the “Casino”).


  

	2.	All sums disbursed by Lender will be used exclusively to make a capital contribution to Operator for working capital for marketing and general corporate purposes (including the payment of debt service) related to the
Casino. 

  

	3.	Borrower understands that this Request for Advance is delivered for the purpose of inducing Lender to make a disbursement to Borrower, and that in making any such disbursement Lender will rely upon the accuracy of the
matters set forth herein. 

  

	4.	The proceeds of the Advance being requested hereby should be sent to: 

 [Account Name:
                     
 Account Number:
                     
 ABA Number:
                    ] 
 [Remainder of
Page Intentionally Left Blank; Signatures on Subsequent Page] 

  
 23 








 IN WITNESS WHEREOF, Borrower has duly executed this Request for Advance this
        day of             , 201        . 

 

					
	BORROWER:
		
	By:	 	EMPIRE RESORTS, INC., a Delaware corporation


 
					
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:



  
 24 








 Exhibit B 

Form of Promissory Note 

PROMISSORY NOTE 
 Dated as of
June 25, 2018 
 made by 

EMPIRE RESORTS, INC., 
 as Maker,

 for the benefit of 
 KIEN
HUAT REALTY III LIMITED, 
 as Holder 

 

Subject to Subordination and Standstill Agreement, dated as of June 

25, 2018, made by Kien Huat Realty III Limited in favor of Bangkok 

Bank, PCL, New York branch 


  
 25 








 PROMISSORY NOTE 

EMPIRE RESORTS, INC. 
  

			
	$30,000,000	  	New York, New York
	 	  	June 25, 2018

 FOR VALUE RECEIVED, the undersigned EMPIRE RESORTS, INC., a Delaware corporation, having an address at c/o
Monticello Raceway, Route 17B, P.O. Box 5013, Monticello, New York 12701 (the “Maker”), promises to pay to KIEN HUAT REALTY III LIMITED, a corporation organized in the Isle of Man, having its offices c/o 21st Floor Wisma Genting,
Jalan Sultan Ismail, Kuala Lumpur, Malaysia, and its registered successors and assigns (the holder of this Note from time to time, or any portion hereof, is hereinafter referred to as the “Holder”) or to such other account pursuant
to such other wiring instruction as the Holder may from time to time designate in writing, the maximum principal amount of up to THIRTY MILLION DOLLARS AND NO CENTS ($30,000,000), plus all accrued and unpaid interest which is added thereto pursuant
to the terms hereof or so much thereof as may be outstanding from time to time (the “Principal Amount”), together with interest thereon and all other amounts payable to the Holder under the Loan Documents with respect to the Loan,
such principal, interest and other amounts to be payable as provided in the Loan Agreement (as defined below) and the other Loan Documents. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms
in the Loan Agreement. 
 This Promissory Note (this “Note”) is the Note referred to in that certain Loan Agreement, dated
as of the date hereof, by and between the Maker, as borrower, and the Holder, as lender, (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”) and evidences the Loan made by the
Holder. Reference to the Loan Agreement is hereby made for a statement of the rights of the Holder and the duties and obligations of the Maker, but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the
absolute and unconditional obligation of the Maker to pay the principal, interest and other amounts payable with respect to this Note when due. The Principal Amount shall bear interest at the rates provided for in the Loan Agreement. 

All Advances under the Loan Agreement and interest accrued pursuant to the Loan Agreement with respect to the Loan and all prepayments of
principal, and the resulting changes to the Principal Amount, may be endorsed by the Holder upon Schedule A hereto attached which is a part of this Note; provided, however, that the failure of the Holder to make any such endorsement shall not
in any manner affect the obligation of the Maker to repay the Principal Amount in accordance with the terms hereof. Such endorsements (absent manifest error) shall be prima facie evidence of the Principal Amount. 

The principal sum evidenced by this Note, together with accrued interest and other sums or amounts due hereunder, shall become immediately due
and payable at the option of the Holder upon the occurrence and during the continuation of any Event of Default in accordance with the provisions of the Loan Agreement. 

  
 26 








 With respect to the amounts due and payable pursuant to this Note, the Maker waives demand,
presentment and notice, except for notices required by any Governmental Authority and the Loan Documents. 
 The Maker shall have the right
to voluntarily prepay this Note without penalty pursuant to and in accordance with the terms and provisions of the Loan Agreement. 
 In no
event shall the amount of interest (and any other sums or amounts that are deemed to constitute interest under applicable Law) due or payable hereunder (including interest calculated at the Default Rate) exceed the maximum rate of interest
designated by applicable Law (the “Maximum Amount”), and in the event such excess payment is inadvertently paid by the Maker or inadvertently received by the Holder, then such excess sum shall be credited as a payment of principal
on this Note, and if in excess of the outstanding Principal Amount of this Note, shall be immediately returned to the Maker upon such determination. It is the express intent hereof that the Maker not pay and the Holder not receive, directly or
indirectly, interest in excess of the Maximum Amount. 
 Other than as expressly set forth in the Loan Documents, this Note may not be
assigned in whole or in part by the Maker. 
 The Holder shall not by any act, delay, omission or otherwise be deemed to have amended,
modified, supplemented, waived, extended, discharged or terminated any of its rights or remedies, except by an amendment, modification, supplement, waiver, extension, discharge or termination in writing and signed by the appropriate parties, as may
be applicable pursuant to the Loan Agreement. All rights and remedies of the Holder under the terms of this Note and applicable statutes or rules of law shall be cumulative, and may be exercised successively or concurrently. The Maker agrees that
there are no defenses, equities or setoffs with respect to the obligations set forth herein. 
 Wherever possible, each provision of this
Note shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Note shall be prohibited by or invalid under applicable Law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note. 
 This Note shall
be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflict of laws principles thereof, to the extent the application of the laws of another jurisdiction would be required thereby. 

ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE HOLDER OR THE MAKER ARISING OUT OF OR RELATING TO THIS NOTE MAY BE INSTITUTED IN ANY FEDERAL
OR STATE COURT IN NEW YORK, NEW YORK. THE MAKER, AND BY ACCEPTANCE OF THIS NOTE, THE HOLDER, HEREBY (i) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (ii) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN
ANY SUIT, ACTION OR PROCEEDING. 

  
 27 








 THE MAKER AND, BY ACCEPTANCE HEREOF, THE HOLDER, TO THE FULLEST EXTENT THAT EACH MAY LAWFULLY DO
SO, WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION), BROUGHT BY EITHER PARTY HERETO WITH RESPECT TO THIS NOTE OR THE OTHER LOAN DOCUMENTS. 

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT. REQUESTS FOR INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT ON THE NOTES MAY BE DIRECTED TO MAKER AT MONTICELLO CASINO AND RACEWAY, ROUTE 17B, P.O. BOX 5013, MONTICELLO, NEW YORK. 

[SIGNATURE PAGE FOLLOWS] 

  
 28 








 IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be executed as of the day and
year first above written. 
  

									
		  	MAKER:
			
		  	By:	  	EMPIRE RESORTS, INC.
		  		  	a Delaware corporation
				
		  		  	By:	  	  

		  		  		  	 Name:
 Title:



  
 29 








 SCHEDULE A 
  

																									
	 Holder
	  	Date
Acquired	 	 	Advance	 	 	Interest
Payment
Date	 	  	Amount of
Interest
Accrued	 	  	Amount of
Principal
Paid to
Holder	 	  	Total Unpaid
Principal
Balance
owing to
Holder
(“Principal
Amount”)	 
	 Kien Huat Realty III Limited
	  	 	[        	], 2018 	 	$	[        	] 	 	 	N/A	 	  	$	0	 	  	$	0	 	  	$	[        	] 


  
 30