Kien Huat Realty III Limited
May 7, 2019
Empire Resorts,Inc.
c/o Monticello Casinoand Raceway
204 StateRoute 17B, P.O. Box 5013
Monticello, New York 12701
Attention:Emanuel R.Pearlman, Executive Chairman of the Board ofDirectors
Ryan Eller,President andChief Executive Officer
Re:Amendment to November 6, 2018 LetterAgreement
Gentlemen:
Reference ismade to that certainletter agreementbetween the Empire Resorts, Inc. (“Empire”) and Kien Huat Realty III Ltd. (“KHRL”) entered into on November 6, 2019 (as amended and restated on November 9, 2018, the "2018 KHRL Preferred Stock Commitment Letter"), pursuant to which KHRL committed to provide equity financing in support of the general corporate and working capital requirements of Empire and its subsidiaries. Pursuant to the 2018 KHRL Preferred Stock Commitment Letter, KHRL agreed to purchase up to $126 million of Empire’s Series F Preferred Stock on the terms set forth in the 2018 KHRL Preferred Stock Commitment Letter pursuant to the following schedule: (i) up to $12 million no earlier than November 9, 2018; (ii) up to $20 million no earlier than February 15, 2019; (iii) up to $20 million no earlier than May 15, 2019; (iv) up to $15 million no earlier than August 15, 2019; (v) up to $37 million no earlier than November 15, 2019; and (vi) up to $22 million no earlier than March 15, 2020. Capitalized or otherterms used and not defined herein but defined in the 2018 KHRL Preferred Stock Commitment Letter shall have themeanings ascribed tothem in the2018 KHRL Preferred Stock Commitment Letter.
KHRL andEmpire hereby agree toamend the2018 KHRL Preferred Stock Commitment Letteras follows:
1. Schedule 2 of the 2018 KHRL Preferred Stock Commitment Letter shall beamended and restated in itsentiretyto reflect purchase of the Series F Preferred Stock pursuant to the following schedule: (i) up to $12 million no earlier than November 9, 2018; (ii) up to $20 million no earlier than February 15, 2019; (iii) up to $27 million no earlier than May 15, 2019; (iv) up to $15 million no earlier than June 17, 2019; (v) up to $15 million no earlier than August 15, 2019; and (vi) up to $37 million no earlier than November 15, 2019 (as attached hereto).
The parties hereto hereby agree that,except as specifically provided in and modified by thisletter agreement, the 2018 KHRL Preferred Stock Commitment Letter is inall other respects hereby ratified andconfirmed and references to the 2018 KHRL Preferred Stock Commitment Letter shall bedeemed to refer to the 2018 KHRL Preferred Stock Commitment Letter as modified by thisletter agreement. Thisletter agreement shallbe governed by the laws of the State ofDelaware, without giving effect to the conflict oflaws provisions thereof.
[signature page follows]
Sincerely,
KIENHUATREALTY III LIMITED
By: | /s/ Gerard Lim Ewe Keng | |
Name: Gerard Lim Ewe Keng | ||
Title: Authorized Signatory |
Accepted as of the date above written:
EMPIRE RESORTS, INC.
By: | /s/ Ryan Eller |
Name: Ryan Eller | |
Title: President and Chief Executive Officer |
[Signature Page to 2018 KHRL Preferred Stock Commitment Letter Amendment]
Schedule 2
Funding Dates
Draw Date No EarlierThan | MaximumFunding Amount |
11/9/2018 | $12million |
2/15/2019 | $20million |
5/15/2019 | $27million |
6/17/2019 | $15 million |
8/15/2019 | $15million |
11/15/2019 | $37million |