Exhibit 4.5
EMPIRE RESORTS,
INC.
Route 17B, PO Box
5013
Monticello, New York
12701
July 27, 2009
The Park Avenue
Bank
460 Park
Avenue
New York, New
York 10022
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Amended and
Restated Loan Agreement
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Gentlemen:
Reference is made to that certain Amended and
Restated Loan Agreement dated as of July 24, 2009 by and among
Empire Resorts, Inc. (“Empire Resorts”), the guarantors
as signatories thereto and The Park Avenue Bank
(“PAB”), as assignee of Bank of Scotland (the
“Loan Agreement”). This letter agreement
confirms the understanding between Empire Resorts and PAB that the
terms and conditions of that certain letter agreement by and among
Empire Resorts, PAB and Bank of Scotland, dated June 24, 2009 (the
“Commitment Letter”), shall remain in full force and
effect as between Empire Resorts and PAB notwithstanding the
execution of the Loan Agreement; provided, however, that to the
extent that there is a conflict between the terms of the Loan
Agreement and the Commitment Letter, the Loan Agreement shall
govern.
In connection with the execution of the Loan
Agreement, PAB has agreed to execute an assignment and
satisfaction, each to be held in escrow by Olshan Grundman Frome
Rosenzweig & Wolosky LLP in connection with the acquisition of
the Loan Agreement and related mortgage and other transaction
documents by a designee appointed by Empire Resorts and
PAB. Empire Resorts acknowledges that such assignment or
satisfaction shall not be released from escrow until PAB has either
received payment for all amounts due under the loan agreement
(including without limitation all costs, fees, interest including
default interest), or, if PAB fails to present a final calculation
of amounts owed within three (3) business days of such request,
upon PAB’s receipt of payment for all amounts due under the
Loan Agreement as calculated by Empire Resorts based upon the terms
of the Loan Agreement; provided,
