sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JANUARY 11, 2005
EMPIRE RESORTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-12522 13-3714474
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
c/o Monticello Raceway, Route 17B, Monticello, NY 12701
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (845) 794-4100
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N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On January 11, 2005, the Company entered into a credit facility (the
"CREDIT FACILITY") with Bank of Scotland (the "LENDER"). The Credit Facility
provides for a $10,000,000 senior secured revolving loan that matures in two
years. To secure timely repayment, the Company agreed to have its wholly owned
subsidiary, Monticello Raceway Management, Inc., grant a mortgage over the
Monticello Raceway property and its material subsidiaries guarantee its
obligations under the Credit Facility. The Company also agreed to pledge its
equity interests in all of its current and future subsidiaries, maintain certain
reserves, and grant a first priority secured interest in all of its assets, now
owned or later acquired.
At the option of the Company, loans under the Credit Facility bear interest
at the rate of prime plus 2% or Libor plus 4%. The Lender has also entered into
an Intercreditor Agreement with The Bank of New York so that the Lender will
enjoy a first priority position notwithstanding the Indenture and security
documents entered into on July 26, 2004 in connection with the Company's
issuance of $65 million of convertible senior notes due 2014.
The foregoing description of the terms and conditions of the Credit
Agreement described herein is only a summary of some of the material provisions
of such agreements and does not purport to be complete and does not restate such
agreements in their entirety.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
EXHIBIT NO. EXHIBITS
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10.1 Loan Agreement, dated as of January 11,
2005, by and among Empire Resorts, Inc.,
Monticello Raceway Management, Inc., Alpha
Monticello, Inc., Alpha Casino Management
Inc., Mohawk Management, LLC, Monticello
Raceway Development Company, LLC and
Monticello Casino Management, LLC and Bank
of Scotland, as lender and as agent (filed
without exhibits or schedules, all of which
are available upon request, without cost).
10.2 Security Agreement, dated as of January 11,
2005, by Empire Resorts, Inc., Monticello
Raceway Management, Inc., Alpha Monticello,
Inc., Alpha Casino Management Inc., Mohawk
Management, LLC, Monticello Raceway
Development Company, LLC and Monticello
Casino Management, LLC, in favor of Bank of
Scotland (filed without exhibits or
schedules, all of which are available upon
request, without cost).
10.3 Pledge Agreement, dated as of January 11,
2005, by Empire Resorts, Inc., Alpha
Monticello, Inc. and Alpha Casino Management
Inc. in favor of Bank of Scotland (filed
without exhibits or schedules, all of which
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are available upon request, without cost).
10.4 Mortgage, Security Agreement, Assignment of
Leases and Rents, and Fixture Filing, dated
as of January 11, 2005, by Monticello
Raceway Management, Inc., a New York
corporation to Bank of Scotland (filed
without exhibits or schedules, all of which
are available upon request, without cost).
10.5 Promissory Note issued by Empire Resorts on
January 11, 2005 to Bank of Scotland for the
Principal Sum of $10,000,000.
10.6 Intercreditor Agreement, dated as of January
11, 2005, by and among Bank of Scotland, The
Bank of New York, Empire Resorts, Inc.,
Monticello Raceway Management, Inc., Alpha
Monticello, Inc., Alpha Casino Management
Inc., Mohawk Management, LLC, Monticello
Raceway Development Company, LLC and
Monticello Casino Management, LLC.
99.1 Press release of Empire Resorts, Inc. dated
January 13, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMPIRE RESORTS, INC.
Dated: January 14, 2005 By: /s/ Scott A. Kaniewski
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Name: Scott A. Kaniewski
Title: Chief Financial Officer