SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Empire Resorts, Inc.

(Name of Issuer)

Common Stock, $.01 Par Value Per Share

(Title of Class of Securities)

292052107

(CUSIP Number)

Daniel S. Sternberg, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza
New York, NY 10006

212-225-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 19, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.292052107

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kien Huat Realty III Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                           (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Isle of Man
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 6,804,188
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 0
WITH		10	SHARED DISPOSITIVE POWER 6,804,188
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,804,188
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                      x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7%
14	TYPE OF REPORTING PERSON CO

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CUSIP No.292052107

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lim Kok Thay
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                           (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 6,804,188
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 0
WITH		10	SHARED DISPOSITIVE POWER 6,804,188
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,804,188
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                      x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7%
14	TYPE OF REPORTING PERSON IN

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Item 1.Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the shares of common stock, par value $.01 per share (“Common Stock”), of Empire Resorts, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at c/o Monticello Casino and Raceway, Route 17B, P.O. Box 5013, Monticello, NY 12701.

Item 2. Identity and Background

This Schedule 13D is filed by and on behalf of Kien Huat Realty III Limited (“Kien Huat ”) and Lim Kok Thay (“Mr. Lim” and, together with Kien Huat, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is attached as Exhibit 1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Kien Huat is a corporation organized under the laws of the Isle of Man. The principal business of Kien Huat is to act as an investment holding company for investments held under a trust for the benefit of Mr. Lim and certain other members of his family. The principal business address of Kien Huat is International House, Castle Hill, Victoria Road, Douglas, Isle of Man IM2 4RB.

Kien Huat is indirectly controlled by Mr. Lim through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Mr. Lim and certain other members of his family. Mr. Lim may cause the removal of the trustee of each trust at any time in his sole discretion.

Mr. Lim is a director of Kien Huat. Mr. Lim is also (1) the Chairman and Chief Executive of Genting Berhad; (2) the Chairman and Chief Executive of Genting Malaysia Berhad; (3) the Executive Chairman of Genting Singapore Plc; (4) the Chairman and Chief Executive Officer of Star Cruises Limited; and (5) the Chief Executive of Genting Plantations Berhad. Each of the foregoing companies is principally engaged in one or more of the following businesses: gaming, leisure, hospitality, power generation, plantations, property development, biotechnology, and oil and gas. The principal business address of: (1) Genting Berhad, Genting Malaysia Berhad and Genting Plantations Berhad is 24^th Floor, Wisma Genting, Jalan Sultan Ismail, Kuala Lumpur, Malaysia 50250; (2) Genting Singapore Plc is Suite 1001, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR; and (3) Star Cruises Limited is Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR. Mr. Lim is a citizen of Malaysia and his principal business address is 25th Floor, Wisma Genting, Jalan Sultan Ismail, Kuala Lumpur, Malaysia 50250.

The name, business address, citizenship and present principal occupation or employment of each executive officer and director of Kien Huat (other than Mr. Lim) is set forth on Schedule I hereto and is incorporated herein by reference.

Neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed on Schedule I hereto has, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 3.Source and Amount of Funds or Other Consideration

As more fully described herein, on August 19, 2009, the Issuer and Kien Huat entered into an Investment Agreement (the “Investment Agreement”). Pursuant to the Investment Agreement and simultaneously with the execution thereof, Kien Huat purchased 6,804,188 shares of Common Stock, for an aggregate purchase price of $11million in cash. Subject to the terms and conditions of the Investment Agreement, at the Subsequent Closing (as defined in Item 4 below), Kien Huat has agreed to purchase an additional 27,701,852 shares of Common Stock, for an aggregate purchase price of $44 million in cash.

The funds used by Kien Huat to purchase shares of Common Stock pursuant to the Investment Agreement were obtained as contributions from Golden Hope Unit Trust, which generated the funds through its investment activities. The funds to be used by Kien Huat to purchase shares of Common Stock at the Subsequent Closing pursuant to the Investment Agreement will also be obtained as contributions from Golden Hope Unit Trust.

Item 4. Purpose of Transaction

On August 19, 2009, the Issuer and Kien Huat entered into the Investment Agreement, pursuant to which (1) on such date (the “Initial Closing”) the Issuer issued to Kien Huat 6,804,188 shares of its Common Stock, or approximately 19.99% of the then outstanding shares of Common Stock on a pre-transaction basis, for an aggregate consideration of $11million (the “First Tranche”), and (2) at a future date (the “Subsequent Closing”), subject to and following stockholder approval of the transaction and the satisfaction of other customary closing conditions, the Issuer will issue to Kien Huat an additional 27,701,852 shares of Common Stock for additional consideration of $44 million (the “Second Tranche”). If the conditions are satisfied and the Subsequent Closing occurs Kien Huat would own 34,506,040 shares of Common Stock, representing one share less than 50.0% of the voting power of the Issuer following the Subsequent Closing. The purpose of the acquisition of shares of Common Stock by Kien Huat pursuant to the Investment Agreement is for Kien Huat to acquire a significant equity interest in the Issuer for investment purposes and, through that investment and representation on the Issuer’s board of directors (the “Board”), to influence the management and operations of the Issuer with the aim of increasing the value of the Issuer and the value of Kien Huat’s investment.

Investment Agreement

The rights and obligations of Kien Huat to consummate the Second Tranche purchase is conditioned upon receipt of the necessary stockholder approval described below, the receipt of any required regulatory approvals, the absence of any provision of law or injunction, order or decree prohibiting or restricting the purchase (including the expiration or early termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act) and other customary closing conditions.

Stockholder Meeting

The Issuer has agreed to hold, as promptly as practicable following the Initial Closing, a special meeting of its stockholders (the “Stockholder Meeting”). At the Stockholder Meeting, the Issuer’s stockholders will be asked to vote on several proposals relating to the transactions contemplated by the Investment Agreement (the “Company Voting Proposals”), including (1) the issuance of the Second Tranche for purposes of Rule 5635(b) and Rule 5635(d) of the NASDAQ Marketplace Rules (the “Required Share Issuance”); and (2) the amendment of the Issuer’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 95,000,000 (the “Required Charter Amendment”). Kien Huat agreed in the Investment Agreement that, to the extent it is eligible to vote on any of the Company Voting Proposals, it will vote the shares of Common Stock it owns (or will cause them to be voted) in favor of such Company Voting Proposals at the Stockholder Meeting. If these proposals are approved, and the other conditions are satisfied, the Issuer can proceed to issue the Second Tranche in Common Stock to Kien Huat at the Subsequent Closing. If the Issuer’s stockholders approve the Required Share Issuance but not the Required Charter Amendment, the Issuer would have insufficient Common Stock to proceed with the Second Tranche using only Common Stock, but, if the other conditions are satisfied, the transactions can proceed and the Issuer shall issue (A) the full number of shares of Common Stock that remain authorized but not issued or otherwise reserved for issuance and (B) shares of a new series of preferred stock, which shall be the capital equivalent of Common Stock and be issued upon terms mutually agreeable to the Issuer and Kien Huat reflecting the vote and economics of such number of shares of Common Stock as is the difference obtained by subtracting the number of shares of Common Stock delivered to Kien Huat under (A) above from 27,701,852.

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Corporate Governance and Board Representation

Under the Investment Agreement, as part of the Initial Closing, Kien Huat became entitled to designate two directors to the Board, and upon the Subsequent Closing Kien Huat will become entitled to designate a third director, each of whom the Issuer is required to cause to be elected or appointed to its Board (such directors, the “Board Representatives”), subject to the satisfaction of all legal and governance requirements regarding service as a director of the Issuer and to the reasonable approval of the Governance Committee of the Board. Following the Subsequent Closing (or the earlier termination of the Investment Agreement pursuant to its terms), Kien Huat will be entitled to recommend three Board Representatives for so long as it owns at least 24% of the voting power of the Issuer outstanding at such time. The number of Board Representatives whom Kien Huat will be entitled to designate for election or appointment to the Board will be reduced to the extent Kien Huat’s ownership falls below 24% as follows: (1) to two, for so long as Kien Huat owns capital stock of the Issuer with at least 16% of the voting power of the Issuer; (2) to one, for so long as Kien Huat owns capital stock of the Issuer with at least 8% (but less than 16%) of the voting power of the Issuer; and (3) to zero, at such time that Kien Huat owns no capital stock or capital stock with less than 8% of the voting power of the Issuer. For so long as Kien Huat is entitled to designate Board Representatives, (1) the Issuer will be required to recommend to its stockholders the election of any Board Representative whose term is scheduled to expire at such meeting, provided that Kien Huat remains entitled to a number of Board Representatives that includes such Board Representative, and (2) Kien Huat will have the right to designate one of the Board Representatives to serve as the Chairman of the Board. Kien Huat also has the right to require the Issuer to cause one of the Board Representatives to be appointed to each of the Audit, Compensation and Corporate Governance and Nominations Committees of the Board, provided that such Board Representative meets the qualifications for service on such Committees.

In connection with the Initial Closing, Kien Huat recommended Messrs. G. Michael Brown and Colin Au to serve as its initial Board Representatives, and they were appointed to the Board to serve within Class I and Class II, respectively, with terms expiring at the annual meeting of the Issuer during the calendar year 2010 and 2011, respectively. Kien Huat has also designated Mr. Brown to be appointed at the next special meeting of the Board to serve as Chairman of the Board.

Under the Investment Agreement, Kien Huat also has the right, following the Subsequent Closing, to nominate for consideration by the Board, a person to serve as chief financial officer of the Issuer who shall, subject to applicable law and upon approval of the Issuer’s Governance Committee and Board, so serve.

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Additionally, following the Subsequent Closing and until such time as Kien Huat ceases to own capital stock with at least 30% of the voting power of the Issuer outstanding at such time, the Board shall not take or commit to take any of the following actions with respect to either the Issuer or any subsidiary of the Issuer unless the vote authorizing any such action includes the affirmative vote of the Board Representatives: (1) the sale or disposition of (including by way of a series of transactions or by way of merger, consolidation, sale of capital stock, asset sale or similar transaction) all or a material portion of the businesses or assets of the Issuer and the Issuer’s subsidiaries taken as a whole or any material acquisition by the Issuer or any of the Issuer’s subsidiaries; (2) any amendment, alteration or repeal of any provision of the Certificate of Incorporation of the Issuer or the Issuer’s By-Laws or equivalent c onstituent documents of the Issuer’s subsidiaries, except as necessary to comply with applicable laws, rules and regulations; (3) declare, authorize, set aside or pay any dividend or distribution on any of the Issuer’s capital stock or issue, purchase or redeem any of its capital stock (other than in connection with the exercise of terms of existing shares of capital stock or other securities); (4) any material borrowings or financial accommodation (in whatever form, including finance leases) in excess of $5,000,000 and not already in place as of the date of the Subsequent Closing; (5) the approval of the Issuer’s annual budget (including operating and capital plans), business plan and any related material business policies, and any material amendments and deviations from any of the foregoing resulting from management decisions; (6) the entry into of any contract or agreement which obligates the Issuer to manage any gaming assets on behalf of an unrelated third party; (7) the appointment of, or the approval of the retention, termination or change (including a change in responsibilities or compensation) of the chief executive officer, chief financial officer, or officers with substantially equivalent responsibilities; (8) any liquidation, bankruptcy, dissolution, recapitalization, reorganization, or assignment to the Issuer’s creditors, or any similar transaction; (9) increase or decrease in the size of the Board; (10) the settlement of any material litigation, arbitration, or administrative proceeding if such settlement is for the payment or receipt of an amount greater than or equal to $1,000,000 or imposes any restriction on or requirement for the conduct of business of the Issuer or any of the Issuer’s subsidiaries; or (11) approve or authorize the entry into any agreement that, if it were in existence on the date of the Investment Agreement, would by virtue of its nature or terms be a “Company Significant Agreement” (as defined in the Investment Agreement).

Obligations Between the Initial Closing and the Subsequent Closing

The Investment Agreement contains a customary provision requiring, during the period between the Initial Closing and the Subsequent Closing (or earlier termination of the Investment Agreement pursuant to its terms), the Issuer to, and to cause each of its subsidiaries to, carry on its business in the ordinary course and not to engage in certain extraordinary or material transactions or take certain other specified actions without obtaining the prior written consent of Kien Huat. The Issuer has also agreed to certain customary provisions restricting its ability to solicit or negotiate alternative proposals to the transactions contemplated by the Investment Agreement.

The Investment Agreement also provides that the Issuer and Kien Huat will negotiate in good faith and cooperate to mutually agree upon the terms and conditions of a loan agreement, to be executed in connection with the Subsequent Closing in a form and substance reasonably agreeable to them, pursuant to which it is anticipated that Kien Huat will make available to the Issuer a loan of up to the lesser of $10 million and the maximum amount the Issuer is then permitted to borrow (taking into account other indebtedness of the Issuer at such time) under the terms of its then existing indebtedness. The Issuer would be permitted to use the proceeds of this loan, among other things, to repay in full, purchase or acquire by assignment any remaining obligation of the Issuer under its loan agreement with The Park Avenue Bank and for working capital purposes.

Option Matching Rights

Under the Investment Agreement, if any option or warrant outstanding as of the Subsequent Closing (or, in limited circumstances, if issued after the Subsequent Closing) is exercised after the Subsequent Closing, Kien Huat shall have the right (following notice of such exercise) to purchase an equal number of additional shares of Common Stock as are issued upon such exercise at the exercise price for the applicable option or warrant.

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Certain Restrictions on Kien Huat

Under the Investment Agreement, Kien Huat agreed that it will not, at any time prior to the second anniversary of the Subsequent Closing, (i) propose a merger or other similar business combination between itself or one of its affiliates and the Issuer that would result in a squeeze-out of the other stockholders of the Issuer or (ii) cause the Issuer to voluntarily delist the Common Stock from NASDAQ pursuant to Rule 5830(j) unless the Issuer is than approved for listing on The New York Stock Exchange.

Kien Huat also agreed in the Investment Agreement not to, at any time prior to the repayment in full or redemption of the Company’s 5½% Secured Convertible Notes due 2014, knowingly take any action that would cause a “Change of Control” (as defined in the indenture for such Notes) to occur.

Termination Fee

If the Subsequent Closing does not occur, under certain circumstances (including if the Issuer’s stockholders fail to approve the Required Share Issuance), the Investment Agreement may be terminated and Kien Huat would be entitled to receive a termination fee of $2.75 million.

The foregoing description of the Investment Agreement is subject to, and qualified in its entirety by, the full text of the Investment Agreement, which is filed as Exhibit 2 to this Schedule 13D and is incorporated herein by reference.

Voting Agreement

Concurrently with the execution of the Investment Agreement, and as a condition and inducement to Kien Huat’s willingness to enter into the Investment Agreement, holders (the “Stockholders”) of 13,006,370 shares of Common Stock (approximately 38% of the Issuer’s outstanding Common Stock prior to the issuance of the First Tranche and approximately 31.8% of the currently outstanding Common Stock) entered into a Stockholder Voting Agreement (the “Voting Agreement”), pursuant to which such Stockholders, among other things, agreed to vote (and to grant Kien Huat their proxy to vote) all of the shares of voting capital stock of the Issuer that such Stockholders beneficially own in favor of the proposals to be recommended by the Issuer at the Stockholder Meeting, including the Required Stockholder Votes. The Stockholders also agreed to vote (and to grant Kien Huat their proxy to vote) all of their respective shares against (1) any and all Alternative Investment Proposals (as defined in the Investment Agreement) and agreements providing for Alternative Investment Proposals or any proposal or nomination made by a person who is, or whose affiliate is, making or has communicated an intention to make, an Alternative Investment Proposal, (2) any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Issuer under the Investment Agreement, or (3) any other matter that would reasonably be expected to prevent, interfere with or delay consummation of the transactions contemplated in the Investment Agreement. The Stockholders further agreed not to transfer any shares of Common Stock owned by them other than to a transferee that agrees in writing to be bound by the terms of the Voting Agreement. The Voting Agreement terminates upon the first to occur of (a) the termination of the Investment Agreement in accordance with its terms and (b) the approval of the Required Share Issuance at a duly called and held special meeting of the Company’s stockholders.

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The foregoing description of the Voting Agreement is subject to, and qualified in its entirety by, the full text of the Voting Agreement, which is filed as Exhibit 3 to this Schedule 13D and is incorporated herein by reference.

Registration Rights Agreement

Concurrently with the execution of the Investment Agreement, the Issuer also entered into a Registration Rights Agreement with Kien Huat (the “Registration Rights Agreement”). Under the Registration Rights Agreement, among other things, the Issuer agreed to grant Kien Huat certain demand and “piggyback” registration rights under which Kien Huat may require that the Issuer file one or more “resale” registration statements (each, a “Registration Statement”), registering under the Securities Act of 1933, as amended, the offer and sale of Common Stock held by Kien Huat.

The foregoing description of the Registration Rights Agreement is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement, which is filed as Exhibit 4 to this Schedule 13D and is incorporated herein by reference.

Custody Agreement

Under applicable New York State gaming laws, the Reporting Persons are not permitted to directly hold or to vote, generally, the shares of Common Stock to which this Schedule 13D relates or that would be acquired in the Second Tranche unless and until approval and/or licensure is obtained from the New York State Racing and Wagering Board and the New York State Division of the Lottery (the “Gaming/Racing Authorities”). Until such approval and/or licensure is obtained, the shares of Common Stock beneficially owned by the Reporting Persons will be held in the custody of JP Morgan Chase Bank, National Association (the “Custodian”), pursuant to the terms of a Custody Agreement (the “Custody Agreement”), dated as of August 19, 2009, between Kien Huat and the Custodian, executed with the prior consent of the Gaming/Racing Authorities. Under the Custody Agreement, the shares of Common Stock are to be held by the Custodian for the benefit of Kien Huat. Kien Huat retains the authority to cause the disposition of the shares under the Custody Agreement. Any cash proceeds from the shares held in custody, whether in the form of dividends or the proceeds of any disposition, shall be for the account of Kien Huat. The Custody Agreement provides that the Custodian will vote the shares held in custody by it in favor of the Company Voting Proposals upon receipt of appropriate instructions from Kien Huat. The shares are not, however, to be voted on any other matter.

The foregoing description of the Custody Agreement is subject to, and qualified in its entirety by, the full text of the Custody Agreement, which is filed as Exhibit 5 to this Schedule 13D and is incorporated herein by reference.

On August 21, 2009, at the request of Kien Huat, the Issuer filed a Registration Statement covering the shares of Common Stock issued to Kien Huat in the First Tranche to provide flexibility to Kien Huat to dispose of such shares should it determine to do so. The Reporting Persons do not currently intend to sell any shares of Common Stock; however, the vote of the Issuer’s stockholders at the Stockholder Meeting, if negative, may cause the Reporting Persons to reconsider that intention.

Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer’s financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, its ability to complete the Second Tranche Investment and obtain the necessary regulatory approvals to fully exercise its influence over the Issuer, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate. Subject to the terms of the Investment Agreement and the Registration Rights Agreement, each of the Reporting Persons reserves the right to purchase additional shares of Common Stock or other securities of the Issuer, or to sell or transfer shares of Common Stock or other securities beneficially owned by it from time to time in public or private transactions.

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Except as set forth herein, neither of the Reporting Persons has any current plans or proposals that relate to or that would result in any transaction, event or action enumerated in clauses (a) through (j) of Item 4 of the instructions to Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a-b)As of the date hereof, the Reporting Persons may be deemed to share beneficial ownership of an aggregate of 6,804,188 shares of Common Stock, representing approximately 16.7% of the outstanding Common Stock (based on the 34,037,961 shares of Common Stock the Issuer represented in the Investment Agreement to be outstanding as of the close of business on August 18, 2009 and the 6,804,188 newly issued shares in the First Tranche).

The Reporting Persons may also be deemed to have beneficial ownership of the 13,006,370 shares of Common Stock beneficially owned by the Stockholders and subject to the terms of the Voting Agreement. Given the limited matters as to which the Voting Agreement relates, and the limited ability under the Custody Agreement of the Reporting Persons to vote the shares of Common Stock to which this Schedule 13D relates, the Reporting Persons hereby disclaim that they constitute a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with the Stockholders and hereby disclaim beneficial ownership of any shares of Common Stock beneficially owned by the Stockholders.

Except as specifically set forth herein, neither of the Reporting Persons beneficially owns any shares of Common Stock, and, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I hereto beneficially own any shares of Common Stock.

(c)Except as specifically set forth herein, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person set forth on Schedule I hereto has effected any transactions in the shares of Common Stock during the sixty-day period prior to the date hereof.

(d)No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock beneficially owned by the Reporting Persons.

(e)           Not applicable.

Item 6.Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

As more fully described in Item 4 above, the Reporting Persons are parties to the Investment Agreement, the Voting Agreement, the Registration Rights Agreement and the Custody Agreement. Except as set forth herein, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person set forth on Schedule I hereto has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit 1: Joint Filing Agreement, dated as of August 27, 2009, by and between Lim Kok Thay and Kien Huat Realty III Limited.

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Exhibit 2: Investment Agreement, dated as of August 19, 2009, by and between Empire Resorts, Inc. and Kien Huat Realty III Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on August 19, 2009).

Exhibit 3: Stockholder Voting Agreement, dated as of August 19, 2009, by and among Empire Resorts, Inc., Kien Huat Realty III Limited and the stockholders signatory thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on August 19, 2009).

Exhibit 4: Registration Rights Agreement, dated as of August 19, 2009, by and between Empire Resorts, Inc. and Kien Huat Realty III Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on August 19, 2009).

Exhibit 5: Custody Agreement, dated as of August 19, 2009, by and between Kien Huat Realty III Limited and JPMorgan Chase Bank, National Association, as Custodian.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 27, 2009

Kien Huat Realty III Limited
By: /s/ Lim Kok Thay
	Name: Lim Kok Thay Title:  Director
/s/ Lim Kok Thay
Lim Kok Thay

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Schedule I

Executive Officers and Directors of Kien Huat Realty III Limited

The following table sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Kien Huat (other than Lim Kok Thay).

Name and Address	Present Principal Occupation or Employment and Citizenship
David Andrew Harris IFG International Limited International House, Castle Hill, Victoria Road Douglas, Isle of Man	Director of Kien Huat; Director of IFG International Limited (professional trustee); United Kingdom
Declan Thomas Kenny IFG Management Limited International House, Castle Hill, Victoria Road Douglas, Isle of Man	Director and Secretary of Kien Huat; Executive Director of IFG Group plc (professional trustee); Ireland
Charles Gary Hepburn IFG International Limited International House, Castle Hill, Victoria Road Douglas, Isle of Man	Alternate Director of Kien Huat; Director of IFG International Limited (professional trustee); United Kingdom
Niamh Norah Goddard IFG International Management Limited International House, Castle Hill, Victoria Road Douglas, Isle of Man	Alternate Director of Kien Huat; Chartered Secretary of IFG International Management Limited (professional trustee); Ireland

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EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned agree to file jointly with the Securities and Exchange Commission a statement on Schedule 13D (and any amendments or supplements thereto required under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), in connection with the holdings by the undersigned of the common stock of Empire Resorts, Inc., pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. The undersigned further agree that this joint filing agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. This Joint Filing Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

Dated: August 27, 2009

Kien Huat Realty III Limited
By: /s/ Lim Kok Thay
	Name: Lim Kok Thay Title:  Director
/s/ Lim Kok Thay
Lim Kok Thay

EX-5

EXHIBIT 5

EXECUTION COPY

CUSTODY AGREEMENT

THIS CUSTODY AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Custody Agreement”) is made and entered into as of August 19, 2009, by and between Kien Huat Realty III Limited, a corporation organized in the Isle of Man (the “Purchaser”) and JPMorgan Chase Bank, National Association (the “Custodian”).

WHEREAS, pursuant to the Underlying Agreement, the Purchaser has agreed to make an investment in Empire Resorts, Inc. (the “Company”) and the Company has agreed to issue, in exchange for such investment, certificated shares of common stock of the Company and certificated shares of preferred stock of the Company from time to time, in each case, in physical form (collectively, the “Acquired Shares”),

WHEREAS, the Purchaser desires to place and maintain such Acquired Shares in the custody of the Custodian until such time as the Purchaser has obtained the necessary gaming licenses and permits required under Article III of the Racing, Pari-Mutuel Wagering and Breeding Law of the State of New York and the regulations promulgated by the New York State Division of Lottery, as codified in 21 NYCRR Part 2836, and

WHEREAS, the Custodian has indicated its willingness to act as custodian of the Acquired Shares on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the Purchaser and the Custodian hereto agree as follows:

1.             Appointment. The Purchaser hereby appoints the Custodian as custodian of the Acquired Shares to be delivered to the Custodian for the purposes set forth herein, and the Custodian hereby accepts such appointment under the terms and conditions set forth herein.

2.             Definitions. Capitalized terms used herein shall have the meanings ascribed to such terms on Exhibit A attached hereto.

3.            Certification as to Authorized Persons. The Authorized Persons are listed on Schedule 1 attached hereto. The Purchaser will notify the Custodian in writing of the names and signatures of new Authorized Persons from time to time. The Custodian will be entitled to rely and act upon any Officer’s Certificate/Proper Instructions given to it by the Purchaser which has been signed by an Authorized Person

4.             Custody Account. As custodian for the Purchaser, the Custodian will open and maintain a separate account or accounts in the name of the Purchaser, and will hold in such account(s) either cash or securities deposited by the Purchaser. All of the cash of the Purchaser, delivered to the Custodian in respect of the Acquired Shares, shall include, without limitation, funds delivered from any sale of the Acquired Shares and any dividends paid in respect of such Acquired Shares. Upon receipt by the Custodian of Proper Instructions in accordance with Section 14 below (which may be continuing instructions), requesting payment, designating the payee or the account or accounts to which the Custodian will release funds for deposit, the Custodian will make payments of cash held for the account of the Purchaser. All cash held hereunder will be held by the Custodian uninvested and in a non-interest bearing account.

5.             Acquired Shares.

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(a)          Segregation and Registration. The Custodian, will receive and hold at all times from those of other persons, any and all Acquired Shares which may now or hereafter be delivered to it by or for the account of the Purchaser pursuant to the Underlying Agreement, whether delivered by the Purchaser, the Company or any other person or entity on behalf of the Purchaser. All such Acquired Shares will be held or disposed of by the Custodian solely in accordance with the written instructions of the Purchaser pursuant to the terms of this Agreement. The Acquired Shares will initially be registered in the name of Kien Huat Realty III Limited. The Custodian may deposit securities with, and hold securities in, any securities depository, settlement system, dematerialized book entry system or similar system (together a "Securities Depository") on such terms as such systems customarily operate and the Company will provide the Custodian with such documentation or acknowledgements that the Custodian may require to hold the securities in such systems. The Custodian is not responsible for the selection or monitoring of any Securities Depository and will have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event the Purchaser incurs a loss due to the negligence, willful misconduct, or insolvency of a Securities Depository, the Purchaser will make reasonable endeavors, in its discretion, to seek recovery from the Securities Depository, but Custodian will not be obligated to institute legal proceedings, file proofs of claim in any insolvency proceeding, or take any similar action.

(i) The Custodian will identify in its books that securities credited to Company’s securities account belong to Purchaser (except as otherwise may be agreed by the Custodian and Purchaser).

(ii) The Custodian is authorized, in its discretion:

(A)        to hold in bearer form, such securities as are customarily held in bearer form or are delivered to the Custodian in bearer form;

(B)to hold securities in or deposit securities with any Securities Depository or settlement system;

(C)         to hold securities in omnibus accounts on a fungible basis and to accept delivery of securities of the same class and denomination as those deposited with the Custodian; and

(D)         to register in the name of Purchaser, the Custodian, a Securities Depository, or their respective nominees, such securities as are customarily held in registered form.

(b)         Voting and Proxies. Neither the Custodian nor any nominee of the Custodian will vote any of the Acquired Shares held hereunder, except that upon receipt by the Custodian of Proper Instructions from the Purchaser directing the Custodian to vote the Acquired Shares held hereunder in favor of the Company Voting Proposals (and solely with respect to the Company Voting Proposals), the Custodian, or any nominee of the Custodian, shall vote the Acquired Shares in favor of such Company Voting Proposals, provided that the Custodian has received a properly executed Voting Proxy issued by the Purchaser in the form of Exhibit B hereto. The Custodian will deliver, or cause to be delivered, to the Purchaser (for informational purposes), via telecopier and/or overnight courier, all notices, proxies and proxy soliciting materials delivered to the Custodian with respect to such Acquired Shares, including, without limitation, any notification that the Company or any shareholder of the Company has taken or intends to take a corporate action (a “Corporate Action”) that affects the rights, privileges, powers, preferences, qualifications or ownership of an Acquired Share, including without limitation, liquidation, consolidation, merger, recapitalization, reorganization, reclassification, subdivision, combination, stock split or stock dividend, which Corporate Action requires an affirmative response or action on the part of the holder of such Acquired Share.

6.            Transfer of Acquired Shares. The Custodian will submit for exchange, delivery or release of any Acquired Shares held by it hereunder; provided, that the Custodian has received Proper Instructions prior to making any such submission for exchange, delivery or release under this Section 6, and if applicable, an executed Stock Power in the form of Exhibit C hereto. After receipt of such Proper Instructions, the Custodian will submit for exchange, delivery or release the Acquired Shares as directed by the Proper Instructions as soon as practicable after receipt of such Proper Instructions. As to any deliveries made by the Custodian pursuant to this Section 6, cash received by the Custodian in exchange for any Acquired Shares exchanged, delivered or otherwise released therefor shall be wired by the Custodian via immediately available funds to an account specified by the Purchaser in the Proper Instructions.

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7.             Actions of Custodian Without Prior Authorization. Notwithstanding anything herein to the contrary, unless and until the Custodian receives an Officer’s Certificate to the contrary, the Custodian is hereby directed to take the following actions. The Custodian shall provide the Purchaser with monthly statements showing deposits, removals and other changes to the Custody Account as a result of the following actions:

(a)          Receive all income and other payments delivered to the Custodian reflecting interest and principal on the Acquired Shares and hold for the account of the Purchaser all income, dividends, interest and other payments or distributions of cash with respect to the Acquired Shares held hereunder;

(b)          Receive and hold for the account of the Purchaser all securities received as a distribution on Acquired Shares as a result of a stock dividend, share split-up, reorganization, recapitalization, merger, consolidation, readjustment, distribution of rights and similar securities issued with respect to any Acquired Shares held by it hereunder;

(c)          Forward to the Purchaser copies of all information or documents that it may receive from Company which, in the opinion of the Custodian, are intended for the Purchaser including, without limitation, all proxies and other authorizations properly executed and all proxy statements, notices and reports and execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons;.

(d)          Present for payment all Acquired Shares which the custodian has been advised by the Company have been called, redeemed, retired or otherwise become payable, and hold cash received by it upon payment for the account of the Purchaser; and

(e)          Endorse on behalf of and in the name of the Custodian or its nominee as Custodian for the Purchaser, all checks, drafts or other negotiable or transferable instruments or other orders for the payment of money received by it for the account of the Purchaser in connection with the Acquired Shares and for any submission for exchange, delivery or release of all or any portion of the Acquired Shares held by it hereunder.

8. Duties of the Custodian.

(a)           The Custodian shall have only those duties as are specifically and expressly provided herein which shall be deemed ministerial in nature and no other duties shall be implied. The Custodian shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the Purchaser and the Company in connection herewith, if any, including without limitation the Underlying Agreement, nor shall the Custodian be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Custodian be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Custody Agreement, those of the Underlying Agreement, any schedule or exhibit attached to the Custody Agreement, or any other agreement between the Purchaser and the Company, the terms and conditions of this Custody Agreement shall control.The Custodian may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Purchaser without requiring substantiating evidence of any kind. The Custodian shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Custodian shall have no duty to solicit any payments which may be due it the Purchaseror the custody accountnor shall the Custodian have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder.

(b)           The Custodian shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Custodian 's gross negligence or willful misconduct was the primary cause of any loss to the Purchaser. The Custodian may execute any of its powers and perform any of its duties hereunder directly or through attorneys, and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the selection of any such attorney. The Custodian may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Custodian shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Custodian shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing by the Purchaserwhich eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Custodian or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Purchaser agrees to pursue any redress or recourse in connection with any dispute without making the Custodian a party to the same. Anything in this Agreement to the contrary notwithstanding, in no event shall the Custodian be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Custodian under this Agreement will be limited to the amount of fees paid to the Custodian.

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(c)           The Custodian shall use the same care with respect to the safekeeping of the Acquired Shares held by it as it uses in respect of similar property held by it.

9. Succession.

(a)           The Custodian may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Purchaser specifying a date when such resignation shall take effect. If the Purchaser has failed to appoint a successor Custodian prior to the expiration ofthirty (30) days following receipt of the notice of resignation, the Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian or for other appropriate relief, and any such resulting appointment shall be binding upon the parties hereto. The Custodian’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Acquired Shares and any cash contained in account or accounts of the Purchaser opened pursuant to Section 4 (without any obligation to reinvest the same) and to deliver the same to a designated substitute Custodian, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Custodian’s obligations hereunder shall cease and terminate, subject to the provisions of Section 10, 11and 16 hereunder. The Custodian shall have the right to withhold an amount equal to any amount due and owing to the Custodian, plus any costs and expenses the Custodian shall reasonably believe may be incurred by the Custodian in connection with the termination of the Custody Agreement.

(b)           Any entity into which the Custodian may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Custodian under this Agreement without further act.

10.           Compensation and Reimbursement. The Purchaser agrees to (a) pay the Custodian for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Schedule 2 attached hereto, and (b) pay or reimburse the Custodian upon request for all expenses, disbursements and advances, including, without limitation reasonable attorney's fees and expenses, incurred or made by it in connection with the performance of this Custody Agreement.

11.          Indemnity. The Purchaser shall indemnify, defend and save harmless the Custodian and its affiliates and their respective successors, assigns, directors, agents and employees (the “indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel) (collectively “Losses”) arising out of or in connection with (a) the Custodian's execution and performance of this Agreement, tax reporting or withholding, the enforcement of any rights or remedies under or in connection with this Custody Agreement, or as may arise by reason of any act, omission or error of the indemnitee, except in the case of any indemnitee to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of such indemnitee, or (b) its following any instructions or other directions, from the Purchaser, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The Purchaser hereto acknowledges that the foregoing indemnities shall survive the resignation,

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replacement or removal of the Custodian or the termination of this Custody Agreement. The Purchaser hereby grants the Custodian a lien on, right of set-off against and security interest in, accounts opened for the Purchaser pursuant to Section 4 for the payment of any claim for indemnification, fees, expenses and amounts due hereunder.In furtherance of the foregoing, the Custodian is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from such account or accounts for its own account or for the account of an indemnitee any amounts due to the Custodian or to an indemnitee under this Section 11. The obligations contained in this Section 11 shall survive the termination of this Custody Agreement and the resignation, replacement or removal of the Custodian.

12. Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting.

(a)           Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Custodian to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Purchaser acknowledges that Section 326 of the USA PATRIOT Act and the Custodian’s identity verification procedures require the Custodian to obtain information which may be used to confirm the Purchaser’s identity including without limitation name, address and organizational documents (“identifying information”). The Purchaser agrees to provide the Custodian with and consent to the Custodian obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Custodian.

(b)           Taxpayer Identification Numbers (“TINs”). The Purchaser has provided the Custodian with its fully executed Internal Revenue Service (“IRS”) Form W-8 and/or other required documentation. The Purchaser represents that its correct TIN assigned by the IRS, or any other taxing authority, is set forth in the delivered forms.

(c)           Tax Reporting.All interest or other income earned or received under the Custody Agreement, if any, shall be allocated to the Purchaser and reported, as and to the extent required by law, by the Custodian to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by the Purchaser whether or not said income has been distributed during such year. Any other tax returns required to be filed will be prepared and filed by the Purchaser with the IRS and any other taxing authority as required by law. The Purchaser acknowledges and agrees that the Custodian shall have no responsibility for the preparation and/or filing of any income, franchise or any other tax return with respect to the Acquired Shares or accounts credited pursuant to Section 4 or any income earned by the Purchaser in connection herewith. The Purchaser further acknowledges and agrees that any taxes payable from the income earned on the investment of any sums held in such accounts shall be paid by the Purchaser. In the absence of written direction from the Purchaser, all proceeds of the Acquired Shares or the accounts created pursuant to Section 4 shall be retained from time to time by the Custodian as provided in this Agreement. The Custodian shall withhold any taxes it deems appropriate, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities.

13.           Notices. All communications hereunder shall be in writing and shall be deemed to be duly given and received: (a) upon delivery, if delivered personally, or upon confirmed transmittal, if by facsimile; (b) on the next Business Day (as hereinafter defined)if sent by overnight courier; or (c) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth below or at such other address as any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested.

If to Purchaser	c/o Kien Huat Realty Sdn Bhd
	22nd Floor Wisma Genting
	Jalan Sultan Ismail
	Selangur Darul Ehsan
	50250 Kuala Lumpur
	Malaysia
	Attention: Gerard Lim

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	Tel No.: +603 2333 6820
	Fax No.: +603 2162 4951
	Email: Gerard.lim@genting.com
If to the Custodian	JPMorgan Chase Bank, N.A.
	Clearance and Agency Services
	4 New York Plaza, 21st Floor
	New York, NY 10004
	Attention: Greg Kupchynsky
	Fax No.: 212-623-6168

Notwithstanding the above, in the case of communications delivered to the Custodian pursuant to (a), (b) and (c) of this Section 13, such communications shall be deemed to have been given on the date received by an officer of the Custodian or any employee of the Custodian who reports directly to any such officer at the above-referenced office. In the event that the Custodian, in its sole discretion, shall determine that an emergency exists, the Custodian may use such other means of communication as the Custodian deems appropriate. “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Custodian located at the notice address set forth above is authorized or required by law or executive order to remain closed.

14.           Security Procedures. (a)  In the event Proper Instructions are given (other than in writing at the time of execution of this Custody Agreement), whether in writing, by facsimile or otherwise, the Custodian is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule 1 hereto (“Schedule 1”), and the Custodian may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Custodian. The Custodian and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Purchaser to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Custodian may apply any of the funds in the accounts for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The Purchaser acknowledges that these security procedures are commercially reasonable.

(b)           Purchaser acknowledges that repetitive funds transfer instructions may be given to theCustodian for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, Purchaser shall deliver to Custodian such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Exhibit A to this Custody Agreement, by facsimile or other written instruction. Custodian may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Custodian and Purchaser agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of Purchaser, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. The Purchaser acknowledges that such Standing Settlement Instructions are a security procedure and are commercially reasonable.

15.           Compliance with Court Orders. In the event that any custodial property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Custody Agreement, the Custodian is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Custodian obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by

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reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

16.          Termination. The term of this Custody Agreement shall be eighteen (18) months commencing upon the date hereof. The Purchaser may terminate this Agreement prior to expiration of the term at will. In the event of the termination of this Agreement, the Custodian will upon receipt of an Officer's Certificate, as the case may be, of notice of termination, commence and prosecute diligently to completion the transfer of all cash and the delivery of all Acquired Shares duly endorsed to the Purchaser or a successor custodian, as applicable. If such transfer is being made to a successor Custodian, the obligation of the Custodian to deliver and transfer over all cash and all Acquired Shares will commence as soon as such successor custodian is appointed and will continue until completed as aforesaid. If the Purchaser does not select a successor custodian within thirty (30) days from the date of delivery of notice of termination (a) the Custodian may deliver all cash and all Acquired Shares held by the Custodian to a bank or trust company of the Custodian’s own selection which has a reported capital, surplus and undivided profits aggregating not less than $500,000,000, to be held as the property of the Purchaser under terms similar to those on which they were held by the Custodian, whereupon such bank or trust company so selected by the Custodian will become the successor custodian with the same effect as though selected by the Purchaser (b) the Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian or for other appropriate relief, and any such resulting appointment shall be binding upon the parties hereto. The Custodian’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Acquired Shares and any cash contained in account or accounts of the Purchaser opened pursuant to Section 4 (without any obligation to reinvest the same) and to deliver the same to a designated substitute Custodian, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Custodian’s obligations hereunder shall cease and terminate, subject to the provisions of Section 10, 11 and 16 hereunder. Thereafter, the Custodian shall be released from any and all obligations under this Agreement. The Purchaser shall reimburse the Custodian for any reasonable expenses incurred by the Custodian in connection with the termination of this Agreement. At any time after the termination of this Agreement, the Purchaser may, upon written request, have reasonable access to the records of the Custodian relating to its performance of its duties as custodian. In connection with any early termination of this Custody Agreement, the Purchaser shall notify the New York State Racing and Wagering Board and the New York State Division of Lottery of such early termination.

17.          Miscellaneous. The provisions of this Custody Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by the Custodian and the Purchaser. Neither this Custody Agreement nor any right or interest hereunder may be assigned in whole or in part by the Custodian or the Purchaser, except as provided in Section 9, without the prior consent of the other party, not to be unreasonably withheld, conditioned or delayed. This Custody Agreement shall be governed by and construed under the laws of the State of New York. Each party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of New York. The parties hereto further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Custody Agreement. No party to this Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control. This Custody Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Custody Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party.If any provision of this Custody Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement. The Purchaser represents, warrants and covenants that each document, notice, instruction or request provided by the Purchaser to the Custodian shall comply with applicable laws and regulations. Where, however, the conflicting provisions of any such applicable law may be waived, they are hereby irrevocably waived by the Purchaser hereto to the fullest extent permitted by law, to the end that this Agreement shall be enforced as written. Except as expressly provided in Section 11 above, nothing in this Agreement, whether express or implied, shall be construed to give to any person or entity other than the Custodian and the Purchaser any legal or equitable right, remedy, interest or claim under or in respect of this Agreement or any funds or Acquired Shares escrowed hereunder.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as set forth above.

KIEN HUAT REALTY III LIMITED,

a corporation organized in the Isle of Man

By: /s/ Gerard Lim                        

Name: Gerard Lim                  

Title: Authorized Signatory

[Signatures Continue on the Following Page.]

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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By: /s/ Gregory P. Shea                        

Name: Gregory P. She

Title: Vice President

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