Long-term debt, other than related party debt, consisted of the following at December 31, 2018 and 2017:



	12/31/2018		12/31/2017
	(in thousands)

Term B Loan (net of unamortized discount)	$440,803		$443,161
Term A Loan	64,750		—
Bangkok Bank Loan	20,000		16,000
Revolving Credit Facility	15,000		—
Equipment loans	20,384		31,095
Total long-term debt	560,937		490,256
Debt issuance costs	(17,240	)	(20,520	)
Total long-term debt, net	543,697		469,736
Less: Current portion of long-term debt	(48,004	)	(14,588	)
Long-term debt, net of current portion	$495,693		$455,148

Term Loan Agreement

On January 24, 2017 (the "Closing Date"), Montreign Operating entered into the Building Term Loan Agreement (the “Original Term Loan Agreement”), among Montreign Operating, the lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent. On May 26, 2017, the parties entered into the first amendment to the Term Loan Agreement and certain ancillary agreements (the “Amended Term Loan Agreement” and, together with the Original Term Loan Agreement, the “Term Loan Agreement”). The Amended Term Loan Agreement increased the aggregate principal amount of the Term B Loan issued under the Original Term Loan Agreement by $35 million on substantially the same terms and conditions as the Original Term Loan Agreement, which terms are discussed below. In the aggregate, the Term Loan Agreement provided Montreign Operating with loans in principal amount of $520 million (the “Term Loan Facility”). All of the borrowings under the Term Loan Agreement were used to fund the costs of the Development Projects.

The Term Loan Facility consists of $70 million of Term A loans (the “Term A Loan”) and $450 million of Term B loans (the “Term B Loan”). The Term B Loan made pursuant to the Original Term Loan Agreement was priced at 98.12% of the principal amount and borrowed in full on January 24, 2017. The incremental $35 million principal amount of the Term B Loan made pursuant to the Amended Term Loan Agreement was priced at 99.75% of the principal amount and borrowed in full on May 26, 2017. The unamortized discount that has been netted against the outstanding Term B Loan balance was $5.8 million and $6.8 million at December 31, 2018 and 2017, respectively. In addition, the Term A Loan is fully drawn in accordance with the Term Loan Agreement, which required Montreign Operating to complete the draw down of the Term A Loan by July 24, 2018. The Term A Loan will mature on January 24, 2022 and the Term B Loan will mature on January 24, 2023.

As required by the Term Loan Agreement, proceeds of the Term Loan Facility were used to pay fees and expenses related to the financing and fund various lender-controlled accounts. The Company further funded these lender-controlled accounts with approximately $9.9 million in December 2017 pursuant to the Term Loan Agreement from the proceeds of the Bangkok Bank Loan, which is discussed below. On March 1, 2018 and March 23, 2018, the Company contributed approximately $2.7 million and $0.9 million, respectively, to an interest reserve fund under the Term Loan Agreement. These contributions reflect the additional interest to be paid on the Term Loan Facility as a result of the Company's deferral of the completion of 15 VIP suites at the Casino from March 1, 2018 to March 23, 2018 and a further deferral to March 30, 2018. Additionally, in May 2018, the Company contributed approximately $0.5 million to the lender controlled accounts as a result of the payment for additional construction change orders. All funds held in these lender-controlled accounts are used to pay the expenses of the Development Projects. In order to access the funds held in these lender-controlled accounts, Montreign Operating was required to satisfy the applicable disbursement conditions set forth in the Term Loan Agreement and ancillary agreements, such as providing evidence that the withdrawn funds are used for permitted purposes in connection with the Development Projects.

Interest accrues on outstanding borrowings under the Term A Loan at a rate equal to LIBOR plus 5.0% per annum, or an alternate base rate plus 4.0% per annum. Interest accrues on outstanding borrowings under the Term B Loan at a rate equal to LIBOR (with a LIBOR floor of 1%) plus 8.25% per annum, or an alternate base rate plus 7.25% per annum. At December 31, 2018, the interest rate on the Term A Loan was 7.68% and the interest rate on the Term B Loan was 10.96%. In addition, Montreign Operating paid a commitment fee to each Term A Loan lender equal to the undrawn amount of such lender’s commitment multiplied by a rate equal to 2.5% per annum for the period from the Closing Date through March 24, 2018 and 5.0% per annum thereafter until July 24, 2018, when the Term A Loan was drawn in full.

The Company is making principal payments under the Term A Loan and the Term B Loan at the end of each calendar quarter, which repayment began June 30, 2018. The Company repays 1% of the original principal balance of the Term B Loan each year, in quarterly payments of approximately $1.1 million. The Company currently repays 2.5% of the original principal amount of the Term A Loan, in quarterly payments of approximately $1.8 million, through the quarter ending March 31, 2019, and quarterly installments of approximately $2.6 million thereafter. The Company repaid approximately $5.3 million and $3.4 million on the Term A Loan and Term B Loan, respectively, during the year ended December 31, 2018. As of December 31, 2018 and 2017, $440.8 million and $443.2 million principal was outstanding (net of original issue discount) under the Term B Loan, respectively, and $64.8 million and no principal amount was outstanding under the Term A Loan, respectively.

In the event that the Term B Loan is prepaid or repaid in whole or in part for any reason other than as a result of scheduled amortization and certain other exceptions, Montreign Operating is required to pay prepayment premiums based on a make-whole provision if the prepayment occurs between the Closing Date (but excluding) and the 30th-month anniversary following the Closing Date, a 2% premium if the prepayment occurs between the 30th Month and (but excluding) the 42nd-month anniversary of the Closing Date and a 1% premium if the prepayment occurs between the 42nd Month and (but excluding) the 54th-month anniversary of the Closing Date.

The Term Loan Agreement contains representations and warranties, customary events of default, and affirmative, negative and financial covenants. Mandatory prepayments of the Term Loan Facility will be required upon the occurrence of certain events, including sales of certain assets and casualty events. In addition, the Term Loan Agreement restricts the Project Parties (as defined below) from incurring additional indebtedness except for, among other things, obligations pursuant to hedging agreements required under the Term Loan Agreement, capital lease obligations and purchase money indebtedness (including FF&E financing) in an amount not exceeding $40 million, subordinated indebtedness so long as the proceeds are applied pursuant to the terms of the Term Loan Agreement and other indebtedness not exceeding $10 million. Also, the Project Parties may not make any dividend or other distribution, redeem or otherwise acquire any equity securities or subordinated indebtedness. Moreover, the Project Parties are restricted from entering into advisory, management or consulting agreements with an affiliate of any Project Party, including Empire, except for payments pursuant to tax sharing agreements, distributions in an amount not exceeding 1% of the net revenues of the Project Parties in any fiscal year, repurchase of capital stock of the Company in an amount not exceeding $1 million and required by the NYSGC, and certain available amounts of cash based on the application of financial covenants.

Additional affirmative, negative and financial covenants under the Term Loan Agreement include that the Company maintain compliance with a maximum first lien leverage ratio not to exceed 5.00:1.00, a minimum interest coverage ratio not to fall below 2.00:1.00 and a consolidated capital expenditure covenant not to exceed $10.5 million of eligible expenses in any calendar year. In addition, the Company is allowed to add back pro forma EBITDA in the amount of $108.4 million, $77.5 million and $39.4 million in each of the first three testing quarters, respectively. The financial covenants relating to the maximum first lien leverage ratio and the minimum interest coverage ratio will be measured beginning in the first full fiscal quarter following the "Full Opening Date" of the Casino (June 30, 2019), which is the date on which at least 95% of all rooms in the hotel are open to the public. This occurred on January 1, 2019. As of December 31, 2018, the Company was in compliance with all applicable covenant requirements under the Term Loan Facility.

The Term Loan Facility is guaranteed by Montreign Operating, ERREI and ERREII (together, the "Project Parties") and is secured by security interests in substantially all the real and personal property of the Project Parties and by a pledge of all the membership interests of Montreign Operating held by Montreign Holding Company, LLC ("Montreign Holding"), a wholly-owned subsidiary of Empire.

Obligations under the Term Loan Agreement may be accelerated upon certain customary events of default (subject to grace periods, as appropriate), including, among others: nonpayment of principal, interest or fees, breach of the affirmative or negative covenants, revocation of a gaming license for seven consecutive business days, and a Change in Control (as such term is defined in the Term Loan Agreement) of Montreign Operating.

Revolving Credit Agreement

On January 24, 2017, Montreign Operating entered into a Revolving Credit Agreement (as amended, the “Revolving Credit Agreement”) among Montreign Operating, the lenders from time to time party thereto, and Fifth Third Bank, as administrative agent. The Revolving Credit Agreement provides for loans or other extensions of credit to be made to Montreign Operating in an aggregate principal amount of up to $15 million (including a letter of credit sub-facility of $10 million) (the “Revolving Credit Facility”), the proceeds of which may be used for working capital needs, capital expenditures and other general corporate purposes following the opening of specified Casino amenities to the public. Concurrently with the Term Loan Amendment, on May 24, 2017, Montreign Operating amended the Revolving Credit Agreement to, among other things, permit Montreign Operating to increase the aggregate principal amount of the Term B Loan under the Term Loan Amendment. On December 7, 2017, Montreign Operating entered into a Second Amendment to the Revolving Credit Agreement (the "Second Revolving Credit Amendment"). The Second Revolving Credit Amendment enables Montreign Operating to borrow up to $15 million (but not obtain a letter of credit) under the Revolving Credit Facility with a narrowed scope of amenities at the opening of the Casino, subject to the receipt of NYSGC approval to open the Casino to the public. On February 5, 2018, Montreign Operating received a certificate from the NYSGC to commence gaming operations at the Casino. The Revolving Credit Facility will mature on January 24, 2022.

At December 31, 2018 and 2017, $15.0 million and $0, respectively, had been drawn down on the Revolving Credit Facility. More specifically, the Company drew $9.0 million on January 23, 2018, $4.0 million on February 9, 2018 and $2.0 million on June 29, 2018. Interest accrues on outstanding borrowings at a rate equal to LIBOR plus 5.0% per annum, or an alternate base rate plus 4.0% per annum. At December 31, 2018, the interest rate on borrowings under the Revolving Credit Facility was 7.71%.

The Revolving Credit Facility is guaranteed by the Project Parties and is secured by security interests in substantially all the real and personal property of the Project Parties and by a pledge of all the membership interests of Montreign Operating held by Montreign Holding.

The Revolving Credit Facility contains representations and warranties, customary events of default, and affirmative, negative and financial covenants substantially similar to the terms of the Term Loan Agreement. Mandatory prepayments of the Revolving Credit Facility will be required upon the occurrence of certain events, including sales of certain assets, casualty events, the incurrence of certain additional indebtedness, subject to certain exceptions and reinvestment rights. As of December 31, 2018, the Company was in compliance with all applicable covenant requirements under the Term Loan Facility.

Obligations under the Revolving Credit Agreement may be accelerated upon certain customary events of default (subject to grace periods, as appropriate), including, among others: nonpayment of principal, interest or fees, breach of the affirmative or negative covenants, revocation of a gaming license for seven consecutive business days, and a Change in Control (as such term is defined in the Term Loan Agreement) of Montreign Operating.

Bangkok Bank Loan Agreement

On December 28, 2017, the Company entered into a Delayed Draw Term Loan Credit Agreement (the “Bangkok Bank Loan Agreement”), with Bangkok Bank PCL, New York Branch (“Bangkok Bank”), as lender, and MRMI, as guarantor. The Bangkok Bank Loan Agreement provides for loans to be made to the Company in an aggregate principal amount of up to $20 million (the “Bangkok Bank Loan”). The Bangkok Bank Loan Agreement was amended (the "Bangkok Bank Loan Amendment") on June 25, 2018 concurrently with the execution of the Kien Huat Subordinate Loan Agreement (which is defined and discussed in Note H below). The Bangkok Bank Loan Amendment permitted the Company to incur the Kien Huat Subordinate Loan.

The Company borrowed $16 million at the closing of the Bangkok Bank Loan. Of this amount, the Company contributed approximately $9.9 million to Montreign Operating pursuant to the terms of the Term Loan Agreement, as discussed above. On August 30, 2018, the Company borrowed $2 million and, on November 7, 2018, the Company borrowed the remaining $2 million under the Bank of Bangkok Loan. At December 31, 2018, the Bank of Bangkok loan was fully drawn.

The Bangkok Bank Loan matures on December 28, 2019. The maturity of the Bangkok Bank Loan may be extended in the sole discretion of Bangkok Bank for additional one-year periods with other terms and conditions to be agreed by the Company and Bangkok Bank. Any such extension of the Bangkok Bank Loan maturity will be subject to a 1% extension fee.

Interest accrues on outstanding borrowings under the Bangkok Bank Loan Agreement at a rate equal to LIBOR plus 6.25%, or an alternate base rate plus 5.25% per annum. In addition, the Company paid a commitment fee to Bangkok Bank equal to the undrawn amount of the Bangkok Bank Loan commitment multiplied by a rate equal to 1.50% per annum. Such commitment fee was paid on the last business day of each quarter beginning on March 31, 2018. The Bangkok Bank Loan may be prepaid in whole or in part without premium or penalty, subject to the payment of a 2.0% prepayment fee. At December 31, 2018, the interest rate on borrowings under the Bangkok Bank Loan was 8.77%.

The Bangkok Bank Loan is guaranteed by MRMI and is secured by a security interest in Monticello Casino and Raceway. The Bangkok Bank Loan Agreement contains customary representations and warranties and affirmative covenants, negative covenants and financial covenants, including representations, warranties and covenants that, among other things, restrict the ability of the Company and MRMI to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in certain transactions with affiliates, or make dividends or other distributions. Obligations under the Bangkok Bank Loan Agreement may be accelerated upon certain customary events of default (subject to grace periods, as applicable), including among others, nonpayment of principal, interest or fees, breach of the affirmative or negative covenants, revocation of a gaming license after the expiration of certain cure periods, and a change of control of the Company. The Company is in compliance with the covenant terms as of December 31, 2018.

In addition, the Bangkok Bank Loan Agreement contains a financial covenant that restricts the maximum total leverage ratio to four times the adjusted EBITDA of MRMI, which financial covenant is applicable beginning with the fiscal quarter ending December 31, 2018. The Bangkok Bank Loan Amendment excludes the Kien Huat Subordinate Loan from calculations of the Company's maximum total leverage so long as the Kien Huat Subordinate Loan remains subordinate to the Bangkok Bank Loan. The Company is in compliance with the covenant requirements as of December 31, 2018.

Equipment Loans

The Company has entered into several financing agreements related to the purchase of its slot machines, equipment and software for its telephone, hotel and Casino operations. The amount financed was $31.1 million and the terms of these agreements run between six and 36 months. The balances outstanding at December 31, 2018 and 2017, was $20.4 million and $31.1 million, respectively. The stated interest rates for these loans are between zero and eight per annum. The Company has imputed interest, on several equipment loans with stated interest rates of 0%, using the Company's cost of funds rate of approximately 10%. The weighted average of the monthly repayments is approximately $1.0 million.

The following table lists the annual principal repayments due for the Company's long term debt, other than Related Party Debt, as of December 31, 2018:



Year ending December 31,	Totals
	(in thousands)
2019	$48,004
2020	20,690
2021	15,815
2022	53,625
2023	428,625
Totals	$566,759