Long-term debt, other than related party debt, consisted of the following at September 30, 2019 and December 31, 2018:



	September 30, 2019		December 31, 2018
	(in thousands)
Term B Loan (net of unamortized discount)	$438,256		$440,803
Term A Loan	57,738		64,750
Bangkok Bank Loan	20,000		20,000
Revolving Credit Facility	15,000		15,000
Equipment Loans	9,967		20,384
Total long-term debt	540,961		560,937
Debt issuance costs	(13,827	)	(17,240	)
Total long-term debt, net	527,134		543,697
Less: Current portion of long-term debt	(43,181	)	(48,004	)
Long term-debt, net of current portion	$483,953		$495,693

Term Loan Facility

At September 30, 2019 and December 31, 2018, Montreign Operating's senior secured term loan facility (the "Term Loan Facility") consisted of $57.7 million and $64.8 million, respectively, outstanding under the Term A loan (the "Term A Loan") and $438.3 million and $440.8 million, respectively, outstanding (net of original issue discount) under the Term B loan (the "Term B Loan"). Pursuant to the Building Term Loan Agreement, (as amended the "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, the Term A Loan is fully drawn in accordance with the Term Loan Agreement, which required the Company 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. 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. At September 30, 2019 and December 31, 2018, the interest rate on the Term A Loan was 7.12% and 7.68%, respectively. Interest accrues on outstanding borrowings under the Term B Loan at a rate equal to LIBOR (with a floor of 1%) plus 8.25% per annum, or an alternate base rate plus 7.25% per annum. At September 30, 2019 and December 31, 2018, the interest rate on the Term B Loan was 10.37% and 10.96%, respectively. 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 5.0% per annum through July 24, 2018.

Since June 30, 2018, the Company has been required to make principal payments under the Term B Loan and the Term A Loan at the end of each calendar quarter. The Company repays 1% of the original principal balance of the Term B Loan each year, in quarterly payments of approximately $1.1 million. From June 30, 2018 through March 31, 2019, the Company repaid 2.5% of the original principal amount of the Term A Loan, in quarterly payments of approximately $1.8 million. Beginning on June 28, 2019 and extending through maturity, the Company will make quarterly installments of approximately $2.6 million on the Term A Loan. The Company repaid approximately $7.0 million and $3.5 million on the Term A Loan and Term B Loan, respectively, in the nine-month period ended September 30, 2019.

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 Montreign Operating, ERREI and ERREII (together, the "Project Parties") 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 5.0:1.0, a minimum interest coverage ratio not to fall below 2.0:1.0 and a consolidated capital expenditure covenant not to exceed $10.5 million of eligible expenses in any calendar year. The financial covenants relating to the maximum first lien leverage ratio and the minimum interest coverage ratio were measured beginning in the current quarter ending on June 30, 2019. 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. In addition, the Company has a right to cure any covenant defaults through the use of specified equity contributions during the first three quarters tested for covenant compliance. As of September 30, 2019, the Company was in compliance with all applicable covenant requirements under the Term Loan Facility. In addition, the Company will be in compliance with all applicable covenant requirements measured as of September 30, 2019 under the Term Loan Facility after giving effect to a specified equity contribution in the range of $20 million to $24 million.

The Term Loan 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 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, 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 Facility

At September 30, 2019 and December 31, 2018, Montreign Operating's revolving credit facility (the "Revolving Credit Facility") consisted of $15 million of outstanding borrowings. The Revolving Credit Facility 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) pursuant to the terms of the Revolving Credit Agreement, among Montreign Operating, the lenders from time to time party thereto, and Fifth Third Bank, as administrative agent (as amended, the "Revolving Credit Agreement"). The proceeds of the Revolving Credit Facility were used for working capital needs, capital expenditures and other general corporate purposes. The Revolving Credit Facility will mature on January 24, 2022. 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 September 30, 2019 and December 31, 2018, the interest rate on borrowings under the Revolving Credit Facility was 7.12% and 7.71%, respectively.

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 Company.

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 and the incurrence of certain additional indebtedness, subject to certain exceptions and reinvestment rights. As of September 30, 2019, the Company was in compliance with all applicable covenant requirements under the Term Loan Facility. In addition, the Company will be in compliance with all applicable covenant requirements measured as of September 30, 2019 under the Term Loan Facility after giving effect to a specified equity contribution in the range of $20 million to $24 million.

Bangkok Bank Loan

At September 30, 2019 and December 31, 2018, the Delayed Draw Term Loan, as amended (the "Bangkok Bank Loan") consisted of $20 million of outstanding borrowings pursuant to the Delayed Draw Term Loan Credit Agreement (the “Bangkok Bank Loan Agreement”), among Empire, Bangkok Bank PCL, New York Branch (“Bangkok Bank”), as lender, and MRMI, as guarantor.

The Bangkok Bank Loan will mature on December 28, 2019. Interest accrues on outstanding borrowings under the Bangkok Bank Loan at a rate equal to LIBOR plus 6.25%, or an alternate base rate plus 5.25% per annum. At September 30, 2019 and December 31, 2018, the interest rate on the Bangkok Bank Loan was 8.37% and 8.77%, respectively.

The Bangkok Bank Loan 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 Bangkok Bank Loan is guaranteed by MRMI and is secured by a security interest in Monticello Raceway. The Bangkok Bank Loan Agreement contains customary representations and warranties and affirmative, negative 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, 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.

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.

On September 30, 2019, the Company entered into a Limited Waiver and Second Amendment to the Bangkok Bank Loan Agreement (the “Bangkok Bank Loan Second Amendment”) with MRMI and Bangkok Bank. Pursuant to the Bangkok Bank Loan Second Amendment, the parties agreed to waive a potential event of default relating to the total leverage ratio covenant measured as of September 30, 2019. In addition, pursuant to the Bangkok Bank Loan Second Amendment, the covenant concerning mergers and consolidations was amended to specifically permit the Merger. The Company also agreed to prepay all interest due on the Bangkok Bank Loan from October 1, 2019 through December 30, 2019 in the amount of approximately $422,000. Further, the Company agreed to pay an amendment and waiver fee of $5,000 to Bangkok Bank.

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 original amount financed was $31.1 million and the terms of these agreements run between six and 36 months. The balances outstanding at September 30, 2019 and December 31, 2018 totaled approximately $10.0 million and $20.4 million, respectively. The stated interest rates for these loans are between zero and eight percent 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 principal repayments is approximately $1.0 million.

The following table lists the annual principal repayments due for the Company's long-term debt as of September 30, 2019:



Year ending December 31,	Totals
	(in thousands)
2019	$27,212
2020	20,691
2021	15,815
2022	53,613
2023	428,543
Totals	$545,874