Amendment No. 1 to Option Agreement between Empire Resorts, Inc. and Concord Associates Limited Partnership

 EXHIBIT 10.1 AMENDMENT NO. 1 TO OPTION AGREEMENT AMENDMENT NO. 1 TO OPTION AGREEMENT (this "AGREEMENT"), dated as of March 3, 2005, by between EMPIRE RESORTS, INC., a Delaware corporation, having an address at Monticello Raceway, Route 17B, Monticello, New York 12701 ("ISSUER"), and CONCORD ASSOCIATES LIMITED PARTNERSHIP, a New York limited partnership having an address at 115 Stevens Avenue, Valhalla, New York 10595 ("GRANTEE"). WHEREAS, Issuer and Grantee have entered into that certain Option Agreement, dated as of November 12, 2004 (the "ORIGINAL AGREEMENT"); WHEREAS, capitalized terms used herein without definition shall have the meanings set forth in the Original Agreement; WHEREAS, an Agreement and Plan of Merger and Contribution, dated as of March 3, 2005, has been entered into by and among Issuer, Empire Resorts Holdings, Inc., Empire Resorts Sub, Inc., Grantee and Sullivan Resorts LLC (the "MERGER AGREEMENT"); WHEREAS, in connection with the Merger Agreement, the parties hereto desire to amend the Original Agreement as provided herein; NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. The following definition of "MERGER AGREEMENT" shall be added in ANNEX A of the Original Agreement: "`MERGER AGREEMENT' shall mean the Agreement and Plan of Merger and Contribution, dated as of March 3, 2005, entered into by and among Issuer, Empire Resorts Holdings, Inc., Empire Resorts Sub, Inc., Grantee and Sullivan Resorts LLC." 2. The following shall be added as the new definition of "EXERCISE EVENT" in ANNEX A of the Original Agreement, and the definition of "EXERCISE EVENT" in the Original Agreement shall be deemed to be deleted: "`EXERCISE EVENT' shall mean the termination of the Merger Agreement for any reason in accordance with its terms, except for any termination described in the second sentence of Section 9.1(b) of the Merger Agreement or in Section 5.8(c) or 9.1(h) of the Merger Agreement." 3. The references to "the Letter Agreement" in Sections 9(a), 9(g) and in the definition of "EXCLUDED SHARES" in ANNEX A of the Original Agreement shall be deemed to refer instead to "the Merger Agreement".  4. GOVERNING LAW. This Agreement and all disputes hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. 5. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto. 6. ORIGINAL AGREEMENT RATIFIED. Except as modified herein, the Original Agreement is hereby ratified by the parties and shall remain in all respects in full force and effect. [Signature Page Follows] -2-  IN WITNESS WHEREOF, Issuer and Grantee have caused this Amendment Agreement to be signed by their respective officers thereunto duly authorized, all as of the day and year first written above. CONCORD ASSOCIATES LIMITED PARTNERSHIP By: Convention Hotels, Inc., its general partner By: /s/ Louis R. Cappelli ---------------------------------- Name: Louis R. Cappelli Title: President EMPIRE RESORTS, INC. By: /s/ Scott A. Kaniewski ---------------------------------- Name: Scott A. Kaniewski Title: CFO