Exhibit 10.2


 


REVOLVING
CREDIT NOTE


(First Restated)


 


	
  $105,000,000.00

  	
   

  	
  March 31, 2006

  



 


FOR VALUE
RECEIVED, the undersigned, MTR GAMING GROUP, INC., a Delaware corporation,
MOUNTAINEER PARK, INC., a West Virginia corporation, SPEAKEASY GAMING OF LAS
VEGAS, INC., a Nevada corporation, PRESQUE ISLE DOWNS, INC., a Pennsylvania
corporation, SCIOTO DOWNS, INC., an Ohio corporation and SPEAKEASY GAMING OF
FREMONT, INC., a Nevada corporation (collectively the “Borrowers”) jointly and
severally promise to pay to the order of WELLS FARGO BANK, National
Association, as Agent Bank on behalf of itself and the other Lenders as defined
and described in the Credit Agreement described hereinbelow (each, together
with their respective successors and assigns, individually being referred as a “Lender”
and collectively as the “Lenders”) such sums as Lenders may hereafter loan or
advance or re-loan to the Borrowers from time to time pursuant to the Credit
Facility as described in the Credit Agreement, hereinafter defined up to the
maximum principal sum of One Hundred Five Million Dollars ($105,000,000.00) (or
such lesser amount of such loans and advances as may be outstanding from time
to time), the unpaid balance of which shall not exceed in the aggregate the
Maximum Permitted Balance at any time, together with interest on the principal
balance outstanding from time to time at the rate or rates set forth in the
Credit Agreement.


 


A.            Incorporation
of Credit Agreement.


 


1.             Reference
is made to the Fourth Amended and Restated Credit Agreement dated December 27,
2005, as amended by First Amendment to Fourth Amended and Restated Credit
Agreement dated as of March 23, 2006 and by Second Amendment to Fourth
Amended and Restated Credit Agreement dated concurrently herewith (as may be
further amended, modified, extended, renewed or restated from time to time,
collectively, the “Credit Agreement”), executed by and among the Borrowers and
the Lenders, Swingline Lender and L/C Issuer therein named, and Wells Fargo
Bank, National Association, as administrative and collateral agent for itself
and for the Lenders (the “Agent Bank”). Terms defined in the Credit Agreement
and not otherwise defined herein are used herein with the meanings defined for
those terms in the Credit Agreement. This Revolving Credit Promissory Note is a
restatement of the Revolving Credit Promissory Note dated December 27,
2005, for the purpose of evidencing an increase of the Aggregate Commitment
from Eighty-Five Million Dollars ($85,000,000.00) to One Hundred Five Million
Dollars ($105,000,000.00) and shall constitute the Revolving Credit Note (“Revolving
Credit Note”) referred to in the Credit Agreement, and any holder hereof (in
accordance with the Credit Agreement) is entitled to all of the rights,
remedies, benefits and privileges provided for in the Credit


 

















 


Agreement as originally executed or as it may
from time to time be supplemented, modified or amended. The Credit Agreement,
among other things, contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events upon the terms and conditions
therein specified.


 


2.             The
outstanding principal indebtedness evidenced by this Revolving Credit Note
shall be payable as provided in the Credit Agreement and in any event on April
1, 2008, the Maturity Date.


 


3.             Interest
shall be payable on the outstanding daily unpaid principal amount of each
Borrowing hereunder from the date thereof until payment in full and shall
accrue and be payable at the rates and on the dates set forth in the Credit Agreement
both before and after Default and before and after maturity and judgment, with
interest on overdue interest to bear interest at the Default Rate, to the
fullest extent permitted by applicable law.


 


4.             The
amount of each payment hereunder shall be made to the Agent Bank at the Agent
Bank’s office as specified in the Credit Agreement for the account of the
Lenders at the time or times set forth therein, in lawful money of the United
States of America and in immediately available funds.


 


5.             Borrowings
hereunder shall be made in accordance with the terms, provisions and procedures
set forth in the Credit Agreement.


 


B.            Default.
The “Late Charges and Default Rate” provisions contained in Section 2.10
and the “Events of Default” provisions contained in Article VII of the
Credit Agreement are hereby incorporated by this reference as though fully set
forth herein. Upon the occurrence of a Default or Event of Default, Borrowers’
right to convert or exercise its Interest Rate Option for a LIBOR Loan, or the
continuation thereof at the expiration of the then current Interest Period,
shall immediately, without notice or demand, terminate for so long as a Default
or Event of Default is continuing.


 


C.            Waiver.  Borrowers
waive diligence, demand, presentment for payment, protest and notice of
protest.


 


D.            Collection
Costs. In the event of the occurrence of an Event of Default, the Borrowers
agree to pay all reasonable costs of collection, including reasonable attorneys
fees, in addition to and at the time of the payment of such sum of money and/or
the performance of such acts as may be required to cure such default. In the
event legal action is commenced for the collection of any sums owing hereunder
the undersigned agrees that any judgment issued as a consequence of such action
against Borrowers shall bear interest at a rate equal to the Default Rate until
fully paid.


 


2

















 


E.             Interest
Rate Limitation. Notwithstanding any provision herein or in any document or
instrument now or hereafter securing this Revolving Credit Note, the total
liability for payments in the nature of interest shall not exceed the limits
now imposed by the applicable laws of the State of Nevada or the United States
of America.


 


F.             Security.
This Revolving Credit Note is secured by the Security Documentation described
in the Credit Agreement.


 


G.            Governing
Law. This Revolving Credit Note has been delivered in Las Vegas, Nevada,
and shall be governed by and construed in accordance with the laws of the State
of Nevada.


 


H.            Partial
Invalidity. If any provision of this Revolving Credit Note shall be
prohibited by or invalid under any applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision of any other provision of this
Revolving Credit Note.


 


I.              No
Conflict with Credit Agreement. This Revolving Credit Note is issued under,
and subject to, the terms, covenants and conditions of the Credit Agreement,
which Credit Agreement is by this reference incorporated herein and made a part
hereof. No reference herein to the Credit Agreement and no provision of this
Revolving Credit Note or the Credit Agreement shall alter or impair the
obligations of Borrowers, which are absolute and unconditional, to pay the
principal of and interest on this Revolving Credit Note at the place, at the
respective times, and in the currency prescribed in the Credit Agreement. If
any provision of this Revolving Credit Note conflicts or is inconsistent with
any provision of the Credit Agreement, the provisions of the Credit Agreement
shall govern.


 


3

















 


IN WITNESS
WHEREOF, this Revolving Credit Note has been executed as of the date first
hereinabove written.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  MTR GAMING GROUP, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
  Edson R. Arneault,

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  MOUNTAINEER PARK, INC.,

  
	
   

  	
  a West Virginia corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
  Edson R. Arneault,

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  SPEAKEASY GAMING OF LAS VEGAS,

  
	
   

  	
  INC., a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
  Edson R. Arneault,

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  PRESQUE ISLE DOWNS, INC.,

  
	
   

  	
  a Pennsylvania corporation

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
  Edson R. Arneault,

  	
   

  
	
   

  	
   

  	
  President

  	
   

  



 


4

















 


	
   

  	
  SCIOTO DOWNS, INC.,

  
	
   

  	
  an Ohio corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
  Edson R. Arneault,

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  SPEAKEASY GAMING OF FREMONT, INC.,

  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
  Edson R. Arneault,

  	
   

  
	
   

  	
   

  	
  President

  	
   

  
					



 


5